Form 8-K

8-K — CareCloud, Inc.

Accession: 0001493152-26-016464

Filed: 2026-04-14

Period: 2026-04-13

CIK: 0001582982

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-5.1 (ex5-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-10.7 (ex10-7.htm)

EX-10.8 (ex10-8.htm)

EX-10.9 (ex10-9.htm)

EX-10.10 (ex10-10.htm)

EX-10.11 (ex10-11.htm)

EX-10.12 (ex10-12.htm)

EX-10.13 (ex10-13.htm)

EX-10.14 (ex10-14.htm)

EX-99.1 (ex99-1.htm)

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GRAPHIC (ex5-1_001.jpg)

GRAPHIC (ex5-1_002.jpg)

GRAPHIC (ex99-1_001.jpg)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001582982

2026-04-13

0001582982

CCLD:CommonStockParValue0.001PerShareMember

2026-04-13

0001582982

CCLD:Sec8.75SeriesBCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember

2026-04-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): April 13, 2026

CareCloud,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36529

22-3832302

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Clyde Road, Somerset, New Jersey 08873

(Address of principal executive offices, zip code)

(732)

873-5133

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

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

☐

Soliciting

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

☐

Pre-commencement

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

☐

Pre-commencement

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

CCLD

Nasdaq

Global Market

8.75%

Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

CCLDO

Nasdaq

Global Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

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.

Credit

Agreement

April 13, 2026, CareCloud, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with

Citizens Bank, N.A., as administrative agent, issuing bank and a lender (“Citizens”), Provident Bank, as a lender (“Provident”),

and the other parties thereto, which provides for a $40.0 million term loan facility and a $10.0 million revolving credit facility (collectively,

the “Credit Facility”).

The

term loan facility and the revolving credit facility each mature on the fourth anniversary of the closing date. The term loan amortizes

in equal monthly principal installments beginning June 1, 2026. Borrowings under the Credit Facility bear interest at rates based on

Term SOFR, Daily Simple SOFR or the alternate base rate, in each case plus the applicable margin. The Credit Facility contains customary

affirmative and negative covenants, including financial covenants, and customary events of default. The obligations under the Credit

Facility are guaranteed by certain of the Company’s subsidiaries and are secured by substantially all of the Company’s and

such guarantors’ assets.

a post-closing condition, within 45 days from the closing date, Mahmud Haq, the Company’s Executive Chairman, will enter into a

Securities Account Pledge Agreement in favor of Citizens, as administrative agent, pursuant to which he will pledge certain securities

accounts as additional collateral support for the Credit Facility. In consideration for this pledge, Mr. Haq will receive a warrant exercisable

for 4,300,000 shares of common stock of the Company at a strike price of $5.00 per share (the “Warrant”). This Warrant will

have a term of five years and will have customary anti dilution provisions and a net share settlement feature. Upon execution and delivery

of the Securities Account Pledge Agreement and the Warrant, the Company will file an amendment to this Current Report on Form 8-K to

include the executed Securities Account Pledge Agreement and Warrant as exhibits hereto.

The

proceeds of the Credit Facility will be used for general corporate purposes, including the redemption of the Company’s outstanding

8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”).

Such redemption is described further in Item 8.01 below.

The

foregoing descriptions of the Credit Facility, the Securities Account Pledge Agreement and Warrant do not purport to be complete and

are qualified in their entirety by reference to the definitive agreements, copies of which are attached hereto, or upon execution, will

be attached to an amendment thereto, as exhibits and are incorporated herein by reference.

ATM

Agreement

Also,

on April 13, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Citizens JMP

Securities, LLC (“Citizens”), pursuant to which the Company may offer and sell shares of its common stock having

an aggregate offering price of up to $60 million (the “Shares”) from time to time through or to Citizens,

acting as sales agent or principal.

The

Shares will be offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286431) and a prospectus

supplement filed on April 14, 2026.

Upon

the entry into a separate Terms Agreement (as defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement,

Citizens may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415

of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Global Market or on any other

existing trading market for the Company’s common stock. Citizens will use commercially reasonable efforts to sell the Shares from

time to time, based upon instructions from the Company.

Under the terms of the ATM Agreement, Citizens will be entitled to a commission of 3.0% of the gross proceeds from any Shares

sold under the ATM Agreement. The Company has also provided Citizens with customary indemnification and contribution rights.

The

Company is not obligated to sell any Shares under the ATM Agreement and intends to use any proceeds from sales made under the ATM Agreement

for general corporate purposes, which may include funding potential acquisitions, loan repayments, organic growth initiatives, capital

expenditures, investments and general working capital, as well as redemption of our preferred stock.

Song

P.C., counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent

included therein, is attached as Exhibit 5.1 hereto.

The

foregoing description of the ATM Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which

is attached hereto as Exhibit 10.13 and is incorporated herein by reference.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,

nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such state.

Item

2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item

3.02. Unregistered Sales of Equity Securities.

the extent required by Item 3.02 of Form 8-K, the information set forth under Item 1.01 of this Current Report on Form 8-K regarding

the future issuance of the Warrant is incorporated herein by reference into this Item 3.02. The Warrant and the shares issuable upon

exercise thereof will be issued in reliance on the applicable exemption from registration under the Securities Act of 1933, as amended.

Item

8.01 Other Events.

April 14, 2026, the Company announced that it has elected to redeem 1,511,372 shares (the “Redeemed Shares”) of its Series

B Preferred Stock, consisting of all of the issued and outstanding shares of its Series B Preferred Stock, pursuant to the Certificate

of Designation governing the Series B Preferred Stock.

The

Company has set a redemption date of May 15, 2026 (the “Redemption Date”), following the required 30-day notice period.

The redemption is being made pursuant to the Company’s optional redemption right set forth in Section 6(b) of the Certificate of

Designations.

The

Redeemed Shares will be redeemed at a cash redemption price of $25.25 per share, plus all accrued and unpaid dividends (whether or not

declared) up to, but not including, the Redemption Date in an amount equal to $2.27 per share, for a total payment of $27.52 per share.

From and after the Redemption Date, dividends on the Redeemed Shares will cease to accumulate, the Redeemed Shares will no longer be

outstanding, and all rights of the holders of such shares will terminate, except the right of the holders to receive the cash payable

upon such redemption, without interest.

This

Current Report on Form 8-K is intended, in part, to provide public notice of the Company’s election to redeem the Series B Preferred

Stock. Notice has been given to Nasdaq and DTCC regarding the redemption.

April 14, 2026, the Company issued a press release and a notice of redemption announcing the redemption of the Series B Preferred

Stock. A copy of the press release and notice of redemption are attached as Exhibit 99.1 and Exhibit 10.14 and are

incorporated herein by reference.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding the Company’s redemption of preferred securities, financing arrangements, and future financial

performance. Actual results may differ materially due to various risks and uncertainties.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

5.1

Opinion of Song P.C.

10.1

Credit Agreement dated April 13, 2026 by and among CareCloud, Inc. and Citizens Bank, N.A. as administrative agent.

10.2

Pledge and Security Agreement

10.3

Pledge Agreement

10.4

Citizen Term Loan Note

10.5

Provident Term Loan Note

10.6

Citizens Revolving Loan Note

10.7

Provident Revolving Loan Note

10.8

Swingline Loan Note

10.9

Trademark Security Agreement

10.10

Guarantee Agreement

10.11

10.12

Patent Security Agreement

10.13

The Market Offering Agreement, dated April 13, 2026, by and between CareCloud, Inc. and Citizens JMP Securities, LLC

10.14

Notice of Redemption

23.1

Consent of Song P.C. (included in exhibit 5.1 above)

99.1

Press Release dated April 14, 2026.

104

Cover

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

SIGNATURE(S)

Pursuant

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

the undersigned hereunto duly authorized.

CareCloud, Inc.

Date:

April 14, 2026

By:

/s/

Norman Roth

Norman

Roth

Interim

Chief Financial Officer and Corporate Controller

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

April

13, 2026

CareCloud,

Inc.

Clyde Road

Somerset,

New Jersey 08873

Re: Registration

Statement on Form S-3 (File No. 333-286431) – At The Market Offering of Shares of Common

Stock

Ladies

and Gentlemen:

have acted as counsel to CareCloud, Inc., a Delaware corporation (the “Company”), in connection with the preparation

and filing by the Company of a prospectus supplement (the “ATM Prospectus Supplement”) relating to the offer and sale

from time to time of shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”),

having an aggregate offering price of up to $60,000,000 (the “Shares”), pursuant to that certain Sales Agreement (the

“Sales Agreement”), by and between the Company and Citizens JMP Securities, LLC.

The

ATM Prospectus Supplement is a prospectus supplement to a base prospectus (the “Prospectus”) included in a registration

statement on Form S-3 (File No. 333-286431) originally filed by the Company with the Securities and Exchange Commission (the “Commission”)

on April 7, 2025 and declared effective on April 24, 2025 (as amended, the “Registration Statement”).

This

opinion letter is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of

1933, as amended (the “Securities Act”), and no opinion is expressed herein as to any matter pertaining to the contents

of the Registration Statement, the Prospectus, the ATM Prospectus Supplement or the Sales Agreement, other than as expressly stated herein

with respect to the issuance of the Shares.

have examined the Registration Statement, the Prospectus, the ATM Prospectus Supplement and the Sales Agreement, together with the exhibits

thereto and the documents incorporated by reference therein. In addition, we have examined originals or copies, certified or otherwise

identified to our satisfaction, of such other instruments, documents, certificates and records as we have deemed relevant and necessary

as a basis for the opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and

the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth,

accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and

records we have reviewed; (iv) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities

laws and in the manner stated in the Registration Statement, the Prospectus, the ATM Prospectus Supplement and the Sales Agreement; and

(v) that the Company will receive consideration for each Share in an amount not less than the par value thereof. As to any facts material

to the opinion expressed herein that were not independently established or verified, we have relied upon oral or written statements and

representations of officers and other representatives of the Company.

CareCloud Inc.

April 13, 2026

Page 2 of 2

express no opinion herein as to the laws of any state or jurisdiction, other than the General Corporation Law of the State of Delaware,

as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations,

treaties, common laws or other laws of any other nation, state or jurisdiction.

express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium

or other similar laws relating to or affecting the rights of creditors generally, (ii) rights to indemnification and contribution which

may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation,

concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability

of specific performance, injunctive relief or other equitable relief, and the limitations on rights of acceleration, whether considered

in a proceeding in equity or at law.

The

Company has represented to the undersigned that as of the date of this opinion, there are 37,091,569 authorized and unissued shares

of Common Stock that are not subject to any options (the “Available Shares”), and for such Available Shares, this

opinion is unqualified except as set forth above. To the extent that the offering relates to the issuance and sale of Common Stock in

excess of the Available Shares (the “Excess Shares”) pursuant to the ATM Prospectus Supplement, we have assumed that

any necessary filings will be made in accordance with state law so that an amendment to the Company’s amended and restated certificate

of incorporation increasing the number of authorized shares of Common Stock will be effective prior to any issuance or delivery of such

Excess Shares. The Company has represented to the undersigned that it will file an appropriately unqualified opinion from its legal counsel

with the Commission with respect to any such Excess Shares no later than the closing date for the issuance and delivery of such Excess

Shares.

Based

on the foregoing and the assumptions set forth herein, we are of the opinion that, upon the issuance and delivery of and payment for

the shares of Common Stock, all in the manner stated in the Registration Statement, the Prospectus and the ATM Prospectus Supplement,

such shares of Common Stock will be validly issued, fully paid and non-assessable.

This

opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof

on this opinion) that hereafter may come to our attention. This opinion is being rendered for the benefit of the Company in connection

with the matters addressed herein.

hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission

in connection with the ATM offering and to the incorporation by reference of this opinion into the Registration Statement, and to the

reference to our firm under the caption “Legal Matters” in the ATM Prospectus Supplement. In giving such consent, we do not

thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and

regulations of the Commission thereunder.

Very

truly yours,

/s/

Song P.C.

SONG

P.C.

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

CREDIT

AGREEMENT

dated

as of April 13, 2026

and among

CARECLOUD,

INC., a Delaware corporation,

the

Borrower,

THE

LENDERS PARTY HERETO,

and

CITIZENS

BANK, N.A.,

as Administrative Agent, Sole Lead Arranger and Sole Bookrunner

TABLE OF CONTENTS

Page

Article

1 Definitions and Rules of Construction

Section

1.1

Definitions

Section

1.2

Classification

of Loans and Borrowings

Section

1.3

Terms

Generally

Section

1.4

Accounting

Terms; GAAP.

Section

1.5

Rounding

Section

1.6

References

to Time

Section

1.7

Resolution

of Drafting Ambiguities

Section

1.8

Status

of Loan Document Obligations

Section

1.9

Rates

Generally

Section

1.10

Divisions

Section

1.11

Letter

of Credit Amounts

Article

2 The Credits

Section

2.1

Commitments.

Section

2.2

Borrowings,

Conversions and Continuations of Loans.

Section

2.3

Swingline

Loans.

Section

2.4

Letters

of Credit.

Section

2.5

Termination

and Reduction of Commitments.

Section

2.6

Repayment

of Loans; Evidence of Debt.

Section

2.7

Prepayments.

Section

2.8

Payments

Generally; Administrative Agent’s Clawback.

Section

2.9

Defaulting

Lenders.

Section

2.10

Cash

Collateral.

Article

3 Interest, Fees, Yield Protection, etc.

Section

3.1

Interest.

Section

3.2

Fees.

Section

3.3

Inability

to Determine Rates

Section

3.4

Increased

Costs; Illegality.

Section

3.5

Compensation

for Losses

Section

3.6

Taxes.

Section

3.7

Mitigation

Obligations; Replacement of Lenders.

Section

3.8

Benchmark

Replacement Setting.

Article

4 Conditions Precedent to Credit Extensions

Section

4.1

Conditions

to Initial Credit Extensions

Section

4.2

Conditions

to All Credit Extensions

Article

5 Representations and Warranties

Section

5.1

Existence,

Qualification and Power; Compliance with Laws

Section

5.2

Authorization;

No Contravention

Section

5.3

Governmental

Authorization; Other Consents

Section

5.4

Binding

Effect

Section

5.5

Financial

Statements; No Material Adverse Effect.

Section

5.6

Litigation

Section

5.7

Environmental

Matters.

Section

5.8

Ownership

of Properties; Liens

Section

5.9

Casualty,

Etc

Section

5.10

Investment

Company Status, Etc

Section

5.11

Taxes

Section

5.12

ERISA.

Section

5.13

Subsidiaries;

Equity Interests

Section

5.14

Insurance

Section

5.15

Federal

Reserve Regulations, Etc

Section

5.16

Collateral

Documents

Section

5.17

Solvency

Section

5.18

Anti-Corruption

Laws; Sanctions; Anti-Terrorism Laws.

Section

5.19

Reserved

Section

5.20

Accuracy

of Information, Etc.

Section

5.21

Labor

Matters

Section

5.22

Absence

of Certain Restrictions

Section

5.23

Default

Section

5.24

Common

Enterprise

Section

5.25

Brokers’

Fees

Section

5.26

Affected

Financial Institutions

Article

6 Affirmative Covenants

Section

6.1

Financial

Statements and Other Information

Section

6.2

Notices

of Material Events

Section

6.3

Existence;

Conduct of Business

Section

6.4

Payment

and Performance of Obligations

Section

6.5

Maintenance

of Properties

Section

6.6

Books

and Records; Inspection Rights

Section

6.7

Compliance

with Laws

Section

6.8

Use

of Proceeds.

Section

6.9

Information

Concerning Collateral

Section

6.10

Insurance.

Section

6.11

Casualty

Events; Extraordinary Receipts

Section

6.12

Covenant

to Guarantee and Provide Security.

Section

6.13

Environmental

Matters

Section

6.14

Interest

Rate Swap Agreements

Section

6.15

Primary

Depository Bank

Article

7 Negative Covenants

Section

7.1

Indebtedness;

Equity Interests.

Section

7.2

Liens

Section

7.3

Fundamental

Changes; Business; Fiscal Year.

Section

7.4

Investments,

Loans, Advances, Guarantees and Acquisitions

Section

7.5

Dispositions

Section

7.6

Sale

and Lease Back Transactions

Section

7.7

Swap

Agreements

Section

7.8

Restricted

Payments

Section

7.9

Transactions

with Affiliates

Section

7.10

Restrictive

Agreements

Section

7.11

Amendment

of Material Documents

Section

7.12

Financial

Covenants.

Section

7.13

Payments

on Subordinated Debt

Section

7.14

Government

Regulation

Section

7.15

Hazardous

Materials

100

Article

8 Events of Default

100

Section

8.1

Events

of Default

100

Section

8.2

Remedies

Upon Event of Default

102

Section

8.3

Application

of Funds

103

Article

9 The Administrative Agent

104

Section

9.1

Appointment

and Authority

104

Section

9.2

Rights

as a Lender or L/C Issuer

104

Section

9.3

Exculpatory

Provisions.

104

Section

9.4

Reliance

by Administrative Agent

105

Section

9.5

Delegation

of Duties

105

Section

9.6

Resignation

of Administrative Agent.

106

Section

9.7

Non-Reliance

on Administrative Agent, L/C Issuers and Other Lenders

107

Section

9.8

Other Duties, Etc

107

Section

9.9

Administrative

Agent May File Proofs of Claim

107

Section

9.10

Collateral

and Guarantee Matters.

108

Section

9.11

Compliance

with Flood Insurance Laws

109

Section

9.12

Cash

Management Obligations and Swap Agreement Obligations

109

Section

9.13

Erroneous

Payments.

109

Article

10 Miscellaneous

112

Section

10.1

Notices.

112

Section

10.2

Waivers;

Amendments.

113

Section

10.3

Expenses;

Indemnity; Damage Waiver.

115

Section

10.4

Successors

and Assigns.

117

Section

10.5

Survival

121

Section

10.6

Counterparts;

Integration; Effectiveness; Electronic Execution

121

Section

10.7

Severability

121

Section

10.8

Setoff

122

Section

10.9

Governing

Law; Jurisdiction; Consent to Service of Process.

122

Section

10.10

WAIVER

OF JURY TRIAL

123

Section

10.11

Payments

Set Aside

123

Section

10.12

Headings

123

Section

10.13

Interest

Rate Limitation

123

Section

10.14

Confidentiality;

Treatment of Certain Information

124

Section

10.15

USA

PATRIOT Act

125

Section

10.16

Fiduciary Duty

125

Section

10.17

Acknowledgement

and Consent to Bail-In of Affected Financial Institutions

125

Section

10.18

Certain

ERISA Matters.

126

Section

10.19

Acknowledgement

Regarding Any Supported QFCs

127

SCHEDULES:

Schedule

2.1

Commitments

Schedule

4.1(f)

Collateral

Documents and Related Requirements

Schedule

5.6

Disclosed

Matters

Schedule

5.13

Subsidiaries;

Equity Interests

Schedule

5.14

Insurance

Schedule

5.16

UCC

Filing Offices

Schedule

5.19

Owned

Real Property

Schedule

7.1

Existing

Indebtedness

Schedule

7.2

Existing

Liens

Schedule

7.4

Existing

Investments

Schedule

7.10

Existing

Restrictions

Schedule

10.1

Notice

Information

EXHIBITS:

Exhibit

Form

of Assignment and Assumption

Exhibit

B-1

Form

of Committed Loan Notice

Exhibit

B-2

Form

of Swingline Loan Notice

Exhibit

C-1

Form

of Revolving Loan Note

Exhibit

C-2

Form

of Term Loan Note

Exhibit

C-3

Form

of Swingline Loan Note

Exhibit

Form

of Compliance Certificate

Exhibit

Form

of Closing Certificate

Exhibit

Form

of Subsidiary Joinder Agreement

Exhibit

Form

of Master Intercompany Note

Exhibit

Form

of Solvency Certificate

Exhibit

Form

of Secured Obligation Designation Notice

Exhibit

J-1

Form

of U.S. Tax Compliance Certificate For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes

Exhibit

J-2

Form

of U.S. Tax Compliance Certificate For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes

Exhibit

J-3

Form

of U.S. Tax Compliance Certificate For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes

Exhibit

J-4

Form

of U.S. Tax Compliance Certificate For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes

iii

CREDIT

AGREEMENT

CREDIT

AGREEMENT, dated as of April 13, 2026 (hereinafter, as it may be from time to time amended, modified, extended, restated, substituted

and/or supplemented, referred to as this “Credit Agreement”), by and among CARECLOUD, INC., a Delaware corporation

(the “Borrower”), the LENDERS party hereto and CITIZENS BANK, N.A., as Administrative Agent.

RECITALS

The Borrower has requested that the Lenders make loans and other financial accommodations to the Borrower as more fully set forth herein.

The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in

each case, on the terms and subject to the conditions set forth herein.

consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article

Definitions and Rules of Construction

Section

1.1 Definitions. As used in this Credit Agreement, the following terms have the meanings specified below:

“ABR

Borrowing” means, as to any Borrowing, the ABR Loans comprising such Borrowing.

“ABR

Loan” means a Loan bearing interest based on the Alternate Base Rate.

“Acquired

EBITDA” means, with respect to any Acquired Entity or Business for any period, the historical Consolidated EBITDA of such Acquired

Entity or Business for such period as certified by a Financial Officer of the Borrower, which historical Consolidated EBITDA shall be

calculated in a manner consistent with the definition of Consolidated EBITDA herein and to be based on financial statements for such

Acquired Entity or Business prepared in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments

with respect to financial statements that are not annual audited financial statements), provided that when such Acquired EBITDA

is included in Consolidated EBITDA it shall be on a Pro Forma Basis, and provided further that to the extent such financial statements

are not available for any Acquired Entity or Business, the Borrower may provide reasonable estimates of such Acquired EBITDA based on

available financial information, subject to the Administrative Agent’s reasonable approval.

“Acquired

Entity or Business” means, for any period, any Person, property, business or asset acquired by the Borrower or any of its Subsidiaries

in a Permitted Acquisition, to the extent not subsequently sold, transferred or otherwise Disposed of during such period.

“Acquisition”

means any transaction or series of related transactions resulting, directly or indirectly, in: (a) the acquisition by any Person of (i)

all or substantially all of the assets of another Person or (ii) all or substantially all of any business line, unit or division of another

Person, (b) the acquisition by any Person (i) of in excess of 50% of the Equity Interests of any other Person, or (ii) otherwise causing

any other Person to become a subsidiary of such Person, or (c) a merger, amalgamation consolidation, or any other combination of any

Person with another Person (other than a Person that is a Loan Party or a Subsidiary of a Loan Party) in which a Loan Party or any of

its Subsidiaries is the surviving Person.

“Administrative

Agent” means Citizens Bank, in its capacity as administrative agent for the Lenders or any successor thereto.

“Administrative

Agent’s Payment Office” means the Administrative Agent’s office located at 101 John F. Kennedy Parkway, Short Hills,

New Jersey 07078, or such other office as to which the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative

Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected

Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

means, with respect to a specified Person, 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.

“Agent

Parties” has the meaning assigned to such term in Section 10.1(d)(iii).

“Agreement

Date” means the first date appearing in this Credit Agreement.

“Alternate

Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the

Federal Funds Rate in effect on such day plus 0.50% per annum and (c) the Daily SOFR Rate on such day plus 1.00% per annum,

provided that the Alternate Base Rate shall at no time be less than the Floor. If the Administrative Agent shall have determined

(which determination shall be conclusive absent clearly manifest error) that it is unable to ascertain the Federal Funds Rate or the

Daily SOFR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance

with the terms of the definition of the term Federal Funds Rate, the Alternate Base Rate shall be determined without regard to clause

(b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change

in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Daily SOFR Rate, as applicable, shall be

effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Daily SOFR Rate, as applicable,

respectively.

“AM

Holdings” means N884AM Holdings Inc., a Delaware corporation.

“Anti-Corruption

Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Loan Parties or their respective

Subsidiaries from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism

Laws” has the meaning assigned to such term in Section 5.18(c).

“Applicable

Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable

Lending Office” means for any Lender, such Lender’s office, branch or affiliate designated for SOFR Loans, ABR

Loans, Daily SOFR Loans, Swingline Loans or Letters of Credit or participations therein, as applicable, as notified to the Administrative

Agent, any of which offices may be changed by such Lender.

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“Applicable

Margin” means with respect to (i) the Revolving

Loans and L/C Participation Fees, two hundred fifty (250) basis points (2.50%) and (ii) the Term Loans, three hundred fifty (350) basis

points (3.50%).

“Applicable

Percentage” means, at any time (a) with respect to any Lender with a Commitment of any Class, the percentage equal to a fraction

the numerator of which is the amount of such Lender’s Commitment of such Class and the denominator of which is the aggregate amount

of all Commitments of such Class of all Lenders (provided that if the Commitments under the Revolving Facility have terminated

or expired, the Applicable Percentages of the Lenders under the Revolving Facility shall be determined based upon the Revolving Exposure

at such time of the determination pursuant to clause (b) below) and (b) with respect to the Loans of any Class, a percentage equal to

a fraction the numerator of which is such Lender’s Outstanding Amount of the Loans of such Class and the denominator of which is

the aggregate Outstanding Amount of all Loans of such Class.

“Appropriate

Lenders” means, at any time, (a) with respect to the Revolving Facility, the Revolving Lenders, (b) with respect to any Letters

of Credit, the L/C Issuer and the Revolving Lenders, (c) with respect to any Swingline Loans, the Swingline Lender and the Revolving

Lenders, and (d) with respect to the Term Facility, the Term Lenders.

“Approved

Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate

of an entity that administers or manages a Lender.

“Approved

Line of Business” means, collectively, (a) those lines of business in which the Borrower and its Subsidiaries operate on the

Closing Date (after giving effect to the Transactions occurring on the Closing Date) and (b) any business or activity that is the same,

similar or otherwise reasonably related, ancillary, complementary or incidental thereto.

“Arranger”

has the meaning assigned to such term in Section 9.7.

“Assignment

and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any

party whose consent is required by Section 10.4) and accepted by the Administrative Agent, in substantially the form of Exhibit

A or any other form approved by the Administrative Agent.

“Attorney

Costs” means when referring to the Attorney Costs of (a) the Administrative Agent, all reasonable and documented fees and reasonable

and documented out-of-pocket expenses, charges, disbursements and other charges of one law firm (and one local counsel in each relevant

jurisdiction and one special or regulatory counsel for each relevant subject matter to the extent reasonably necessary) and (b) each

Credit Party other than the Administrative Agent, all reasonable and documented fees and reasonable and documented out-of-pocket expenses,

charges, disbursements and other charges of one counsel to each such Credit Party.

“Attributable

Indebtedness” means, at any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that

would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease

Obligation of any Person, the capitalized or principal amount of the remaining lease payments under the relevant lease that would appear

on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement were accounted for

as a Capitalized Lease, and (c) all Synthetic Debt of such Person.

“Audited

Financial Statements” means the Form 10-K containing the audited consolidated balance sheet of the Borrower and its Subsidiaries

as of the last day of each of the three most recent Fiscal Years ended at least ninety (90) days prior to the Closing Date and the related

audited consolidated statements of income, comprehensive income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries

for each of the three most recent Fiscal Years ended at least ninety (90) days prior to the Closing Date.

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“Auto-Renewal

Letter of Credit” has the meaning assigned to such term in Section 2.4(b)(iii).

“Availability

Period” means, with respect to the Revolving Facility, the period from and including the Closing Date to but excluding the

earlier of the Maturity Date with respect to the Revolving Facility and, if different, the date of the termination of the Revolving Commitments

in accordance with the provisions of this Credit Agreement.

“Available

Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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 Credit Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark

(or component thereof), as applicable, that is or may be used for determining any frequency of making payments of interest calculated

with reference to such Benchmark pursuant to this Credit 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

3.8(d).

“Back-to-Back

Letter of Credit” means a letter of credit, in form and substance reasonably satisfactory to the L/C Issuer and issued by an

issuer reasonably satisfactory to the L/C Issuer.

“Backstopped”

means, in respect of any Letter of Credit that remains outstanding on the applicable date, that the L/C Issuer shall have received (a)

a Back-to-Back Letter of Credit and/or (b) cash or Cash Equivalents, provided that (i) the sum of the maximum drawable amount

of such Back-to-Back Letter of Credit plus the amount of such cash and Cash Equivalents shall not be less than the Minimum Collateral

Amount of the maximum drawable amount of such Letter of Credit, (ii) the arrangements with respect to such cash, Cash Equivalents and

drawings on any Back-to-Back Letter of Credit allow the L/C Issuer to apply the same to reimburse itself with respect to drawings on,

and other sums owing with respect to, such Letter of Credit, and (iii) the requirements under clauses (i) and (ii) of this defined term

are in all respects satisfactory to the L/C Issuer.

“Bail-In

Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any

liability of an Affected Financial Institution.

“Bail-In

Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European

Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country

from time to time that 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” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors.

“Benchmark”

means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event and its related Benchmark Replacement

Date have 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

3.8(a). Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

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“Benchmark

Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the

Administrative Agent for the applicable Benchmark Replacement Date:

(a)

Daily Simple SOFR; or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration

to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental

Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate and an adjustment as a replacement to

the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement

Adjustment;

provided,

that any such Benchmark Replacement shall be administratively feasible as determined by the Administrative Agent in its sole discretion.

the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, such Benchmark Replacement

will be deemed to be the Floor for the purposes of this Credit 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 Administrative Agent and 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.

“Benchmark

Replacement Date” means a date and time determined by Administrative Agent, which date shall be no later than 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 or on behalf of the administrator of such Benchmark

(or such component thereof) or 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.

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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” means 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

(c)

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) or the regulatory supervisor for the administrator of such Benchmark (or such component 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

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 3.8 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 3.8.

“Beneficial

Ownership Certification” means, with respect to the Borrower, a certification regarding beneficial ownership as required by

the Beneficial Ownership Regulation, which certification shall be substantially in the form provided by Administrative Agent or such

other form satisfactory to the Administrative Agent.

“Beneficial

Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit

Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b)

a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)

or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”

or “plan”.

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“Borrower”

has the meaning assigned to such term in the Preamble.

“Borrowing”

means a borrowing consisting of simultaneous Loans of the same Class, Type and, in the case of a SOFR Borrowing, having the same Interest

Period, made by the Lenders.

“Business

Day” means any day other than a Saturday, Sunday or day on which banks in New York City, New York are authorized or required

by law to close.

“Capital

Expenditures” means, for any period, with respect to any Person, the aggregate of all expenditures (whether paid in cash or

other consideration or accrued as a liability) by such Person and its subsidiaries for the acquisition or leasing (pursuant to a Capitalized

Lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such

period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries (it being understood

that “Capital Expenditures” shall not include any portion of the purchase price of a Permitted Acquisition that is required

to be capitalized under GAAP) including, without limitation, capitalized software costs.

“Cash

Collateralize” means to deposit in a Controlled Account or to pledge and deposit with or deliver to the Administrative Agent,

for the benefit of one or more of the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund

participations in respect of L/C Obligations, cash or deposit account balances or, if each of the Administrative Agent and the L/C Issuer

shall agree in its reasonable discretion, other credit support, in each case pursuant to documentation in form and substance reasonably

satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral”, “Cash Collateralized”

and “Cash Collateralization” shall have a meaning analogous to the foregoing and shall include the proceeds of such

cash collateral and other credit support.

“Cash

Equivalents” means each of the following to the extent, except with respect to items described in clause (f) below, denominated

in Dollars:

(a)

debt obligations maturing within one year from the date of acquisition thereof to the extent the principal thereof and interest thereon

is backed by the full faith and credit of the United States;

(b)

commercial paper maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition,

the highest credit rating obtainable from S&P or Moody’s;

(c)

certificates of deposit, banker’s acceptances and time deposits maturing within two hundred seventy (270) days from the date of

acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office

of any commercial bank organized under the laws of the United States or any state, commonwealth or other political subdivision thereof

that has a combined capital and surplus and undivided profits of not less than $500,000,000.00 or, to the extent not otherwise included,

any Lender, and which is rated at least A-2 by S&P and P-2 by Moody’s in the note or commercial paper rating category;

(d)

repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) of this definition and entered

into with a financial institution satisfying the criteria described in clause (c) of this definition;

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(e)

money market mutual funds, substantially all of the investments of which are in cash or investments contemplated by clauses (a), (b)

and (c) of this definition; and

(f)

with respect to any Foreign Subsidiary, (i) obligations of the national government of the country in which such Foreign Subsidiary maintains

its chief executive office and principal place of business, provided that such country is a member of the Organization for Economic

Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit

of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country

in which such Foreign Subsidiary maintains its chief executive office and principal place of business, provided such country is

a member of the Organization for Economic Cooperation and Development, and whose short term commercial paper rating from S&P is at

least “A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any

such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than two hundred seventy

(270) days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign

Bank.

“Cash

Management Obligations” means all obligations of the Loan Parties in respect of any Cash Management Services provided

to any Loan Party or its Subsidiaries (whether absolute or contingent and howsoever and whenever created, arising, evidenced or acquired

(including all renewals, extensions and modifications thereof and substitutions therefor)), but excluding any obligations arising from

fraud, gross negligence, or willful misconduct by the provider of such Cash Management Services that are (a) owed to the Administrative

Agent or any of its Affiliates, (b) owed on the Closing Date to a Person that is a Lender or an Affiliate of a Lender as of the Closing

Date or (c) owed to a Person that is a Lender or an Affiliate of a Lender at the time such obligations are incurred or becomes a Lender

or an Affiliate of a Lender after it has incurred such obligations, provided that any such provider of Cash Management Services

(other than the Administrative Agent or its Affiliates) executes and delivers a Secured Obligation Designation Notice to the Administrative

Agent.

“Cash

Management Services” means, collectively, (a) commercial debit or credit cards, merchant card processing and other services,

purchase or debit cards, including non-card e-payables services, (b) treasury management services (including cash pooling arrangements,

controlled disbursement, netting, overdraft, lockbox and electronic or automatic clearing house fund transfer services, return items,

sweep and interstate depository network services, foreign check clearing services), and (c) any other demand deposit or operating account

relationships or other cash management services.

“Casualty

Event” means any event that gives rise to the receipt by any Loan Party or any of its Subsidiaries of any insurance proceeds

or condemnation awards arising from any damage to, destruction of, or other casualty or loss involving, or any seizure, condemnation,

confiscation or taking under power of eminent domain of, or requisition of title or use of or relating to or in respect of any equipment,

fixed assets or Real Property (including any improvements thereon) of such Loan Party or any of its Subsidiaries.

“CC

Acquisition” means CareCloud Acquisition, Corp., a Delaware corporation.

“CC

Health” means CareCloud Health, Inc., a Delaware corporation.

“CC

Holdings” means CareCloud Holdings Inc., a Delaware corporation.

“CC

Practice Management” means CareCloud Practice Management, Corp., a Delaware corporation.

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“CEA

Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform

under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity

Exchange Act.

“Chairman”

means Mahmud Haq, an individual.

“Change

in Law” means the occurrence, after the Agreement Date, of any of the following: (a) the adoption or taking effect of any law,

rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation

or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether

or not having the force of law) by any Governmental Authority or the compliance therewith by any Credit Party (or, for purposes of Section

3.4(b), by any Applicable Lending Office of such Credit Party or such Credit Party’s holding company, if any); provided

that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,

rules, guidelines and directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests,

rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or

any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall

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

“Change

of Control” means an event or series of events by which (a) a majority of the seats (other than vacant seats) on the board

of directors (or equivalent governing body) of the Borrower shall at any time be occupied by Persons who were neither (i) nominated,

approved or appointed by the board of directors (or equivalent governing body) of the Borrower nor (ii) nominated, approved or appointed

by individuals so nominated, approved, or appointed, (b) the Borrower shall fail to own, directly or indirectly, free and clear of all

Liens or other encumbrances (other than Liens created pursuant to any Loan Document), 100% of the aggregate ordinary voting power and

economic interests represented by the issued and outstanding Equity Interests of each of its Subsidiaries (or such lesser percentage

as may be owned, directly or indirectly, as of the Closing Date or the later acquisition thereof) except where such failure is as a result

of a transaction permitted by the Loan Documents or (c) any change in control (or similar event, however denominated) with respect to

the Borrower shall occur under and as defined in any indenture or agreement in respect of Material Indebtedness to which the Borrower

is a party; provided, however, that the election of directors to the board of directors of the Borrower by holders of the

Borrower’s outstanding preferred stock pursuant to and in accordance with the terms of the certificate of designations for such

preferred stock (including any amendment thereto) solely as a result of accumulated dividends in arrears shall not, in and of itself,

constitute a Change of Control hereunder, so long as such election is not for the majority of the seats (other than vacant seats) on

the board of directors.

“Citizens

Bank” means Citizens Bank, N.A., a national banking association.

“Class”,

when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans

Term Loans or Swingline Loans, and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment

or Term Loan Commitment.

“Closing

Date” means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section

10.2).

“Code”

means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”

means all the “Collateral” as defined in the Collateral Documents and all other property of whatever kind and nature pledged

or charged, or purported to be pledged or charged, as collateral under any Collateral Document. For the avoidance of doubt, the assets

of Excluded Subsidiaries shall not constitute “Collateral”.

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“Collateral

Access Agreement” means each landlord waiver, bailee waiver or other agreement, in form and substance reasonably satisfactory

to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, assignee, consignee, customs

broker, or other similar Person) in possession of any Collateral or any landlord of any Loan Party for any Real Property subject to a

mortgage or where Collateral with a value in excess of $250,000 is located, provided that when such term is used herein or in

any other Loan Document, the Borrower shall have ninety (90) days from the date of occupancy of any new location to deliver any such

Collateral Access Agreement.

“Collateral

and Guarantee Requirement” means, at any time, the requirement that:

(a)

the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section

4.1, or, following the Closing Date, pursuant to pursuant to Section 6.15 (to the extent not delivered on the Closing Date)

or Section 6.12, duly executed by each Loan Party that is a party thereto;

(b)

all Secured Obligations shall have been unconditionally guaranteed jointly and severally on a senior basis by each of the Guarantors;

(c)

except to the extent otherwise provided hereunder or under any Collateral Document, the Secured Obligations shall have been secured by

a perfected first priority (subject to Liens expressly permitted pursuant to Section 7.2) security interest in substantially all

tangible and intangible assets of each Loan Party (including (i) accounts receivable, (ii) deposit accounts, commodity accounts and security

accounts which shall be Controlled Accounts except that no Excluded Account (as such term is defined in the Security Agreement) shall

be required to be a Controlled Account, (iii) inventory, (iv) machinery and equipment, (v) investment property, (vi) cash, (vii) Intellectual

Property, (viii) other general intangibles, (ix) Reserved, (x) Pledged Debt, Pledged Debt Securities and Pledged Equity Interests (as

such terms are defined in the Security Agreement), (xi) motor vehicles (provided that no action shall be required to be taken

to perfect the security interest therein other than the filing of a UCC financing statement) and (xii) the proceeds of the foregoing),

it being understood that (A) each pledge of the Equity Interests in a Material First Tier Foreign Subsidiary shall be made pursuant

to a Foreign Pledge Agreement as well as the Security Agreement, (B) in the case of the pledge of Equity Interests (including pledges

described in clause (A) above), the Administrative Agent shall have received all stock certificates or other instruments (if any) representing

such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank; provided

that the pledge of any shares in respect of any Subsidiaries that are not Wholly-Owned Subsidiaries shall be limited to the shares actually

owned by the applicable pledgor;

(d)

the Secured Obligations shall have been secured by a first priority security interest in (i) all Indebtedness of the Borrower and its

Subsidiaries that is owing to any Loan Party which shall be evidenced by the Master Intercompany Note and (ii) all other Indebtedness

owed to a Loan Party, which if evidenced by a promissory note or other instrument, shall have been pledged to the Administrative Agent,

and in each case under clauses (i) and (ii), the Administrative Agent shall have received the Master Intercompany Note and such other

promissory notes and other instruments together with note powers or other instruments of transfer with respect thereto endorsed in blank;

(e)

none of the Collateral shall be subject to any Lien other than Liens expressly permitted by Section 7.2; and

(f)

the Administrative Agent shall have received a Perfection Certificate from the Borrower with respect to each Loan Party.

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The

foregoing definition shall not require the creation or perfection of pledges of or security interests in particular assets if and for

so long as the Administrative Agent agrees in writing that the cost of creating or perfecting such pledges or security interests in such

assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The

Administrative Agent may grant extensions of time for the perfection of security interests in and the other requirements pursuant to

this definition with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests

in the assets of the Loan Parties on such date) where it reasonably determines (and without the consent of any other Secured Party),

that, except as may be required by law, perfection or other requirements cannot be accomplished without undue effort or expense by the

time or times at which it would otherwise be required by this Credit Agreement or the Collateral Documents.

Notwithstanding

the foregoing provisions of this definition or anything in this Credit Agreement or any other Loan Document to the contrary, (a) Liens

required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations

set forth herein and in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the

Administrative Agent and the Borrower, (b) in no event shall the Collateral include any Excluded Assets (as such term is defined in the

Security Agreement), and (c) notwithstanding anything to the contrary included in this definition, delivery of only the Collateral Documents

required to be delivered by Section 4.1 shall be a condition precedent to the Credit Extensions on the Closing Date.

“Collateral

Documents” means, collectively, the Security Agreement, each account control agreement, including, without limitation,

the Securities Account Control Agreement, each Foreign Pledge Agreement, the Securities Account Pledge Agreement, each Collateral Access

Agreement, each Copyright Security Agreement, each Patent Security Agreement, each Trademark Security Agreement, each Perfection Certificate,

each agreement creating or perfecting rights in Cash Collateral and each other security agreement, instrument or other document executed

or delivered pursuant to the Collateral and Guarantee Requirement, Section 6.12, Section 6.15 or the Security Agreement

to secure any of the Secured Obligations.

“Commitment”

means with respect to any Lender, such Lender’s Revolving Commitment and Term Loan Commitment.

“Commitment

Fee” has the meaning assigned to such term in Section 3.2(a).

“Committed

Loan Notice” means a notice of a Borrowing (other than a Swingline Borrowing), a conversion of Loans from one Type to the other,

or a continuation of SOFR Loans pursuant to Section 2.2(a), which, if in writing, shall be substantially in the form of Exhibit

B-1.

“Commodity

Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.) and any successor statute.

“Communications”

means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan

Party pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Administrative Agent, any Lender

or any L/C Issuer by means of electronic communications pursuant to Section 10.1, including through the Platform.

“Compliance

Certificate” means a certificate, substantially in the form of Exhibit D.

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“Conforming

Changes” means, with respect to either the use or administration of the Benchmark, or the use, administration, adoption or

implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, for example and not by

way of limitation or prescription, changes to the definition of “Alternate Base Rate,” the definition of “Business

Day,” the definition of “Interest Period” or any similar or analogous definition, the definition of “Government

Securities Business Day,” 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

3.5, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate in connection

with the use or administration of the Benchmark or to reflect the adoption and implementation of any Benchmark Replacement or to permit

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

Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative

Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the

Administrative Agent decides is reasonably necessary in connection with the administration of this Credit Agreement and the other Loan

Documents).

“Connection

Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are

franchise Taxes or branch profits Taxes.

“Consolidated

Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and

amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition

costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount and amortization

of favorable or unfavorable lease assets or liabilities, of such Person and its Subsidiaries for such period on a consolidated basis

and otherwise determined in accordance with GAAP.

“Consolidated

EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries for

such period:

(a)

increased (without duplication) by the following, in each case, to the extent deducted (and not added back) in computing Consolidated

Net Income for such Person for such period:

(i)

federal, state, local and foreign income or franchise taxes of such Person and its Subsidiaries paid or payable in cash during such period;

plus

(ii)

Consolidated Interest Expense of such Person and its Subsidiaries to the extent paid or payable in cash or otherwise; plus

(iii)

Consolidated Depreciation and Amortization Expense of such Person and its Subsidiaries; plus

(iv)

non-cash losses and non-cash charges (including non-cash stock-based compensation expense, but excluding any non-cash charges that constitute

an accrual of or a reserve for future cash charges or are reasonably likely to result in a cash outlay in a future period); plus

(v)

loss realized in connection with the sale or Disposition of assets (including Dispositions pursuant to Sale and Leaseback transactions)

other than in the ordinary course of business; plus

(vi)

any fees paid in connection with the Credit Facilities, amendments, restatements, supplements, waivers, consents or other modifications

thereto, Incremental Term Facilities and increased Revolving Commitments or other matters related to the Loan Documents (including arranger

and upfront fees but excluding any Commitment Fees, L/C Participation Fees and L/C Fronting Fees payable under Section 3.2(a)

or Section 3.2(b)); plus

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(vii)

the amount of net cost savings and operating expense reductions projected by the Borrower in good faith to be realized as a result of

actions taken or expected to be taken within eighteen (18) months after the end of the applicable measurement period (which cost savings

and expense reductions shall be calculated on a pro forma basis as though such cost savings and expense reductions had been realized

on the first day of such measurement period), net of the amount of actual benefits realized during such period from such actions; provided

that (i) such cost savings and expense reductions are reasonably identifiable and factually supportable, (ii) no cost savings or expense

reductions shall be added back pursuant to this clause to the extent duplicative of any amounts already included in Consolidated EBITDA

for such period, and (iii) the aggregate amount added back pursuant to this clause shall not exceed fifteen percent (15%) of Consolidated

EBITDA for such period (calculated prior to giving effect to any adjustment pursuant to this clause); plus

(viii)

costs and expenses incurred in connection with any Permitted Acquisition or other Investment permitted hereunder, including integration

costs, transition costs, retention payments, and costs associated with the consolidation of operations, facilities, systems and personnel,

in each case incurred within twenty-four (24) months following the consummation of such Permitted Acquisition or Investment; provided

that the aggregate amount added back pursuant to this clause in any twelve (12)-month period shall not exceed $500,000.00 (it being understood

that such costs and expenses shall include, without limitation, severance payments, lease termination costs, system migration costs,

and professional fees directly attributable to such integration activities); plus

(ix)

in connection with any Permitted Acquisition consummated during the applicable measurement period, the Consolidated EBITDA attributable

to the acquired business or assets for the portion of such measurement period prior to the date of consummation of such Permitted Acquisition,

as determined in good faith by the Borrower based on the historical financial statements of the acquired business; provided that

(i) such pro forma adjustments shall be calculated in accordance with Article 11 of Regulation S-X under the Securities Act of 1933,

as amended, or otherwise in a manner reasonably acceptable to the Administrative Agent, (ii) any cost savings included in such pro forma

calculation shall comply with the limitations set forth in clause (vii) above, and (iii) for the avoidance of doubt, any Consolidated

EBITDA attributable to a Disposed business or assets shall be excluded from the calculation of Consolidated EBITDA for all periods during

which such business or assets were owned by the Borrower; plus

(x)

non-recurring cash charges incurred in connection with the settlement or resolution of litigation, arbitration, regulatory proceedings

or governmental investigations, to the extent such charges (i) are non-recurring in nature, (ii) do not arise in the ordinary course

of business, and (iii) in the aggregate do not exceed $500,000.00 in any twelve (12)-month period; provided that any such charges

covered by insurance proceeds actually received shall not be added back pursuant to this clause;

(xi)

other non-recurring, non-cash or extraordinary charges, losses or expenses as reasonably proposed in writing by the Borrower and approved

by the Administrative Agent;

(b)

decreased (without duplication) by the following, in each case, to the extent taken into account (or added back) in computing Consolidated

Net Income for such Person for such period:

(i)

interest income to the extent received in cash or otherwise during such period; plus

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(ii)

any gain realized in connection with the sale or Disposition of assets (including Dispositions pursuant to Sale and Leaseback transactions)

other than in the ordinary course of business or the Disposition of any securities or the extinguishment of any Indebtedness; plus

(iii)

any extraordinary and/or non-recurring income, including; without limitation, proceeds of insurance arising from claims related to a

certain recent cyber-security breach.

For

purposes of determining the Consolidated Leverage Ratio, (a) there shall be included in determining Consolidated EBITDA of the Borrower

and its Subsidiaries for any period, without duplication, (i) the Acquired EBITDA of any Acquired Entity or Business on a Pro Forma Basis

and (b) there shall be excluded in determining Consolidated EBITDA of the Borrower and its Subsidiaries for any period, the Disposed

EBITDA of any Sold Entity or Business on a Pro Forma Basis.

“Consolidated

Fixed Charge Coverage Ratio” means, with respect to any Measurement Period, the ratio of (a) the result of (i) the Consolidated

EBITDA of the Borrower and its Subsidiaries, minus (ii) the aggregate amount of all unfunded Capital Expenditures of the Borrower and

its Subsidiaries made in cash (except to the extent financed with the proceeds of Indebtedness (other than a Revolving Borrowing)), minus

(iii) federal, state, local and foreign income and franchise taxes paid in cash by the Borrower and its Subsidiaries determined on a

consolidated basis, minus (iv) Restricted Payments made in cash by the Borrower and its Subsidiaries to Persons other than the Borrower

and its direct and indirect Subsidiaries (excluding any dividends required to be made pursuant to the Preferred Stock Redemption), to

(b) Consolidated Fixed Charges of the Borrower and its Subsidiaries.

“Consolidated

Fixed Charges” means, for the Borrower and its Subsidiaries for any period, the sum, without duplication, of each of the following

with respect to the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP:

(a)

Consolidated Interest Expense of the Borrower and its Subsidiaries for such period, plus

(b)

the aggregate of all scheduled principal amounts that become payable during such period in respect of Indebtedness of the Borrower and

its Subsidiaries (excluding the repayment of loans in connection with the Existing Credit Agreement Refinancing made on the Closing Date).

Notwithstanding

anything to the contrary contained herein, for purposes of calculating the Consolidated Fixed Charge Coverage Ratio for each of the first

three (3) fiscal quarters ending after the Closing Date, Consolidated Fixed Charges shall include scheduled principal amortization payments

on the Term Loan calculated on a pro forma basis as if such Indebtedness had been outstanding for the entire applicable Measurement Period,

giving effect to the principal amortization schedule in effect as of the Closing Date.

“Consolidated

Interest Expense” means, with respect to any Person and its Subsidiaries for any period, the sum of (a) consolidated total

interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including

(without duplication), amortization of debt issuance costs and original issue discount, premiums paid to obtain payment, financial assurance

or similar bonds, interest capitalized during construction, non-cash interest payments, the interest component of any deferred payment

obligations, the interest component of all payments under Finance Leases and the implied interest component of Synthetic Lease Obligations

(regardless of whether accounted for as interest expense under GAAP), all commissions, discounts and other fees and charges owed with

respect to letters of credit and bankers’ acceptances and net costs in respect of any obligations under any Swap Agreements constituting

interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of such Person and its Subsidiaries),

plus (b) all cash dividends paid on Series A preferred stock during such period other than to such Person or a Loan Party, plus

or minus, as applicable, to the extent they would otherwise be included in interest expense under GAAP, unrealized gains and losses arising

from derivative financial instruments issued by such Person for the benefit of such Person or its Subsidiaries, in each case determined

on a consolidated basis for such period.

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“Consolidated

Leverage Ratio” means, with respect to any Measurement Period, the ratio of (a) Consolidated Total Debt of the Borrower

and its Subsidiaries as of the last day of such Measurement Period to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for

such Measurement Period.

“Consolidated

Net Income” means, for any Person (the “first Person”) for any period, the sum of net income (or loss) for such

period of such first Person and its subsidiaries determined on a consolidated basis in accordance with GAAP, excluding, without duplication,

to the extent included in determining such net income (or loss) for such period: (a) any income (or loss) of any other Person (the “second

Person”) if such second Person is not a subsidiary of such first Person, except that such first Person’s equity in the net

income of any second Person for such period shall be included in the determination of Consolidated Net Income up to the aggregate amount

of cash actually distributed by such second Person during such period to such first Person or any of its subsidiaries as a dividend or

other distribution, (b) the income (or loss) of any second Person accrued prior to the date it became a subsidiary of such first Person

or is merged into or consolidated with such first person or any of its subsidiaries or such second Person’s assets are acquired

by such first person or any of its subsidiaries, (c) non-recurring gains (or losses), (d) the income of any subsidiary of such first

Person to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of that income is prohibited

by operation of the terms of its charter or any agreement, instrument, judgment, decree, statute, rule or governmental regulation applicable

to such subsidiary, and (e) all non-cash adjustments made to translate foreign assets and liabilities for changes in foreign exchange

rates made in accordance with ASC 830.

“Consolidated

Total Debt” means, with respect to any Person and its Subsidiaries at any time and as determined on a consolidated basis and

without duplication, an amount equal to the sum of Indebtedness of the type set forth in clauses (a), (b), (c), (e), (g), (h) and (k)

of the definition thereof, minus the sum of any such Indebtedness that is subordinated in right of payment including, without

limitation, any Subordinated Debt.

“Contested

in Good Faith” means, with respect to any matter, that such matter is being contested in good faith by appropriate proceedings

diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

“Contractual

Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or

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

“Control”

means 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 analogous thereto.

“Controlled

Account” means, as the context may require, a commodities account, deposit account and/or securities account that is subject

to a Control Agreement (as defined in the Security Agreement) in form and substance satisfactory to the Administrative Agent and, with

respect to Cash Collateral, the L/C Issuer.

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“Controlled

Foreign Corporation” means a controlled foreign corporation within the meaning of Section 957(a) of the Code.

“Copyright

Security Agreement” has the meaning assigned to such term in the Security Agreement.

“Credit

Agreement” means this Credit Agreement.

“Credit

Extension” means the making of a Loan or a L/C Credit Extension.

“Credit

Facilities” means the Revolving Facility and the Term Facility; each, a “Credit Facility”.

“Credit

Parties” means the Administrative Agent, the Swingline Lender, the L/C Issuer and the Lenders.

“Cure

Amount” has the meaning assigned to such term in Section 7.12(c).

“Cure

Right” has the meaning assigned to such term in Section 7.12(c).

“Daily

Simple SOFR” means, for any day, a rate per annum equal to the greater of (a) SOFR, with the conventions for this rate (which

will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended

by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that

if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the

Administrative Agent may establish another convention in its reasonable discretion, and (b) the Floor.

“Daily

SOFR Borrowing” means, as to any Borrowing, the Daily SOFR Loans comprising such Borrowing.

“Daily

SOFR Loan” means a Loan bearing interest based on the Daily SOFR Rate.

“Daily

SOFR Rate” means, for any day, a rate per annum equal to Term SOFR in effect on such day for a one-month Interest Period (subject

to the Floor referred to in the definition of “Term SOFR”).

“Debt

Incurrence” means the incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries (other than Indebtedness

permitted by Section 7.1).

“Debtor

Relief Laws” means 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”

means any event or condition which constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or

waived, become an Event of Default.

“Default

Rate” means (a) when used with respect to the outstanding principal balance of any Loan, the sum of (i) the rate of interest

otherwise applicable thereto plus (ii) 2.00% per annum, and (b) when used with respect to any L/C Borrowing or any interest, fee

or other amount payable under the Loan Documents which shall not have been paid when due, the sum of (i) the Alternate Base Rate plus

(ii) the Applicable Margin applicable to ABR Revolving Borrowings plus (iii) 2.00% per annum.

-16-

“Defaulting

Lender” means, subject to Section 2.9(b), 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 Administrative

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 Administrative Agent, the L/C Issuer, the Swingline Lender or any other Lender any other amount

required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2)

Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Issuer or Swingline Lender 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 relates to such Lender’s obligation to fund a Loan hereunder and states that such position is

based on such Lender’s 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) cannot be satisfied), (c) has failed, within three (3)

Business Days after written request by the Administrative Agent or the Borrower, or, to the extent an L/C Issuer has outstanding L/C

obligations owed to it at such time, such L/C Issuer, to confirm in writing to the Administrative 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 Administrative Agent, such L/C Issuer or the Borrower, or (d) has,

or has a direct or indirect holding company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (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 holding 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 Administrative 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

(subject to Section 2.9(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer, the Swingline

Lender and each Lender.

“Disclosed

Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 5.6.

“Disposed

EBITDA” means, with respect to any Sold Entity or Business for any period, the historical Consolidated EBITDA of such Sold

Entity or Business for such period as certified by a Financial Officer of the Borrower, which historical Consolidated EBITDA shall be

calculated in a manner consistent with the definition of Consolidated EBITDA herein and to be based on financial statements for such

Sold Entity or Business prepared in accordance with GAAP (subject to the absence of footnote disclosures and year-end audit adjustments

with respect to financial statements that are not annual audited financial statements), provided that when such Disposed EBITDA

is excluded from Consolidated EBITDA it shall be on a Pro Forma Basis).

“Disposition”

means, with respect to any Person, the sale, transfer, license, lease or other disposition (including by way of Division, Sale Leaseback

or any sale or issuance of Equity Interests by way of a merger or otherwise) by such Person to any other Person, with or without recourse,

of (a) any notes or accounts receivable or any rights and claims associated therewith, (b) any Equity Interests of any Subsidiary (other

than directors’ qualifying shares), or (c) any other assets, provided, however, that none of the following shall

constitute a Disposition: (i) any sale, transfer, license, lease or other disposition by (A) a Loan Party to another Loan Party or (B)

a Non-Loan Party Subsidiary to another Non-Loan Party Subsidiary, in each case, on terms which are no less favorable than are obtainable

from any Person which is not one of its Affiliates, (ii) the collection of accounts receivable and other obligations in the ordinary

course of business, (iii) sales of inventory in the ordinary course of business, and (iv) dispositions of substantially worn out, damaged,

uneconomical, surplus or obsolete equipment, equipment that is no longer useful in the business of the Borrower or its Subsidiaries.

Each of the terms “Dispose” and “Disposed” when used as a verb shall have an analogous meaning.

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“Disqualified

Equity Interest” means, with respect to any Person, any Equity Interest of such Person which, by its terms, or by the terms

of any security or other Equity Interests into which it is convertible or for which it is exchangeable, or upon the happening of any

event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests and cash in lieu of fractional

shares of such Equity Interests) pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset

sale so long as any rights of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to

the prior occurrence of the Termination Date), (b) is redeemable at the option of the holder thereof (other than solely for Qualified

Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible

into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case,

prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Equity Interests are issued.

“Division”

means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons,

whether pursuant to a “plan of division” or similar arrangement pursuant to Section 18-217 of the Delaware Limited Liability

Company Act or any similar provision under the laws of any other applicable jurisdiction and pursuant to which the Dividing Person may

or may not survive.

“Dollars”

or “$” refers to the lawful money of the United States.

“Domestic

Subsidiary” means a Subsidiary incorporated or organized under the laws of the United States, or any state, commonwealth or

other political subdivision thereof (including, for the avoidance of doubt, the District of Columbia).

“EEA

Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject

to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution

described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that 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” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA

Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority

of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective

Yield” means, with respect to any Term Facility existing as of any date of determination, the sum of (a) the higher of (i)

Term SOFR for an Interest Period closest to one month and (ii) the applicable Floor with respect thereto as of such date, (b) the Applicable

Margin (or other applicable margin) as of such date for SOFR Loans (or other loans that accrue interest by reference to a similar reference

rate) and (c) the amount of original issue discount and upfront fees thereon (converted to yield assuming the lesser of (x) a four year

average life and (y) the remaining life to maturity, and without any present value discount), but excluding the effect of any arrangement,

structuring, underwriting and syndication fees and other fees payable in connection therewith that are neither shared with nor generally

paid to all Lenders.

“Eligible

Assignee” means any Person that meets the requirements to be an assignee under Section 10.4(b)(iii), (v) and (vi)

(subject to such consents, if any, as may be required under Section 10.4(b)(iii)).

“Environmental

Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices

of liability, non-compliance or violation, investigations, proceedings, settlements, consent decrees, consent orders, consent agreements

and all costs and liabilities relating to or arising from or under any Environmental Law, including (a) any and all claims by Governmental

Authorities for enforcement, investigation, corrective action, cleanup, removal, response, remedial or other actions, cost recovery,

damages, natural resource damages or penalties pursuant to or arising under any Environmental Law, (b) any and all claims by any one

or more Persons seeking damages, contribution, restitution, indemnification, cost recovery, compensation or injunctive relief directly

or indirectly resulting from, based upon or arising under Environmental Law, pertaining to Hazardous Materials or an alleged injury or

threat of injury to human health, safety, natural resources, or the indoor or outdoor environment, and (c) all liabilities contingent

or otherwise, expenses, obligations, losses, damages, fines and penalties arising under any Environmental Law.

“Environmental

Law” means, collectively and individually any and all federal, state, local, or foreign statute, rule, regulation, code, guidance,

ordinance, order, judgment, directive, decree, injunction or common law as now or previously in effect and regulating, relating to or

imposing liability or standards of conduct concerning: the environment; protection of the environment and natural resources; air emissions;

water discharges; noise emissions; the Release, threatened Release or discharge into the environment and physical hazards of any Hazardous

Material; the generation, handling, management, treatment, storage, transport or disposal of any Hazardous Material or otherwise concerning

pollution or the protection of the outdoor or indoor environment, preservation or restoration of natural resources, employee or human

health or safety, and potential or actual exposure to or injury from Hazardous Materials.

“Environmental

Liability” means, in respect of any Person, any statutory, common law or equitable liability, contingent or otherwise of such

Person directly or indirectly resulting from, arising out of or based upon (a) the violation of any Environmental Law or Environmental

Permit, or (b) an Environmental Claim.

“Environmental

Permit” means any permit, approval, authorization, certificate, license, variance, filing or permission required by or from

any Governmental Authority pursuant to any Environmental Law.

“Equity

Interests” means, with respect to any Person, (a) shares of capital stock of (or other ownership or profit interests in) such

Person, (b) warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other

ownership or profit interests in) such Person, (c) securities (other than Indebtedness) convertible into or exchangeable for shares of

capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition

from such Person of such shares (or such other interests), and (d) all other ownership or profit interests in such Person (including

partnership, member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options, rights

or other interests are outstanding on any date of determination.

“ERISA”

means the Employee Retirement Income Security Act of 1974, and the rules and regulations issued thereunder.

-18-

“ERISA

Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single

employer under Section 414(b) or 414(c) of the Code or, solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430

of the Code, is treated as a single employer under subsection (b), (c), (m) or (o) of Section 414 of the Code.

“ERISA

Event” means (a) any “reportable event”, as defined in Section 4043(c) of ERISA with respect to a Pension Plan

(other than an event for which the 30-day notice period referred to in Section 4043 of ERISA is waived); (b) the existence with respect

to any Pension Plan of a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA or Section 4975(c)(1) of

the Code; (c) any failure of any Pension Plan to satisfy the “minimum funding standard” applicable to such Pension Plan under

Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA, whether or not waived; (d) the filing pursuant to Section

412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension

Plan, the failure to make by its due date a required installment under Section 430(j)(3) of the Code with respect to any Pension Plan

or the failure of any Loan Party or ERISA Affiliate to make any required contribution to any Multiemployer Plan; (e) a determination

that any Pension Plan is, or is expected to be, in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section

303(i)(4) of ERISA; (f) the incurrence by any Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect

to the termination of any Pension Plan including the imposition of any Lien in favor of the PBGC or any Pension Plan(other than for PBGC

premiums due but not delinquent under Section 4007 of ERISA); (g) the filing of a notice of intent to terminate, the treatment of a Pension

Plan amendment as a termination under Section 4041 or Section 4041A or ERISA, the receipt by any Loan Party or any ERISA Affiliate from

the PBGC or a Pension Plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to

appoint a trustee to administer any Pension Plan under Section 4042 of ERISA or the occurrence of an event or condition which constitutes

grounds under Section 4042 of ERISA or the termination of, or the appointment of a trustee to administrator, any Pension Plan; (h) any

limitations under Section 436 of the Code become applicable; (i) the incurrence by any Loan Party or any of its ERISA Affiliates of any

liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan; (j) a withdrawal by any Loan

Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer

(as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of

ERISA; (k) the receipt by any Loan Party or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Loan

Party or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer

Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in endangered or critical status

within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; or (l) the imposition on any Loan Party or any ERISA

Affiliate of any tax under Chapter 43 of Subtitle D of the Code, or the assessment of a civil penalty on any Loan Party or any ERISA

Affiliate under Section 502(c) of ERISA.

“Erroneous

Payment” has the meaning assigned to such term in Section 9.13(a).

“Erroneous

Payment Deficiency Assignment” has the meaning assigned to such term in Section 9.13(d)(i).

“Erroneous

Payment Impacted Class” has the meaning assigned to such term in Section 9.13(d)(i).

“Erroneous

Payment Return Deficiency” has the meaning assigned to such term in Section 9.13(d)(i).

“Erroneous

Payment Subrogation Rights” has the meaning assigned to such term in Section 9.13(e).

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“EU

Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor

person), as in effect from time to time.

“Event

of Default” has the meaning assigned to such term in Section 8.1.

“Excluded

CEA Swap Obligation” means, with respect to any Guarantor, any CEA Swap Obligation if, and only to the extent that, all or

a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such CEA Swap Obligation

(or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures

Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Guarantor’s failure

for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations

thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such

CEA Swap Obligation. If a CEA Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply

only to the portion of such CEA Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes

illegal.

“Excluded

Subsidiary” means (a) any Subsidiary that is prohibited by applicable law, rule or regulation or by any contractual

obligation (to the extent such contractual obligation is existing (i) on the Closing Date or (ii) at the time of acquisition of such

Subsidiary so long as the prohibition or restriction in such contract is not entered into in contemplation thereof) from providing a

Guarantee of the Secured Obligations or which would require governmental (including regulatory or any other Governmental Authority’s)

consent, approval, license or authorization to provide such a Guarantee unless such consent, approval, license or authorization has been

received, (b) any Foreign Subsidiary, (c) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (d) any Foreign Subsidiary

Holdco, (e) any captive insurance company, and (f) any other Subsidiary with respect to which the Borrower reasonably determines in writing

the cost or other consequences of providing such a Guarantee shall be excessive in view of the benefits of such Guarantee to be afforded

to the Lenders therefrom, subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld, conditioned

or delayed).

“Excluded

Taxes” means 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 3.7(b)) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant

to Section 3.6, 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 Applicable Lending Office, (c) Taxes attributable to

such Recipient’s failure to comply with Section 3.6(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Extraordinary

Receipt” means any cash received by or paid to or for the account of any Loan Party or any Subsidiary thereof not in the ordinary

course of business and in excess of $1,000,000.00 in the aggregate during any fiscal year, including tax refunds, pension plan reversions,

proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for

lost earnings), and any purchase price adjustments; provided that “Extraordinary Receipt” shall not include any such

cash to the extent such cash is otherwise included in the determination of Net Cash Proceeds with respect to any Casualty Event. For

clarity, cash generated from equity raises shall not be considered an Extraordinary Receipt.

-20-

“FATCA”

means Sections 1471 through 1474 of the Code, as of the date of this Credit 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

and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices

adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections

of the Code.

“Federal

Funds Rate” means, for any day, a rate per annum (expressed as a decimal, rounded upwards, if necessary, to the next higher

1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System

arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding

such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for

such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day,

(b) if such rate is not so published for any day, the Federal Funds Rate for such day shall be the average of the quotations for such

day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it

and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Credit Agreement.

“Federal

Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fee

Letter” means the Fee Letter dated March 5, 2026, by and between the Borrower and Citizens Bank.

“Finance

Lease Obligations” means, at the time any determination thereof is to be made, the amount of the liabilities in respect of

Finance Leases that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes

thereto) prepared in accordance with GAAP.

“Finance

Leases” means all leases that are required to be capitalized in accordance with GAAP.

“Financial

Covenants” means the covenants set forth in Section 7.12(a) and (b).

“Financial

Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or

comptroller of such Person (or such other financial officer as is acceptable to the Administrative Agent).

“Fiscal

Year” means the four (4) fiscal quarter period of the Borrower ending on December 31 of each calendar year.

“Flood

Documents” has the meaning assigned to such term in Section 9.11.

“Flood

Insurance Laws” means, collectively, (i) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the

National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute

thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters

Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

-21-

“Flood

Insurance Policies” has the meaning assigned to such term in Section 6.10(b).

“Floor”

means 0.00% per annum.

“Foreign

Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S.

Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for

tax purposes.

“Foreign

Plan” means any employee pension benefit plan or arrangement (a) maintained, or contributed to by any Loan Party or Subsidiary

that is not subject to the laws of the United States, or (b) mandated by a government other than the United States for employees of any

Loan Party or Subsidiary.

“Foreign

Pledge Agreement” means, collectively, (a) any foreign pledge delivered at closing pursuant to Section 4.1 and (b) each local

law pledge agreement executed and delivered by a Loan Party and the Administrative Agent to grant a security interest in the Equity Interests

of a Material First Tier Foreign Subsidiary, each in form and substance satisfactory to the Administrative Agent.

“Foreign

Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Foreign

Subsidiary Holdco” means any Domestic Subsidiary that owns no material assets other than the Equity Interests of one

or more Foreign Subsidiaries that are Controlled Foreign Corporations.

“Fronting

Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s

L/C Exposure other than such Defaulting Lender’s L/C Exposure that has been reallocated to other Lenders or Cash Collateralized

in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Swingline Exposure

other than such Defaulting Lender’s Swingline Exposure that has been reallocated to other Lenders.

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in

commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

“GAAP”

means generally accepted accounting principles in effect from time to time in the United States.

“Government

Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry

and Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for

the entire day for purposes of trading in United States government securities.

“Governmental

Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether

state or local, and any department, commission, board, bureau, agency, authority, instrumentality, regulatory body, court, central bank

or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining

to government (including any supra national bodies such as the European Union or the European Central Bank) and any group or body charged

with setting financial accounting or regulatory capital rules or standards (including 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).

“Guarantee

Agreement” means the Guarantee Agreement, dated as of the date Closing Date, among the Guarantors and the Administrative

Agent.

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“Guarantees”

of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having

the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any

manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or

advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply

funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose

of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital

or any other financial statement condition or liquidity of the primary obligor as to enable the primary obligor to pay such Indebtedness

or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness

or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the

ordinary course of business. The term “Guaranteed” has a meaning analogous thereto. The amount of any Guarantee at any time

shall be deemed to be an amount equal to the lesser at such time of (i) the stated or determinable amount of the primary obligation in

respect of which such Guarantee is made (or, if not stated or determinable, the maximum reasonably anticipated amount of the obligations

in respect of which such Guarantee is made) and (ii) the maximum amount for which the guarantor may be liable pursuant to the terms of

the instrument embodying such Guarantee.

“Guarantors”

means (a) CC Acquisition, (b) CC Practice Management, (c) CC Health, (d) Medical Management, (e) MedSR, (f) CC Holdings, (g) AM Holdings,

(h) each other Subsidiary Guarantor, and (i) each other Person that becomes a party to the Guarantee Agreement as a Guarantor.

“Hazardous

Materials” means all substances, wastes, chemicals, pollutants, or other contaminants, including petroleum or petroleum

distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, mold, infectious, pharmaceutical or medical

wastes and all other substances of any nature that are now or hereafter regulated under any Environmental Law or are now or hereafter

defined, listed, classified, considered or described as hazardous, dangerous or toxic by any Governmental Authority or under any Environmental

Law.

“Indebtedness”

of any Person means, without duplication:

(a)

all obligations of such Person for borrowed money;

(b)

all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments, including seller

paper;

(c)

the maximum amount (after giving effect to any prior drawings or reductions which have been reimbursed) of all letters of credit (including

standby and commercial), banker’s acceptances, bank guaranties, surety bonds, and similar instruments issued or created by or for

the account of such Person;

(d)

the Swap Termination Value of each Swap Agreement (to the extent reflecting an amount owed by such Person or an amount that would be

owing were such Swap Agreement terminated);

(e)

the Attributable Indebtedness of such Person in respect of Finance Lease Obligations, Synthetic Debt and Synthetic Lease Obligations

of such Person (regardless of whether accounted for as indebtedness under GAAP);

(f)

all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the

ordinary course of business which are paid within ninety (90) days of their respective due dates and (ii) any purchase price adjustments,

earn out or similar obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP

and if not paid after becoming due and payable);

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(g)

indebtedness (excluding prepaid interest thereon) secured by a Lien (or for which the holder of such indebtedness has an existing right,

contingent or otherwise, to be secured by a Lien) on property owned or being purchased by such Person (including indebtedness arising

under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar

financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(h)

all obligations of such Person in respect of Disqualified Equity Interests;

(i)

all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted (e.g.,

take or pay obligations) or similar obligations and, without duplication, all obligations of such Person under conditional sale or other

title retention agreements relating to property or assets purchased by such Person; and

(j)

all Guarantees by such Person of any of the foregoing.

The

Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself

a corporation, company, or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness

is expressly made non-recourse to such Person. The amount of Indebtedness of any Person for purposes of clause (g) shall be deemed to

be equal to the greater of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered

thereby as determined by such Person in good faith.

“Indemnified

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

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

“Indemnitee”

has the meaning assigned to such term in Section 10.3(b).

“Information”

has the meaning assigned to such term in Section 10.14(b).

“Intellectual

Property” has the meaning assigned to such term in the Security Agreement.

“Interest

Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan) or Daily SOFR Loan, the last Business Day

of each calendar month and the Maturity Date of the Credit Facility under which such ABR Loan or Daily SOFR Loan was made, (b) with respect

to any SOFR Loan, the last day of the Interest Period therefor and, in the case of any Interest Period of more than three (3) months’

duration, each day prior to the last day of such Interest Period that occurs at a three-month interval after the first day of such Interest

Period, and the Maturity Date of the Credit Facility under which such SOFR Loan was made, and (c) with respect to any Swingline Loan,

the last Business Day of each calendar month and the earlier of the maturity date selected therefor pursuant to Section 2.3(b)(iii)

and the Revolving Maturity Date.

“Interest

Period” means, with respect to any applicable Loan or Borrowing, the period commencing on the date of such Loan or Borrowing

and ending on the numerically corresponding day in the calendar month that is one (1) or three (3) month(s) thereafter (in each case,

subject to the availability thereof), as specified in the applicable Committed Loan Notice; provided that (i) if any Interest

Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless

such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding

Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no

numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar

month of such Interest Period, (iii) no Interest Period shall extend beyond the Maturity Date and (iv) no tenor that has been removed

from this definition pursuant to Section 3.8(d) shall be available for specification in such Committed Loan Notice. For purposes

hereof, the date of a Loan or Borrowing initially shall be the date on which such Loan or Borrowing is made and thereafter shall be the

effective date of the most recent conversion or continuation of such Loan or Borrowing. Interest shall accrue from and including the

first day of an Interest Period to but excluding the last day of such Interest Period.

-24-

“Investment”

means, as to any Person, (a) any Acquisition by such Person, (b) any direct or indirect acquisition or investment by such Person in another

Person, whether by means of the purchase or other acquisition of Equity Interests or debt or other securities of another Person (including

any partnership or joint venture interest), or (c) any direct or indirect loan, advance or capital contribution to, Guarantee with respect

to any Indebtedness or other obligation of, such other Person. For purposes of covenant compliance, the amount of any Investment on any

date of determination shall be, in the case of any Investment in the form of (i) a loan or an advance, the principal amount thereof outstanding

on such date, (ii) a Guarantee, the amount of such Guarantee as determined in accordance with the last sentence of the definition of

such term, (iii) a transfer of Equity Interests or other property by the investor to the investee, including any such transfer in the

form of a capital contribution, or the issuance of Equity Interests to such investor, the fair market value (as determined reasonably

and in good faith by the chief financial officer of the Borrower) of such Equity Interests or other property as of the time of the transfer

or issuance, without any adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with respect to,

such Investment, and (iv) any Investment (other than any Investment referred to in clauses (i), (ii) or (iii) above) in the form of an

Acquisition or a purchase or other acquisition for value of any evidences of Indebtedness or other securities of any other Person, the

original cost of such Investment (including any Indebtedness assumed in connection therewith), plus the cost of all additions,

as of such date, thereto, and minus the amount, as of such date, of any portion of such Investment repaid to the investor in cash

as a repayment of principal or a return of capital, as the case may be, but without any other adjustment for increases or decreases in

value of, or write-ups, write-downs or write-offs with respect to, such Investment.

“IRS”

means the United States Internal Revenue Service.

“ISP”

means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may

be in effect at the applicable time of issuance).

“L/C

Advance” has the meaning assigned to such term in Section 2.4(c)(iii).

“L/C

Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on

the applicable L/C Honor Date or refinanced as a Revolving Borrowing.

“L/C

Credit Extension” means, with respect to any Letter of Credit, the issuance or renewal thereof or extension of the expiry date

thereof, or the reinstatement or increase of the amount thereof or any amendment thereto.

“L/C

Disbursement” means a payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C

Exposure” means, with respect to any Revolving Lender at any time, its Applicable Percentage of the L/C Obligations.

“L/C

Fronting Fee” has the meaning assigned to such term in Section 3.2(b)(ii).

“L/C

Honor Date” has the meaning assigned to such term in Section 2.4(c)(i).

“L/C

Issuer” means Citizens Bank in its capacity as issuer of Letters of Credit hereunder.

“L/C

Obligations” means, at any time, with respect to all of the Revolving Lenders, the sum, without duplication, of (a) the undrawn

portion of all Letters of Credit plus (b) the aggregate of all Unreimbursed Amounts in respect of Letters of Credit (unless refinanced

as a Revolving Borrowing), including all L/C Borrowings.

“L/C

Participation Fee” has the meaning assigned to such term in Section 3.2(b)(i).

“L/C

Sublimit” means an amount equal to the lesser of (a) $2,000,000.00 and (b) the aggregate amount of the Revolving Commitments.

The L/C Sublimit is a sublimit of the Revolving Commitments.

“Latest

Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder

at such time, in each case as extended in accordance with this Credit Agreement or pursuant to any other Loan Document from time to time.

“Laws”

means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,

codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental

Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not

having the force of law.

“Lead

Arranger” means Citizens Bank, in its capacity as lead arranger and bookrunner of the credit facilities established under this

Credit Agreement.

-25-

“Lenders”

means (a) the financial institutions listed on Schedule 2.1 (other than any such financial institution that has ceased to be a

party hereto pursuant to an Assignment and Acceptance) and (b) any financial institution that has become a party hereto pursuant to an

Assignment and Assumption. Unless the context clearly indicates otherwise, the term “Lenders” shall include the Swingline

Lender and, when acting in their capacities as lenders (and not solely in their administrative or issuing capacities), shall include

the Administrative Agent and any L/C Issuer.

“Letter

of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation

thereunder.

“Letter

of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from

time to time in use by the L/C Issuer.

“Letter

of Credit Documents” means, with respect to each Letter of Credit, such Letter of Credit, any amendments thereto, any documents

delivered in connection therewith, any Letter of Credit Application and any agreements, instruments, guarantees or other documents (whether

general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the

parties concerned or (b) any collateral for such obligations.

“Letter

of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date of the Revolving Facility

(or, if such day is not a Business Day, the next preceding Business Day).

“Lien”

means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest

in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, Capitalized Lease or title retention

agreement relating to such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with

respect to such securities.

“Loan”

means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, a Revolving Loan or a Swingline

Loan.

“Loan

Document Obligations” means the due and punctual payment and performance of all advances to, and debts, liabilities, obligations,

covenants and duties of, any Loan Party under or pursuant to each of the Loan Documents or otherwise with respect to any Loan or Letter

of Credit and all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges

and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent,

due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement

by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor

in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding.

“Loan

Documents” means, collectively, this Credit Agreement, the Notes, the Guarantee Agreement, each Letter of Credit Application,

any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.10, the Fee Letter, the

Collateral Documents and each other document entered into in connection herewith.

“Loan

Parties” means, collectively, (a) the Borrower, (b) the Guarantor and (c) the Subsidiary Guarantors.

“Margin

Stock” has the meaning assigned to such term in Regulation U.

“Master

Agreement” has the meaning assigned to such term in the definition of “Swap Agreement.”

“Master

Intercompany Note” means a promissory note substantially in the form of Exhibit G.

“Material

Adverse Effect” means (a) a material adverse effect on the business, assets, operations, liabilities, or condition, financial

or otherwise, of the Loan Parties and their respective Subsidiaries, taken as a whole, (b) the condition that results when the legality,

validity or enforceability of any Loan Document is affected in a manner that is material and adverse to the Lenders, (c) the condition

that results when the ability of any Loan Party to perform any of its obligations under any Loan Document is affected in a manner that

is material and adverse to the Lenders, or (d) the condition that results when the rights of or benefits available to the Credit Parties

under any Loan Document is affected in a manner that is material and adverse.

“Material

First Tier Foreign Subsidiary” means (a) any first tier Foreign Subsidiary listed on Schedule 5.13 and (b) each other

first tier Foreign Subsidiary of a Loan Party which, as of the last day of any fiscal quarter, satisfies any of the following tests:

(a)

such Foreign Subsidiary’s total tangible assets (after intercompany eliminations) exceeds three percent (3%) of consolidated total

tangible assets of the Borrower and its Subsidiaries; or

(b)

such Foreign Subsidiary’s income (not to include losses) for the last twelve (12) months ending as of the last day of such fiscal

quarter from continuing operations before income taxes, extraordinary items and the cumulative effect of a change in accounting principles

of such Foreign Subsidiary for such period exceeds three percent (3%) of the income (not to include losses) for the last twelve (12)

months ending as of the last day of such fiscal quarter from continuing operations before income taxes, extraordinary items and the cumulative

effect of a change in accounting principles of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with

GAAP; or

the

aggregate amount of all investments or other transfers of cash or property made, directly or indirectly, in such Foreign Subsidiary after

the Agreement Date (whether in the form of debt, equity, a combination thereof or otherwise) by any Loan Party after the Agreement Date

exceeds $500,000.00 in the aggregate provided, that the sale of inventory in the ordinary course from any one or more of the Loan

Parties to such Foreign Subsidiary shall not be included as an investment or other transfer of cash or property for purposes of this

clause (c) until the date ninety (90) days from the date of shipment or other transfer of such inventory to the extent the Foreign Subsidiary

has not paid for such inventory.

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“Material

Indebtedness” means, as of any date, Indebtedness (other than Indebtedness under the Loan Documents) or obligations in respect

of one or more Swap Agreements, of any one or more of the Loan Parties or any of their Subsidiaries in an aggregate principal amount

exceeding the Threshold Amount. For purposes of determining Material Indebtedness, the “principal amount” of the obligations

in respect of any Swap Agreement at any time shall be its Swap Termination Value. Material Indebtedness shall not include any obligations

in respect of the Borrower’s preferred stock (including accrued and unpaid dividends thereon) or any interests of the Borrower.

“Maturity

Date” means (a) with respect to the Revolving Facility, the Revolving Maturity Date and (b) with respect to the Term Loans,

the Term Maturity Date.

“Measurement

Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Borrower

ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.1(a)

or Section 6.1(b) or, prior to the first such requirement, the four quarter period ended December 31, 2025. A Measurement Period

may be designated by reference to the last day thereof (e.g. the June 30, 2026 Measurement Period refers to the period of four

consecutive fiscal quarters of the Borrower ended June 30, 2026), and a Measurement Period shall be deemed to end on the last day thereof.

“Medical

Management” means Meridian Medical Management, Inc. (d/b/a Origin Healthcare Solutions), a Delaware corporation.

“medSR”

means medSR, Inc., a Delaware corporation.

“Minimum

Collateral Amount” means, with respect to any L/C Obligations at any time, an amount equal to 105% of such L/C Obligations

at such time.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Multiemployer

Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net

Cash Proceeds” means, with respect to any (a) Disposition or Casualty Event by any Loan Party or any of its Subsidiaries, the

cash proceeds (including cash proceeds subsequently received (as and when received) in respect of non-cash consideration initially received

and including all insurance settlements and condemnation awards from any single event or series of related events) net of the sum, without

duplication, of (i) transaction expenses (including reasonable broker’s fees or commissions, legal fees, accounting fees, investment

banking fees and other professional fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes paid

or payable in connection with the receipt of such cash proceeds), (ii) amounts set aside as a reserve, in accordance with GAAP, including

pursuant to any escrow arrangement, against any liabilities under any indemnification obligations associated with such Disposition (provided

that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds),

(iii) in the case of insurance settlements and condemnation awards related to a Casualty Event, amounts previously paid by such Loan

Party or such Subsidiary to replace or restore the affected property, and (iv) the principal amount, premium or penalty, if any, interest

and other amounts on any Indebtedness for borrowed money which is secured by a Lien on the asset sold in such Disposition which is senior

in priority to the Liens securing Secured Obligations and is required to be repaid with such proceeds (other than any such Indebtedness

assumed by the purchaser of such asset), and (b) with respect to any Debt Incurrence, the cash proceeds thereof, net of all taxes

and customary fees, commissions, costs and other expenses (including reasonable broker’s fees or commissions, legal fees, accounting

fees, investment banking fees and other professional fees, and discounts and commissions) incurred in connection therewith

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“Non-Consenting

Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all or all

affected Lenders in accordance with the terms of Section 10.2 and (b) has been approved by the Required Lenders and, in the case

of amendments that require the approval of all or all affected Lenders of a particular Class, Required Class Lenders of such Class.

“Non-Defaulting

Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Loan

Party Subsidiary” means any Subsidiary of the Borrower that is not a Loan Party.

“Nonrenewal

Notice Date” has the meaning assigned to such term in Section 2.4(b)(iii).

“Notes”

means, collectively, the Revolving Loan Notes, the Term Loan Notes and the Swingline Loan Notes.

“OFAC”

means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Organizational

Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent

or comparable constitutive documents with respect to any non-United States jurisdiction), (b) with respect to any limited liability company,

the certificate or articles of formation or organization and operating or limited liability company agreement and (c) with respect to

any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement

of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation

or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any

certificate or articles of formation or organization of such entity.

“Other

Connection Taxes” means, 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” means 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 3.7(b)).

“Outstanding

Amount” means (a) with respect to any Loan on any date, the outstanding principal amount thereof after giving effect to any

borrowings and prepayments or repayments thereof (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit

or L/C Borrowings as a Revolving Borrowing) occurring on such date, and (b) with respect to any Letter of Credit, Unreimbursed Amount,

L/C Borrowing or L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any related L/C Credit

Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding

Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters

of Credit or related L/C Credit Extensions as a Revolving Borrowing) or any reductions in the maximum amount available for drawing under

related Letters of Credit taking effect on such date.

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“Participant”

has the meaning assigned to such term in Section 10.4(d).

“Participant

“Patent

Security Agreement” has the meaning assigned to such term in the Security Agreement.

“Payment

Recipient” has the meaning assigned to such term in Section 9.13(a).

“PBGC”

means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension

Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA

or Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA, and in respect of which any Loan Party or any ERISA

Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined

in Section 3(5) of ERISA.

“Perfection

Certificate” means a perfection certificate in a form acceptable to the Administrative Agent.

“Permitted

Acquisitions” means, collectively, each Acquisition which satisfies each of the following conditions:

(a)

at the time of and immediately before and after giving Pro Forma Effect thereto, no Default shall have occurred and be continuing;

(b)

such Acquisition shall be consensual and, if applicable, has been approved by the Acquisition target’s board of directors (or comparable

governing body);

(c)

the Person, assets or business unit acquired in the Acquisition shall be engaged in an Approved Line of Business;

(d)

such Acquisition and all transactions related thereto shall be consummated in accordance with material laws, ordinances, rules, regulations

and requirements of all Governmental Authorities;

(e)

all actions, if any, required to be taken with respect to such newly created or acquired Subsidiary (including each Subsidiary thereof)

or assets in order to satisfy the requirements set forth in the definition of the term “Collateral and Guarantee Requirement”

to the extent applicable shall be taken (or arrangements for the taking of such actions reasonably satisfactory to the Administrative

Agent shall have been made) within the time frames set forth in Section 6.12;

(f)

to the extent required by the Collateral and Guarantee Requirement, (i) the property, assets, businesses and Equity Interests acquired

in such Acquisition shall become Collateral and (ii) any newly created or acquired Subsidiary (other than an Excluded Subsidiary) shall

become a Subsidiary Guarantor, in each case in accordance with Section 6.12;

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(g)

the aggregate cash consideration (including any Indebtedness assumed in any such transaction but excluding any amounts paid for with

equity contributions from any direct or indirect equity holder of any Loan Party or any of its Subsidiaries) paid by any Loan Party or

any of its Subsidiaries in connection with all such Acquisitions shall not exceed $2,500,000.00 in the aggregate per Fiscal Year;

(h)

after giving Pro Forma Effect to such Acquisition and, if applicable, the making of a Credit Extension in connection with such Acquisition,

(i) the Consolidated Leverage Ratio shall be no greater that the Consolidated Leverage Ratio in effect at the time of this calculation

pursuant to Section 7.12 (a) of the Credit Agreement , but reduced (for this purpose only) by .50x and (ii) the Borrower shall

be in compliance with Section 7.12(b) of this Credit Agreement;

(i)

not later than ten (10) Business Days (or such shorter period as may be reasonably practicable, if approved by the Administrative Agent)

prior to the consummation of any such Acquisition that is not funded solely with equity contributions, the Borrower shall have delivered

to the Administrative Agent (i) substantially final form purchase and sale agreement for such Acquisition, if available, (ii) a detailed

description of the proposed Acquisition, (iii) a quality of earnings report, (iv) financial statements for the Borrower including the

Acquisition target on a Pro Forma Basis and (v) any other information to the extent reasonably requested by the Administrative Agent;

(j)

to the extent the cash purchase price of any such Acquisition is not funded solely with equity contributions, the Borrower shall have

delivered to the Administrative Agent within five (5) Business Days after the Acquisition, fully executed copies of the acquisition agreements

for such Acquisition together with all schedules thereto, and, to the extent required to be obtained under the terms of the acquisition

agreements for such Acquisition, the applicable party under such acquisition agreements shall have received all required regulatory and

third party approvals; and

(k)

unused availability under the Revolving Facility shall be at least $3,000,000.00 after giving Pro Forma Effect to the Acquisition.

“Permitted

Encumbrances” means:

(a)

Liens imposed by law for taxes, assessments or other governmental charges that are not yet due or are being Contested in Good Faith,

provided that enforcement of such Liens is stayed pending such contest;

(b)

landlords’, vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and

other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than

thirty (30) days or are being Contested in Good Faith, provided that enforcement of such Liens is stayed pending such contest;

(c)

pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and

other social security laws or regulations;

(d)

deposits to secure the performance of bids, trade contracts (other than contracts for the payment of money), leases (other than Finance

Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each

case incurred in the ordinary course of business;

(e)

judgment liens in respect of judgments that do not constitute an Event of Default under Section 8.1(k);

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(f)

easements, zoning restrictions, rights of way and similar encumbrances on real property imposed by law or arising in the ordinary course

of business that do not secure any monetary obligation and do not materially detract from the value of the affected property or interfere

with the ordinary conduct of business of the Loan Parties and their respective Subsidiaries;

(g)

any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement

entered into in the ordinary course of business, provided that the same do not in any material respect interfere with the business

of the Loan Parties or their Subsidiaries or materially detract from the value of the relevant assets of the Loan Parties or its Subsidiaries;

(h)

licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business, provided

that the same do not in any material respect interfere with the business of the Loan Parties or their Subsidiaries or materially detract

from the value of the relevant assets of the Loan Parties or their Subsidiaries;

(i)

customary rights of set off, bankers’ liens, refunds or charge backs, under deposit agreements, the Uniform Commercial Code or

common law, of banks or other financial institutions where any Loan Party or any of such Loan Party’s Subsidiaries maintains deposits

(other than deposits intended as cash collateral) in the ordinary course of business;

(j)

Liens on Margin Stock to the extent that a prohibition on such Liens would violate Regulation U;

(k)

Liens (i) on earnest money deposits made in cash by the Borrower or any of its Subsidiaries in connection with any letter of intent or

purchase agreement in connection with a Permitted Acquisition or other Investment permitted under this Credit Agreement or (ii) on amounts

deposited as “security deposits” (or their equivalent) in the ordinary course of business in connection with actions or transactions

not prohibited by this Credit Agreement;

(l)

Liens in favor of customs and revenue authorities arising in the ordinary course of business as a matter of law to secure payment of

customs duties in connection with the importation of goods;

(m)

Liens resulting from the filing of precautionary UCC-1 financing statements (or equivalent) with respect to operating leases;

(n)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any

Loan Party or any of its Subsidiaries in the ordinary course of business;

(o)

Liens incurred in the ordinary course of business imposed by law in connection with the purchase or shipping of goods or assets (or the

related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such

goods or assets; and

(p)

Liens otherwise approved in writing by the Administrative Agent;

provided

that the term “Permitted Encumbrance” shall not include any Lien securing Indebtedness.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Platform”

means DebtX, Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

-31-

“Preferred

Stock Redemption” means, the redemption of the Borrower’s “Series B” preferred stock (and accrued

dividends or interest thereon), which redemption shall not be in excess of $43,000,000.00 in the aggregate.

“Prime

Rate” means a rate per annum equal to the prime rate of interest announced from time to time by Citizens Bank or its

parent company (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Pro

Forma Basis” means, with respect to any transaction, that such transaction shall be deemed to have occurred as of the

first day of the four-quarter period (or twelve month period, as applicable) ending as of the most recent quarter end (or month end,

as applicable) preceding the date of such transaction for which financial statement information is available. Each of the terms “Pro

Forma Compliance” and “Pro Forma Effect” shall have an analogous

meaning.

“Protected

Person” has the meaning assigned to such term in Section 10.3(d).

“PTE”

means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time

to time.

“Public

Lender” has the meaning assigned to such term in Section 10.1(d)(i).

“Qualified

Equity Interests” means, with respect to the Equity Interests of any Person, any Equity Interests other than Disqualified

Equity Interests of such Person.

“Real

Property” means, collectively, all right, title and interest in and to any and all parcels of or interests in real property

owned or leased by any Person, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements

and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership

thereof.

“Recipient”

means the Administrative Agent, any Lender or the L/C Issuer, as applicable.

“Refinancing

Indebtedness” means Indebtedness of any Loan Party or its Subsidiaries arising after the Closing Date issued in exchange

for, or the proceeds of which are used to extend, refinance, refund, replace, renew, continue or substitute for other Indebtedness (such

extended, refinanced, refunded, replaced, renewed, continued or substituted Indebtedness, the “Refinanced

Obligations”); provided that (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal

amount of the Refinanced Obligations (plus any interest capitalized in connection with such Refinanced Obligations, the amount

of prepayment premium, if any, original issue discount, if any, and reasonable fees, costs, and expenses incurred in connection therewith),

(b) such Refinancing Indebtedness shall have a final maturity that is no earlier than the final maturity date of such Refinanced Obligations,

(c) such Refinancing Indebtedness shall have a Weighted Average Life to Maturity not less than the weighted average life to maturity

of the Refinanced Obligations, (d) such Refinancing Indebtedness shall rank in right of payment no more senior than, and be subordinated

(if subordinated) to the Secured Obligations on terms, taken as a whole, not materially less favorable to the Secured Parties than the

Refinanced Obligations, (e) as of the date of incurring such Refinancing Indebtedness and after giving effect thereto, no Default shall

exist or have occurred and be continuing, (f) if the Refinanced Obligations or any Guarantees thereof are unsecured, such Refinancing

Indebtedness and any Guarantees thereof shall be unsecured, (g) if the Refinanced Obligations or any Guarantees thereof are secured,

(1) such Refinancing Indebtedness and any Guarantees thereof shall be secured by substantially the same or less collateral, taken as

a whole, as secured such Refinanced Obligations or any Guarantees thereof, on terms, taken as a whole, not materially less favorable

to the Secured Parties and (2) the Liens to secure such Refinancing Indebtedness shall not have a priority, taken as a whole, more senior

than the Liens securing the Refinanced Obligations and if subordinated to any other Liens on such property, shall be subordinated, taken

as a whole, to the Administrative Agent’s Liens on terms and conditions, taken as a whole, not materially less favorable to the

Secured Parties, (h) the obligors in respect of the Refinanced Obligations immediately prior to such refinancing, refunding, extending,

renewing, continuing, substituting or replacing thereof shall be the only obligors on such Refinancing Indebtedness, and (i) the terms

and conditions (excluding as to pricing, premiums and optional prepayment or redemption provisions) of any such Refinancing Indebtedness,

taken as a whole, are not materially less favorable to the Loan Parties than the terms and conditions of the Refinanced Obligations.

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“Register”

has the meaning assigned to such term in Section 10.4(c).

“Regulation

T, U or X” means Regulation

T, U or X, respectively, of the Federal Reserve Board.

“Related

Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors, officers,

employees, agents, brokers, trustees, administrators, managers, advisors, attorneys-in-fact and representatives, including accountants,

auditors and legal counsel, of such Person and of such Person’s Affiliates.

“Release”

means any actual or threatened releasing, spilling, leaking, pumping, pouring, leaching, seeping, emitting, migration, emptying, discharging,

injecting, escaping, depositing, disposing, or dumping of Hazardous Materials into the indoor or outdoor environment, including the movement

of any Hazardous Material through the air, soil, surface water, groundwater or property and any other conditions resulting in potential

or actual human exposure to Hazardous Materials within a structure.

“Relevant

Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed

or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York.

“Removal

Effective Date” has the meaning assigned to such term in Section 9.6(b).

“Request

for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans (other than Swingline

Loans), a Committed Loan Notice, (b) with respect to a L/C Credit Extension, a Letter of Credit Application, and (c) with respect to

a Swingline Loan, a Swingline Loan Notice.

“Required

Class Lenders” means, at any time with respect to any Class of Loans or Commitments, two or more unaffiliated Lenders

having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders of such

Class. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class

Lenders at any time.

“Required

Lenders” means, at any time, two or more unaffiliated Lenders having Total Credit Exposures representing more than 50%

of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining

Required Lenders at any time.

“Resignation

Effective Date” has the meaning assigned to such term in Section 9.6(a).

“Resolution

Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible

Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant

treasurer, or other similar officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan

Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part

of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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“Restricted

Payment” means, as to any Person, (a) any dividend or other distribution by such Person (whether in cash, securities

or other property) with respect to any Equity Interests of such Person, (b) 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 the holders of Equity Interests of such Person,

(c) the acquisition for value by such Person of any Equity Interests issued by such Person or any other Person that Controls such Person,

and (d) with respect to clauses (a) through (c) any transaction that has a substantially similar effect. Notwithstanding the foregoing,

the (i) Preferred Stock Redemption and (ii) the vesting of Equity Interest in favor of certain participants in the Borrower’s amended

and restated equity incentive plan as in effect on the Closing Date, together with related cash distributions to the recipient of such

Equity Interests to cover any attributable tax withholding obligations of such recipients, shall not be deemed a Restricted Payment.

“Revolving

Borrowing” means a Borrowing consisting of Revolving Loans of the same Type made, converted or continued on the same

date and, in the case of SOFR Loans, having the same Interest Period.

“Revolving

Commitment” means, with respect to each Revolving Lender, the commitment hereunder of such Revolving Lender to make

Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans in an aggregate outstanding amount not exceeding

the amount of such Revolving Lender’s Revolving Commitment as set forth on Schedule 2.1 or in the Assignment and Assumption

pursuant to which such Revolving Lender shall have assumed its Revolving Commitment in accordance with Section 10.4(b), as applicable,

as such Revolving Commitment may be adjusted from time to time pursuant to Section 2.5 or Section 2.11 or pursuant to assignments

by or to such Revolving Lender pursuant to Section 10.4. The initial aggregate amount of the Revolving Commitments on the Agreement

Date is $10,000,000.00.

“Revolving

Exposure” means, as to any Lender at any time, the sum of (a) the Outstanding Amount of its Revolving Loans, plus

(b) its L/C Exposure, plus (c) its Swingline Exposure.

“Revolving

Facility” means the credit facility established hereunder and evidenced by the Revolving Commitments.

“Revolving

Lender” means a Lender having a Revolving Commitment or, if the Revolving Commitments have expired or terminated, having

Revolving Exposure.

“Revolving

Loan” means a loan referred to in Section 2.1(a) and made pursuant to Section 2.2.

“Revolving

Loan Note” means with respect to a Revolving Lender, a promissory note evidencing the Revolving Loans of such Lender

payable to the order of such Lender (or, if required by such Lender, to such Lender and its registered assigns) substantially in the

form of Exhibit C-1.

“Revolving

Maturity Date” means the fourth (4th) anniversary of the Closing Date, provided that if such day is

not a Business Day, the Revolving Maturity Date shall be the Business Day immediately preceding such day.

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc.

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“Sale

and Leaseback” means any transaction or series of related transactions pursuant to which any Loan Party or any of its

Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and

(b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially

the same purpose or purposes as the property being sold, transferred or disposed.

“Sanctioned

Country” means any country, territory or region which is itself the subject or target of any comprehensive Sanctions (including,

as of the date of this Credit Agreement, Cuba, Iran, and North Korea, and the so-called Donetsk People’s Republic, so-called Luhansk

People’s Republic, and Crimea regions of Ukraine).

“Sanctioned

Person” means (a) any Person or group listed in any Sanctions related list of designated Persons maintained by OFAC,

including the List of Specially Designated Nationals and Blocked Persons, or the U.S. Department of State, the United Nations Security

Council, the European Union, any EU member state or His Majesty’s Treasury of the United Kingdom, (b) any Person subject to any

law that would prohibit all or substantially all financial or other transactions with that Person or would require that assets of that

Person that come into the possession of a third-party be blocked (c) any legal entity organized or domiciled in a Sanctioned Country,

(d) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, (e) any natural person ordinarily

resident in a Sanctioned Country, or (f) any Person 50% or more owned, directly or indirectly, individually or in the aggregate by any

of the above.

“Sanctions”

means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,

including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or

any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Secured

Obligation Designation Notice” means a notice substantially in the form of Exhibit I executed and delivered to

the Administrative Agent by a counterparty (other than the Administrative Agent and its Affiliates) to a Swap Agreement or an agreement

to provide Cash Management Services in order that the obligations in respect thereof constitute Swap Agreement Obligations or Cash Management

Obligations.

“Secured

Obligations” means, collectively, (a) the Loan Document Obligations, (b) the Cash Management Obligations, (c) the Swap

Agreement Obligations, and (d) the Erroneous Payment Subrogation Rights.

“Secured

Parties” means, collectively, (a) the Administrative Agent, (b) each Lender, (c) each L/C Issuer, (d) each Person to

whom any Cash Management Obligations are owed, (e) each counterparty to any Swap Agreement the obligations under which constitute Swap

Agreement Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document

and (g) the permitted successors and assigns of each of the foregoing.

“Securities

Account Control Agreement” means that certain Account Control Agreement executed by the Chairman, Account Intermediary and

Administrative Agent, as contemplated on Schedule 6.16.

“Securities

Account Pledge Agreement” means that certain Securities Account Pledge Agreement executed by the Chairman in favor of the Administrative

Agent, as contemplated on Schedule 6.16.

“Security

Agreement” means the Pledge and Security Agreement, dated as of the Closing Date, among the Loan Parties and the Administrative

Agent.

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“SOFR”

means a rate equal to the secured overnight financing rate as published by the SOFR Administrator on the website of the SOFR Administrator,

currently at http//www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the SOFR

Administrator from time to time).

“SOFR

Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing

rate).

“SOFR

Borrowing” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR

Loan” means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of

“Alternate Base Rate” or the definition of “Daily SOFR Rate”.

“Sold

Entity or Business” means any Person or any property or assets constituting a line of business or a division of a Person

Disposed of in a transaction permitted hereunder by the Borrower or any of its Subsidiaries.

“Solvency

Certificate” means a certificate, substantially in the form of Exhibit H.

“Solvent”

and “Solvency” mean, with respect to any Person on any date of determination,

that on such date (a) the fair value of the present assets of such Person and its Subsidiaries, taken as a whole, is not less than the

sum of the debt (including contingent liabilities) of such Person and its Subsidiaries, taken as a whole, (b) the present fair salable

value of the assets of such Person and its Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the

probable liabilities (including contingent liabilities) of such Person and its Subsidiaries, taken as a whole, on their debts as they

become absolute and matured, (c) the capital of such Person and its Subsidiaries, taken as a whole, is not unreasonably small in relation

to the business of such Person or its Subsidiaries, taken as a whole, contemplated as of such date and (d) such Person and its Subsidiaries,

taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities)

beyond their ability to pay such debts as they mature in the ordinary course of business; provided that the amount of contingent

liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents

the amount that can reasonably be expected to become an actual or matured liability.

“Specified

Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness or Restricted Payment that by

the terms of this Credit Agreement requires a test to be calculated on a “Pro Forma Basis”, be given in “Pro Forma

Compliance” with, or after giving “Pro Forma Effect”; provided that any increase in the Revolving Commitments

above the amount of Revolving Commitments in effect on the Closing Date, for purposes of this definition, shall be deemed to be fully

drawn.

“Subordinated

Debt” means Indebtedness incurred by a Loan Party that is subordinated in right of payment to the prior payment of the

Loan Document Obligations of such Loan Party and contains subordination and other terms acceptable to the Administrative Agent.

“Subordinated

Debt Documents” means any agreement, indenture or instrument pursuant to which any Subordinated Debt is issued, in each

case as amended to the extent permitted under the Loan Documents.

“Subsidiary”

means, with respect to any Person (“Topco”), as of any date, any corporation, limited

liability company, partnership, association or other entity the accounts of which would be consolidated with those of Topco in Topco’s

consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any

other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests

representing more than 50% of the equity or more than 50% of the ordinary voting power is or, in the case of a partnership, more than

50% of the general partnership interests are, as of such date, owned, controlled or held by Topco or one or more subsidiaries of Topco.

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“Subsidiary”

means any direct or indirect subsidiary of the Borrower or a Loan Party, as the context may require.

“Subsidiary

Guarantors” means each Subsidiary that executes and delivers the Guarantee Agreement and each other Domestic Subsidiary

of the Borrower that becomes party thereto in by the execution and delivery of a Subsidiary Joinder Agreement, and the permitted successors

and assigns of each such Person.

“Subsidiary

Joinder Agreement” means a Subsidiary Joinder Agreement, substantially in the form of Exhibit F, pursuant to

which a Subsidiary (other than an Excluded Subsidiary) becomes a party to the Guarantee Agreement, to the Security Agreement and to each

other Loan Documents;

(d)

the licensing and sublicensing of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

and the leasing and subleasing of any other property;

(e)

the granting of Liens permitted hereunder and the other transactions permitted by Section 7.2;

(f)

any Casualty Event and the Disposition of any property subject thereto;

(g)

the abandonment, cancellation or lapse of issued patents, registered trademarks and other registered intellectual property of a Loan

Party or Subsidiary thereof to the extent, in such Loan Party’s reasonable business judgment, not economically desirable in the

conduct of such Loan Party’s business or so long as such lapse is not materially adverse to the interests of the Lenders and (ii)

the expiration of patents in accordance with their statutory terms;

(h)

the sale of assets (other than Equity Interests of any Wholly-Owned Subsidiary, unless all of the Equity Interests of such Wholly-Owned

Subsidiary (other than the Borrower) are sold in accordance with this clause (i)) for at least fair market value, so long as (A) no Default

then exists or would immediately result therefrom, (B) at least 75% of the consideration received by the applicable Loan Party consists

of cash or Cash Equivalents and is paid at the time of the closing of such sale, (C) the Net Cash Proceeds therefrom are applied and/or

reinvested as (and to the extent) required by Section 2.7(b)(i)(A) and (D) the aggregate amount of the cash and non-cash proceeds

received from all assets sold pursuant to this clause (i) shall not exceed $1,000,000.00 in the aggregate during any fiscal year (for

this purpose, using the fair market value of property other than cash and Cash Equivalents);

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(i)

Dispositions of assets acquired by the Borrower and its Subsidiaries pursuant to a Permitted Acquisition consummated within twelve (12)

months of the date of such Permitted Acquisition in an aggregate amount not to exceed $1,000,000.00 for each such Permitted Acquisition;

(j)

any trade in of equipment in exchange for other equipment in the ordinary course of business; and

(k)

the unwinding or terminating of hedging arrangements or transactions contemplated by any Swap Agreement which are not prohibited hereunder.

the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 7.5 with respect to the

sale of any Collateral, or any Collateral is sold as permitted by this Section 7.5, such Collateral (unless sold to a Loan Party)

shall be sold automatically free and clear of the Liens created by the Collateral Documents and, at the expense of the Loan Parties,

the Administrative Agent shall take all reasonable actions any Loan Party reasonably requests in writing in order to effect the foregoing.

Section

7.6 Sale and Lease Back Transactions. The Borrower will not, and will not permit any of its Subsidiaries to, enter

into any Sale and Leaseback arrangement, directly or indirectly, with any Person.

Section

7.7 Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement,

except (a) Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary

has actual exposure (other than those in respect of Equity Interests of the Borrower or any Subsidiary) and that are not for speculative

purposes, and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating

rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of

such Loan Party or Subsidiary including the Swap Agreements required under Section 6.14.

Section

7.8 Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree

to pay for or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(a)

subject to the Collateral and Guarantee Requirement, any Subsidiary of the Borrower may declare and pay, and agree to pay, dividends

and other distributions with respect to its Equity Interests payable solely in perpetual common Equity Interests (other than Disqualified

Equity Interests);

(b)

any Subsidiary of the Borrower may declare and pay dividends or other distributions with respect to its Equity Interests to the Borrower

or any Subsidiary Guarantor;

(c)

so long as (i) no Event of Default or Default for which the Administrative Agent shall have provided written notice thereof shall have

occurred and be continuing both before and after giving effect thereto and (ii) the Borrower is in compliance with Section 7.12(a)

and (b) of this Credit Agreement, calculated on a Pro Forma Basis, the Borrower may make additional Restricted Payments;

(d)

the making of dividends or distributions by a Non-Loan Party Subsidiary to a Loan Party or another Non-Loan Party Subsidiary; and

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(e)

the payment by the Borrower of regularly scheduled cash dividends, and catch-up payments of accrued and unpaid dividends, on its outstanding

Series A and Series B preferred stock at the rates specified in the applicable certificates of designations as in effect on the Closing

Date (as amended in a manner not materially adverse to the Lenders, including no increase in dividend rates or acceleration of payment

timing), so long as no Event of Default or Default for which the Administrative Agent shall have provided written notice thereof shall

have occurred and be continuing both before and after giving effect thereto.

Section

7.9 Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, Dispose (including

pursuant to a merger or Division) of any property or assets to, or purchase, lease or otherwise acquire (including pursuant to a merger

or Division) any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions

in the ordinary course of business and at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary

than could be obtained on an arm’s-length basis from unrelated third parties (it being understood that this Section shall not apply

to any transaction that is expressly permitted under Sections 7.1, 7.3, 7.4, 7.5 or 7.8 of this Credit

Agreement between or among the Loan Parties and not involving any other Affiliate and (b) the Transactions).

Section

7.10 Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly,

enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the

ability of any Loan Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets

(unless such agreement or arrangement does not prohibit, restrict or impose any condition upon the ability of any Loan Party to create,

incur or permit to exist, or the ability of the Administrative Agent to exercise any right or remedy with respect to, any Lien in favor

of the Secured Parties created under the Loan Documents) or (b) the ability of any Subsidiary to pay dividends or make other distributions

with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee

Indebtedness of the Borrower or any other Subsidiary, provided that the foregoing shall not apply to (i) restrictions and conditions

imposed by law or by the Loan Documents, (ii) customary restrictions and conditions contained in agreements relating to the sale of assets

permitted under Section 7.5 pending the consummation of such sale, (iii) restrictions and conditions imposed by any agreement relating

to secured Indebtedness permitted by this Credit Agreement if such restrictions or conditions apply only to the property or assets securing

such Indebtedness, or (iv) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures

permitted hereunder and restricting the transfer of ownership interests in such joint venture.

Section

7.11 Amendment of Material Documents. The Borrower will not, and will not permit any of its Subsidiaries to, amend, supplement,

modify or waive in any material respect any of its rights under any of its Organizational Documents, provided that the Borrower

shall deliver or cause to be delivered to the Administrative Agent and each Lender a copy of all amendments, modifications or waivers

thereto promptly after the execution and delivery thereof.

Section

7.12 Financial Covenants.

(a)

Consolidated Leverage Ratio. The Borrower will not permit the Consolidated Leverage Ratio as of the end of any fiscal quarter

during any period set forth in the following table to be greater than the ratio set forth therein with respect to such period, in each

case on a rolling four (4) quarter basis:

MEASUREMENT

PERIOD

RATIO

Commencing

fiscal quarter ending June 30, 2026, and continuing up to, and including, fiscal quarter ending March 31, 2027

2.50

to 1.00

Commencing

fiscal quarter ending June 30, 2027, and continuing up to, and including, fiscal quarter ending March 31, 2028

2.25

to 1.00

Commencing

fiscal quarter ending June 30, 2028, and continuing thereafter

2.00

to 1.00

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(b)

Consolidated Fixed Charge Coverage Ratio. The Borrower will not permit the Consolidated Fixed Charge Coverage Ratio as of the

end of any fiscal quarter, commencing with fiscal quarter ending June 30, 2026, to be less than 1.20:1.00, on a rolling four (4) quarter

basis.

(c)

Equity Cure Right. Notwithstanding anything to the contrary in this Credit Agreement, if the Borrower fails to comply with Section

7.12(a) or (b) for any fiscal quarter, the Borrower may receive a cash equity contribution (the “Cure Amount”)

within twenty (20) Business Days after the date financial statements are required to be delivered pursuant to Section 6.1(a) or

(b) for such fiscal quarter. The Cure Amount shall be added to Consolidated EBITDA solely for purposes of calculating compliance

with Section 7.12(a) and (b) for such fiscal quarter and any subsequent period that includes such fiscal quarter (the “Cure

Right”); provided that (i) the Cure Right may not be exercised more than one (1) time in any period of four (4) consecutive

fiscal quarters, (ii) the Cure Right shall not be exercised as to two (2) consecutive fiscal quarters, (iii) the Cure Right may not be

exercised more than four (4) times during the term of this Credit Agreement, and (iv) the Cure Amount shall not exceed the minimum amount

necessary to cure the applicable default, and any excess shall not increase Consolidated EBITDA for any purpose.

(d)

Upon receipt of the Cure Amount within such twenty (20) Business Day period, the applicable financial covenant default shall be deemed

cured and any Event of Default arising solely therefrom shall be deemed not to have occurred. During such twenty (20) Business Day period,

neither the Administrative Agent nor any Lender may accelerate the Loans or exercise any other remedies under this Credit Agreement solely

as a result of such financial covenant default.

Section

7.13 Payments on Subordinated Debt. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make,

or agree to pay for or make, directly or indirectly, any payment of principal or interest or any purchase, redemption, retirement, acquisition

or defeasance with respect to any Indebtedness of such Person which is subordinated to the payment of the Loan Document Obligations except

that so long as no Default shall have occurred and shall be continuing or would immediately result therefrom, the Borrower or any Subsidiary

may make payments of Subordinated Debt to the extent permitted by the subordination provisions applicable thereto.

Section

7.14 Government Regulation. The Borrower will not, and will not permit any of its Subsidiaries to, (a) at any time be or

become the subject of any law, regulation, or list of any government agency (including the United States Office of Foreign Asset Control

list) that prohibits or limits any Lender from making any loans or extension of credit (including the Loans and the Letters of Credit)

to any Loan Party or from otherwise conducting business with any Loan Party, or (b) fail to provide documentary and other evidence of

any Loan Party’s identity as may be requested by any Credit Party at any time to enable such Credit Party to verify any Loan Party’s

identity or to comply with any Applicable Law or regulation, including Section 326 of the USA PATRIOT Act.

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Section

7.15 Hazardous Materials. The Borrower will not, and will not permit any of its Subsidiaries or agents to, cause or permit

a Release or threat of Release of Hazardous Materials on, at, in, above, to, from or about any of the property where such Release or

threat of Release would (a) violate, or form the basis for any Environmental Claims under, any Environmental Law or any Environmental

Permit or (b) otherwise adversely impact the value or marketability of any property of any Loan Party or any of its Subsidiaries other

than such Release, violation or Environmental Claim as could not reasonably be expected to result in a material Environmental Liability.

Article

Events of Default

Section

8.1 Events of Default. Any of the following shall constitute an Event of Default:

(a)

Non-Payment of Principal, Interest or L/C Disbursement. Any Loan Party shall fail to pay any principal of or interest on any Loan

or any reimbursement obligation in respect of any L/C Disbursement when and as the same shall become due and payable, whether at the

due date thereof or at a date fixed for prepayment thereof or otherwise, and such failure shall continue unremedied for a period of three

(3) Business Days after written notice of such failure from the Administrative Agent to the Borrower.

(b)

Other Non-Payment. Any Loan Party shall fail to pay any fee, commission or any other amount (other than an amount referred to

in clause (a) of this Section) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall

continue unremedied for a period of five (5) Business Days after written notice from the Administrative Agent to the Borrower.

(c)

Representations and Warranties. Any representation or warranty made or deemed made by or on behalf of any Loan Party or any of

its Subsidiaries in or in connection with any Loan Document or any amendment or modification hereof or waiver thereunder, or in any report,

certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or

modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made.

(d)

Specific Covenants. Any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Sections

6.1, 6.3, 6.8, 6.10, 6.12, 6.14 or 6.15, in Article 7 or any Loan Party shall fail

to observe or perform any covenant, condition or agreement contained in the Guarantee Agreement or any Collateral Document to which it

is a party.

(e)

Other Covenants. Any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document

to which it is a party (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied

for a period of thirty (30) days after written notice of such failure from the Administrative Agent to the Borrower.

(f)

Cross Default - Payment Default on Material Indebtedness. Any Loan Party shall fail to make any payment (whether of principal,

interest or otherwise and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and payable

(after giving effect to any applicable grace period).

(g)

Other Cross-Defaults. (i) Any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled

maturity or payment date, or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or

holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due

prior to their scheduled maturity or payment date or to require the prepayment, repurchase, redemption or defeasance thereof prior to

their scheduled maturity or payment date (in each case after giving effect to any applicable notice and any applicable cure period),

provided that this clause (g) shall not apply to secured Indebtedness that becomes due solely as a result of the voluntary sale,

transfer or other disposition of the property or assets securing such Indebtedness; or (ii) any Loan Party or any of its Subsidiaries

shall breach or default on any payment obligation constituting a Swap Agreement Obligation.

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(h)

Involuntary Proceedings. An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,

reorganization or other relief in respect of any Loan Party or any of its Subsidiaries or its debts, or of a substantial part of its

assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,

conservator or similar official for any Loan Party or any of its Subsidiaries or for a substantial part of its assets, and, in any such

case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the

foregoing shall be entered.

(i)

Voluntary Proceedings. Any Loan Party or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition

seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution

of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii)

apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan

Party or any of its Subsidiaries or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a

petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action

for the purpose of effecting any of the foregoing.

(j)

Inability to Pay Debts. Any Loan Party or any of its Subsidiaries shall become unable, admit in writing its inability or fail

generally to pay its debts as they become due.

(k)

Judgments. One or more (i) non-monetary judgments which could, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect, or (ii) judgments for the payment of money in an aggregate amount in excess of the Threshold Amount shall

be rendered against any Loan Party or any of its Subsidiaries or any combination thereof (which shall not be fully covered (without taking

into account any applicable deductibles) by insurance from an unaffiliated insurance company with an A.M. Best financial strength rating

of at least A-, it being understood that even if such amounts are covered by insurance from such an insurance company, such amounts shall

count against such basket if responsibility for such amounts has been denied by such insurance company) and the same shall remain undischarged

or unbonded for a period of forty five (45) consecutive days during which execution shall not be effectively stayed, or any action shall

be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any of its Subsidiaries to enforce any

such judgment.

(l)

ERISA Events. (i) An ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all

other ERISA Events that have occurred, could reasonably be expected to result in liability of any Loan Party or any of its Subsidiaries

(or in the case of an ERISA Event described in subsection (b) of the definition of that term in Section 1.1, could reasonably

be expected to subject any Loan Party, any of its Subsidiaries, any Pension Plan, any trust created thereunder, any trustee or administrator

thereof, or any party dealing with any Pension Plan or trust to a tax or penalty on “prohibited transactions” under Section

502 of ERISA or Section 4975 of the Code) in an aggregate amount exceeding (A) $100,000.00 in any year or (B) $500,000.00 for all periods,

(ii) an ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan that constitutes grounds for appointment of a trustee

for or termination by the PBGC of any Pension Plan or Multiemployer Plan; (iii) a Loan Party or ERISA Affiliate shall fail to pay when

due any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; (iv) any

event similar to the foregoing shall occur or exist with respect to a Foreign Plan; or (v) there shall be at any time a Lien imposed

against the assets of any Loan Party or ERISA Affiliate under Section 412 or Section 430 of the Code or Sections 302, Section 303, or

Section 4068 of ERISA.

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(m)

Invalidity of Loan Documents. Any Loan Document shall cease, for any reason, to be in full force and effect, or any Loan Party

shall so assert in writing or shall disavow any of its obligations thereunder.

(n)

Liens. Any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party

not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Collateral Document, except (i)

as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii)

as a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments

delivered to it under the Security Agreement.

(o)

Licenses. There shall occur the loss, suspension or revocation of, or failure to renew any license or permit now held or hereafter

acquired if such loss, suspension, revocation or failure to renew could reasonably be expected to have a Material Adverse Effect.

(p)

Change of Control. A Change of Control shall occur.

(q)

Cessation of Business. There shall occur a cessation of a substantial part of the business of the Borrower and its Subsidiaries,

taken as a whole, which has resulted in a Material Adverse Effect.

(r)

Criminal Action. Any Loan Party shall be criminally indicted or convicted under any law if such indictment or conviction could

reasonably be expected to have a Material Adverse Effect.

Section

8.2 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event (other

than an event described in Section 8.1(h) or (i)), and at any time thereafter during the continuance of such event, the

Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following

actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the

Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which

case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal

of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan

Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice

of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations

(in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become due and payable

immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and in

case of any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or

after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations

of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest

or other notice of any kind, all of which are hereby waived by the Borrower and Cash Collateral for the L/C Obligations as described

above shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are

hereby waived by the Borrower.

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Section

8.3 Application of Funds. After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically

become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in

Section 2.10), any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent in the

following order:

First,

to the payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees,

charges and disbursements of counsel to the Administrative Agent and amounts payable under Article 3), in each case payable to

the Administrative Agent in its capacity as such;

Second,

to the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting fees, indemnities,

expenses and other amounts (including fees, charges and disbursements of counsel to the L/C Issuer and the L/C Fronting Fee), in each

case payable to the L/C Issuer in its capacity as such;

Third,

to the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting fees, indemnities

and other amounts, payable to the Credit Parties (including fees, charges and disbursements of counsel to the respective Credit Parties

and amounts payable under Article 3), ratably among them in proportion to the respective amounts described in this clause Third

payable to them;

Fourth,

to the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting accrued and unpaid

interest on the Loans, L/C Obligations and other Secured Obligations, ratably among the Credit Parties in proportion to the respective

amounts described in this clause Fourth payable to them;

Fifth,

to the extent of any excess of such proceeds, to the payment of that portion of the Secured Obligations constituting unpaid principal

of the Loans and L/C Obligations, the Cash Management Obligations and the Swap Agreement Obligations, ratably among the Secured Parties

in proportion to the respective amounts described in this clause Fifth held by them;

Sixth,

to the extent of any excess of such proceeds, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that

portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Seventh,

to the extent of any excess of such proceeds, to the payment of all other Secured Obligations of the Loan Parties owing under or in respect

of the Loan Documents that are due and payable to the Secured Parties, or any of them, on such date, ratably based on the respective

aggregate amounts of all such Secured Obligations owing to the Secured Parties on such date; and

Last,

to the extent of any excess of such proceeds, the balance, if any, after all of the Secured Obligations (other than unasserted contingent

indemnification and unasserted expense reimbursement obligations in each case not yet due and payable) have been paid in full, to the

Borrower or as otherwise required by law.

Subject

to Section 2.10, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth

above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral

after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the Secured Obligations,

if any, in the order set forth above. The Administrative Agent shall have no obligation to calculate the amount of any Swap Agreement

Obligations or Cash Management Obligations and may request a reasonably detailed calculation thereof from the provider of such Secured

Obligations. If the provider of any Swap Agreement Obligations or Cash Management Obligations fails to deliver the calculation of such

Secured Obligations within five (5) days following request thereof by the Administrative Agent, then the Administrative Agent may assume

the amount of such Secured Obligations are zero. Notwithstanding anything to the contrary set forth above, Excluded CEA Swap Obligations

with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments

shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth

above in this Section.

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Article

The Administrative Agent

Section

9.1 Appointment and Authority. Each of the Lenders and the L/C Issuer hereby irrevocably appoints Citizens Bank to act

on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take

such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together

with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative

Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third-party beneficiary

of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents

(or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or

express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and

is intended to create or reflect only an administrative relationship between contracting parties.

Section

9.2 Rights as a Lender or L/C Issuer. The Person serving as the Administrative Agent hereunder shall have the same rights

and powers in its capacity as a Lender or L/C Issuer as any other Lender or L/C Issuer and may exercise the same as though it were not

the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless

the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person

and its branches and Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other

advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as

if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section

9.3 Exculpatory Provisions.

(a)

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents,

and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers

expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing

by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other

Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion

of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including

for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a

forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(iii)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for

the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the

Person serving as the Administrative Agent or any of its branches or Affiliates in any capacity.

(b)

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required

Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good

faith shall be necessary, under the circumstances as provided in Section 8.2 and Section 10.2), or (ii) in the absence

of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.

The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given

to the Administrative Agent in writing by the Borrower, a Lender or the L/C Issuer.

(c)

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation

made in or in connection with this Credit Agreement or any other Loan Document, (ii) the contents of any certificate, report or other

document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the

covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability,

effectiveness or genuineness of this Credit Agreement, any other Loan Document or any other agreement, instrument or document, or (v)

the satisfaction of any condition set forth in Article 5 or elsewhere herein, other than to confirm receipt of items expressly

required to be delivered to the Administrative Agent.

(d)

The Administrative Agent shall not be responsible or have any liability for, or have any duty to investigate a violation or potential

violation of an Environmental Law or a Release or threat of Release of a Hazardous Material pursuant to Section 6.13, nor shall

it have any liability for any action it takes or does not take in connection with any such investigation.

Section

9.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any

liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any

electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed,

sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or

by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining

compliance with any condition hereunder to the making of a Loan, or the issuance, extension, amendment, increase, reinstatement or renewal

of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent

may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received

notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.

The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts

selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants

or experts.

Section

9.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers

hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative

Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective

Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative

Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities

as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of

any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the

Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

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Section

9.6 Resignation of Administrative Agent.

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt

of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor,

which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If

no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days

after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders)

(the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on

behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, provided

that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed,

such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders

may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative

Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required

Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders)

(the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice

on the Removal Effective Date.

(c)

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity

payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by,

to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any,

as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment

as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties

of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative

Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under

the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to

its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s

resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.3 shall continue

in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect

of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative

Agent. To the extent the retiring or removed Administrative Agent is holding cash, deposit account balances or other credit support as

collateral for Cash Collateralized Letters of Credit, the retiring or removed Administrative Agent shall on or reasonably promptly following

the Resignation Effective Date or the Removal Effective Date (as applicable) cause such collateral to be transferred to the successor

Administrative Agent or, if no successor Administrative Agent has been appointed and accepted such appointment, to the respective L/C

Issuers ratably according to the outstanding amount of Cash Collateralized Letters of Credit issued by them, in each case to be held

as collateral for such Cash Collateralized Letters of Credit in accordance with this Credit Agreement.

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Section

9.7 Non-Reliance on Administrative Agent, L/C Issuers and Other Lenders. Each Lender and L/C Issuer expressly acknowledges

that that none of the Administrative Agent nor any arranger or bookrunner (collectively the “Arranger”) has made any

representation or warranty to it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent

to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute

any representation or warranty by the Administrative Agent or the Arranger to any Lender or L/C Issuer as to any matter, including whether

the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each

Lender and L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the

Administrative Agent, any Arranger, or any other Lender or any of their Related Parties and based on such documents and information as

it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations,

property, financial and other condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other

regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Credit Agreement and to

extend credit to the Borrower hereunder. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance

upon the Administrative Agent, any Arranger, or any other Lender or any of their Related Parties and based on such documents and information

as it shall from time to time deem appropriate, continue to make its own credit analyses, appraisals and decisions in taking or not taking

action under or based upon this Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder

or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,

financial and other condition and creditworthiness of the Loan Parties. Each Lender and L/C Issuer represents and warrants that (i) the

Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring and/or holding commercial

loans in the ordinary course and is entering into this Credit Agreement as a Lender or L/C Issuer for the purpose of making, acquiring

or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not

for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and L/C Issuer agrees not

to assert a claim in contravention of the foregoing. Each Lender and L/C Issuer represents and warrants that it is sophisticated with

respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable

to such Lender or such L/C Issuer, and either it, or the Person exercising discretion in making its decision to make, acquire and/or

hold such commercial loans or to provide such other facilities, is experienced in making, acquiring and/or holding such commercial loans

or providing such other facilities.

Section

9.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding, no Lead Arranger or any agent listed

on the cover page hereof shall have any powers, duties or responsibilities under this Credit Agreement or any of the other Loan Documents,

except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

Section

9.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law

or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan

or reimbursement for any L/C Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective

of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by

intervention in such proceeding or otherwise:

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations

and all other Loan Document Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in

order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation,

expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel

and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Section 10.3) allowed in such judicial

proceeding; and

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(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and

any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby

authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative

Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any

amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel,

and any other amounts due the Administrative Agent Section 10.3.

Section

9.10 Collateral and Guarantee Matters.

(a)

The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion,

(i)

to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (A) at the Termination Date,

(B) that is sold or otherwise Disposed of or to be sold or otherwise Disposed of as part of or in connection with any sale or other Disposition

permitted under the Loan Documents to a Person that is not and is not required to become a Loan Party; provided, however, any

sale or Disposition of all or substantially all of the Collateral or all or substantially all of the value of the Guarantees under the

Guarantee Agreement shall be subject to Section 10.2(b), or (C) subject to Section 10.2, if approved, authorized or ratified

in writing by the Required Lenders;

(ii)

to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien

on such property that is permitted by Section 7.2(d); and

(iii)

to release any Guarantor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction

permitted under the Loan Documents, provided, however, that the release of all or substantially all of the Collateral or

all or substantially all of the value of the Guarantees under the Guarantee Agreement shall be subject to Section 10.2(b).

Upon

request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority

to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under

the Loan Documents pursuant to this Section 9.10.

(b)

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding

the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien

thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or

liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

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Section

9.11 Compliance with Flood Insurance Laws. The Administrative Agent has adopted internal policies and procedures that address

requirements placed on federally regulated lenders under the Flood Insurance Laws and will post on the applicable electronic platform

(or otherwise distribute to each Lender documents that it receives in connection with the Flood Insurance Laws (collectively, the “Flood

Documents”); provided, however that the Administrative Agent makes no representation or warranty with respect to the

adequacy of the Flood Documents or their compliance with the Flood Insurance Laws. Each Lender acknowledges and agrees that it is individually

responsible for its own compliance with the Flood Insurance Laws and that it shall, independently and without reliance upon Administrative

Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, including the Flood

Documents posted or distributed by the Administrative Agent, continue to do its own due diligence to ensure its compliance with the Flood

Insurance Laws.

Section

9.12 Cash Management Obligations and Swap Agreement Obligations. Except as otherwise expressly set forth herein or in the

Security Agreement, any other Collateral Document or any other Loan Document, no Person holding Cash Management Obligations or Swap Agreement

Obligations that obtains the benefits of any Guarantee under the Guarantee Agreement or any Collateral by virtue of the provisions hereof

or of any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under

any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral or amendment

to any Loan Document (including any Collateral Document) other than in its capacity as a Lender or Administrative Agent and, in such

case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 9 to the

contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been

made with respect to, Cash Management Obligations or Swap Agreement Obligations except to the extent expressly required hereunder, provided

that the Administrative Agent has received a Secured Obligation Designation Notice, together with such supporting documentation as the

Administrative Agent may request, from the applicable Person holding such Secured Obligations. The Administrative Agent shall not be

required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations

and Swap Agreement Obligations.

Section

9.13 Erroneous Payments.

(a)

If the Administrative Agent (x) notifies a Lender, L/C Issuer or Secured Party, or any Person who has received funds on behalf of a Lender,

L/C Issuer or Secured Party (any such Lender, L/C Issuer, Secured Party or other recipient (and each of their respective successors and

assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not

after receipt of any notice under Section 9.13(b)) that any funds (as set forth in such notice from the Administrative Agent)

received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted

to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, L/C Issuer, Secured

Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment

of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and

(y) demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property

of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.13 and held in trust for the

benefit of the Administrative Agent, and such Lender, L/C Issuer or Secured Party shall (or, with respect to any Payment Recipient who

received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days

thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative

Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency

so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each

day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount

is repaid to the Administrative Agent in same day funds at the Federal Funds Rate. A notice of the Administrative Agent to any Payment

Recipient under this Section 9.13(a) shall be conclusive, absent manifest error.

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(b)

Without limiting the provisions of Section 9.13(a), each Payment Recipient (and each of their respective successors and assigns)

hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment

of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different

amount than, or on a different date from, that specified in this Credit Agreement or in a notice of payment, prepayment or repayment

sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded

or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that

such Payment Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), in each case:

(i)

it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been

made (absent written confirmation from the Administrative Agent to the contrary) or (B) in the case of immediately preceding clause (z),

an error and mistake has been made, in each case, with respect to such payment, prepayment or repayment; and

(ii)

such Lender, L/C Issuer or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to)

promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately

preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details

thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.13(b). For the

avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 9.13(b) shall not have

any effect on a Payment Recipient’s obligations pursuant to Section 9.13(a) or on whether or not an Erroneous Payment has

been made.

(c)

Each Lender, L/C Issuer or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at

any time owing to such Lender, L/C Issuer or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative

Agent to such Lender, L/C Issuer or Secured Party under any Loan Document with respect to any payment of principal, interest, fees, or

other amounts, against any amount that the Administrative Agent has demanded to be returned under Section 9.13(a).

(d)

(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand

therefor in accordance with Section 9.13(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or

from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount,

an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time,

then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed

to have assigned its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the

“Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser

amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted

Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus

any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together

with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment,

and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person

to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee

Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative

Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning

Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance

of doubt, its obligations under the indemnification provisions of this Credit Agreement and its applicable Commitments which shall survive

as to such assigning Lender, (D) the Administrative Agent and the Borrower shall be deemed to have waived any consents required under

this Credit Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent may reflect in the Register

its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous

Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with

the terms of this Credit Agreement.

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(ii)

The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon

receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the

net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and

claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment

Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest

or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans

acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by

the Administrative Agent) and (y) may in the sole discretion of the Administrative Agent be reduced by any amount specified by the Administrative

Agent in writing to the applicable Lender from time to time.

(e)

The parties hereto agree (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous

Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof)

for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case

of any Payment Recipient who has received funds on behalf of a Lender, L/C Issuer or Secured Party, to the rights and interests of such

Lender, L/C Issuer or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous

Payment Subrogation Rights”) (provided that the Loan Parties’ Secured Obligations under the Loan Documents in respect

of the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured Obligations in respect of Loans that have been assigned

to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) that an Erroneous Payment shall not pay, prepay,

repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Loan Party; provided that this

Section 9.13 shall not be interpreted to increase (or accelerate the due date for) the Obligations of the Borrower relative to

the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the

Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall

not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised

of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.

(f)

To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,

and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim

by the Administrative Agent for the return of any Erroneous Payment received, including without limitation any defense based on “discharge

for value” or any similar doctrine.

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(g)

Each party’s obligations, agreements and waivers under this Section 9.13 shall survive the resignation or replacement of

the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender or L/C Issuer, the termination of

the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof).

Article

Miscellaneous

Section

10.1 Notices.

(a)

Notices Generally. All notices and other communications provided for herein shall be in writing and shall be delivered by hand

or overnight courier service, mailed by certified or registered mail as follows:

(i)

if to any Loan Party, CareCloud, Inc., 7 Clyde Road, Suite 201, Somerset, New Jersey 08873, Attention: Legal Department;

(ii)

if to the Administrative Agent, Lead Arranger, or the L/C Issuer or the Swingline Lender, to the address, electronic mail address or

telephone number specified for such Person on Schedule 10.1 (Committed Loan Notices and Letter of Credit Applications shall additionally

be delivered to the addressees set forth therein); and

(iii)

if to any other Credit Party, the address, facsimile number, electronic mail address or telephone number specified in its Administrative

Questionnaire.

Notices

sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;

notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the

recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered

through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)

Electronic Communications. Notices and other communications hereunder may be delivered or furnished by electronic communication

(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that

the foregoing shall not apply to notices to any Credit Party pursuant to Article 2 if such Credit Party has notified the Administrative

Agent that it is incapable of receiving notices under such Article by electronic communication.

Unless

the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received

upon the sender’s receipt of an acknowledgement of transmission to the intended recipient (such as by the “delivery receipt

requested” function, return e-mail, confirmation of system-generated posting notices by a Platform or other written acknowledgement)

and (ii) notices or communications posted to a Platform or an Internet or intranet website shall be deemed received upon the deemed receipt

by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication

is available and identifying the website address therefor; provided that for both clauses (i) and (ii) above, if such notice 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. Notwithstanding anything to the contrary herein, borrowing

requests and other notices to Administrative Agent, a Swing Line Lender or an L/C Issuer sent by email or posted to a Platform or an

Internet or intranet website shall only be effective against such party if receipt of such transmission is affirmatively acknowledged

by such party.

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(c)

Change of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder

by notice to the other parties hereto.

(d)

Platform.

(i)

The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make the Communications available to the L/C Issuer

and the other Lenders by posting the Communications on the Platform and that certain of the Lenders (each, a “Public Lender”)

may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or

the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect

to such Persons’ securities.

(ii)

The Borrower hereby agrees that so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered

it will use commercially reasonable efforts to identify that portion of the Communications that may be distributed to the Public Lenders

and that: (A) all such (i) shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC”

shall appear prominently on the first page thereof; (B) by marking (ii) “PUBLIC,” the Borrower shall be deemed to have authorized

the Administrative Agent, Lead Arranger and the Lenders to treat such Communications as not containing any material non-public information

(although it may be sensitive and proprietary) with respect to any Loan Party or its securities for purposes of United States Federal

and state securities laws (provided, however, that to the extent such Communications constitute Information, they shall

be treated as set forth in Section 10.14); (C) all Communications marked “PUBLIC” are permitted to be made available

through a portion of the Platform designated “Public Side Information”; and (D) the Administrative Agent and the Lead Arranger

shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion

of the Platform not designated “Public Side Information”.

(iii)

The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the

adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express,

implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights

or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no

event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability

to the Borrower or the other Loan Parties, any Lender or any other Person or entity for damages of any kind, including direct or indirect,

special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Administrative

Agent’s transmission of communications through the Platform, except to the extent such damages result from the Administrative Agent’s

gross negligence or willful misconduct.

Section

10.2 Waivers; Amendments.

(a)

No failure or delay by any Credit Party in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor

shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right

or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the

Credit Parties under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.

No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective

unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific

instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan and/or the issuance,

amendment, extension or renewal of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Credit

Party may have had notice or knowledge of such Default at the time.

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(b)

Except as expressly provided by Section 2.11, Section 3.1(e), Section 3.8 or in the other paragraphs of this Section

10.2, neither this Credit Agreement, any other Loan Document (other than the Fee Letter) nor any provision thereof may be waived,

amended or modified except pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders

(or, in the case of waivers of any condition precedent to any Revolving Borrowing set forth in Section 4.2, the Required Class

Lenders in respect of the Revolving Facility), or by the Borrower and the Administrative Agent with the consent of the Required Lenders;

provided that no such agreement shall:

(i)

extend or increase any Commitment of any Lender without the written consent of such Lender or increase the L/C Sublimit without the consent

of the L/C Issuer (it being understood that a waiver of any condition precedent set forth in Article 4 or the waiver of any Default

shall not constitute an extension or increase of any Commitment of any Lender or an increase of the L/C Sublimit);

(ii)

reduce the principal amount of any Loan or any reimbursement obligation with respect to a L/C Disbursement, or reduce the rate of any

interest, or reduce any fees or other amounts, payable under the Loan Documents, without the written consent of each Credit Party directly

and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to amend or modify any

Financial Covenant, any defined terms used therein or the definition of “Default Rate” or to waive any obligation of the

Borrower to pay interest at the Default Rate, in each case, notwithstanding the fact that any such amendment or modification actually

results in reduction in the rate of interest or fees;

(iii)

postpone any date scheduled for any payment of principal of, or interest on, any Loan or reimbursement obligation with respect to any

L/C Disbursement, or any fees or other amounts payable hereunder or under any other Loan Document, or reduce the amount of, waive or

excuse any such payment, or postpone the stated termination or expiration of the Revolving Commitments or reduce the amount of or postpone

the date of any prepayment required by Section 2.7(b) without the written consent of each Credit Party directly and adversely

affected thereby;

(iv)

except as provided in Section 2.10 and subsection (c) below change any provision hereof in a manner that would alter the pro rata

sharing of payments required by Section 2.8(b) or the pro rata reduction of Revolving Commitments required by Section 2.5(d),

without the written consent of each Credit Party directly and adversely affected thereby;

(v)

change any of the provisions of this Section or the definition of the terms “Required Lenders” or “Required

Class Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify

any rights hereunder or make any determination or grant any consent hereunder;

(vi)

amend, modify or waive any provision of Section 2.10 without the written consent of the Administrative Agent, the Swingline Lender

and the L/C Issuer;

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(vii)

change the currency in which any Commitment or Loan is, or is to be, denominated, Letters of Credit are to be issued or payment under

the Loan Documents is to be made without the written consent of each Lender directly affected thereby;

(viii)

release any Guarantor from its Guarantee under the Guarantee Agreement (except as expressly provided therein or in Section 9.10),

or limit its liability in respect of such Guarantee, without the written consent of each Lender; or

(ix)

release all or substantially all of the Collateral from the Liens of the Loan Documents (except as expressly provided in the applicable

Collateral Document or in connection with a transaction permitted by Section 7.3), without the consent of each Lender; and

provided,

further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights or duties hereunder or under

any other Loan Document of (A) the Administrative Agent, unless in writing executed by the Administrative Agent (B) any Issuing Bank,

unless in writing executed by such Issuing Bank and (C) any Swingline Lender, unless in writing executed by such Swingline Lender, in

each case in addition to the Borrower and the Lenders required above.

(c)

Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver

or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected

Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders, except that (x) the Commitment of any

Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any

of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of

such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that

by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting

Lender.

(d)

In addition, notwithstanding anything in this Section to the contrary, if the Administrative Agent and the Borrower shall have jointly

identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Loan Documents, then

the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become

effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by

the Required Lenders to the Administrative Agent within ten (10) Business Days following receipt of notice thereof.

Section

10.3 Expenses; Indemnity; Damage Waiver.

(a)

Costs and Expenses. The Loan Parties, jointly and severally, shall pay (i) all reasonable out-of-pocket expenses incurred by the

Administrative Agent, Lead Arranger and their respective Affiliates (including Attorney Costs of counsel for the Administrative Agent),

in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and

administration of this Credit Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof

or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses

incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for

payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, Lead Arranger or any Credit Party (including

Attorney Costs of the Administrative Agent or any Credit Party), in connection with the enforcement or protection of its rights (whether

through negotiations, legal proceedings or otherwise) (A) in connection with this Credit Agreement and the other Loan Documents, including

its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket

expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b)

Indemnification by Loan Parties. The Loan Parties, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent

thereof), each Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)

against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney

Costs), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection

with, or as a result of (i) the execution or delivery of this Credit 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 Letter of Credit or the use or proposed use of the

proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented

in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence

or Release of Hazardous Materials at, on, under or from any property owned or operated by any Loan Party or any of its Subsidiaries,

or any Environmental Claim or Environmental Liability related in any way to any Loan Party 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 any Loan Party, and regardless of whether any Indemnitee is a party thereto or (v)

any government investigation, audit, hearing or enforcement action resulting from any Loan Party’s or any of its Affiliate’s

noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being

understood and agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for

fines, penalties and other expenses) regardless of whether any adverse finding is made against any Loan Party or any of its Affiliates),

provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities

or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from

the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Loan Party against an Indemnitee

for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained

a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that

the indemnity set forth above in this paragraph shall be held to be unenforceable in whole or in part because it is 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 amounts incurred by Indemnitees or any of them.

(c)

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph

(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender

or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),

the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of

the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit

Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided

that with respect to such unpaid amounts owed to the L/C Issuer or the Swingline Lender solely in its capacity as such, only the Revolving

Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lender’s

Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided,

further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was

incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity

as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer

or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the

provisions of Section 2.8(d).

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(d)

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Loan Party shall assert, and each

Loan Party hereby waives, any claim against the Administrative Agent (and any sub-agent thereof), any Lender and any L/C Issuer, and

any Related Party of any of the foregoing Persons (each such Person being called a “Protected Person”), on any theory

of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection

with, or as a result of, this Credit Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby,

the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Protected Person

shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it

through telecommunications, electronic or other information transmission systems in connection with this Credit Agreement or the other

Loan Documents or the transactions contemplated hereby or thereby.

(e)

Payments. All amounts due under this Section shall be payable promptly and in no event later than ten (10) days after demand therefor.

Section

10.4 Successors and Assigns.

(a)

Successors and Assigns Generally. The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer

any of its rights or obligations hereunder without the prior written consent of the Administrative Agent, each L/C Issuer and each Lender

(and any other attempted assignment or transfer by any party hereto shall be null and void) and no Lender may assign or otherwise transfer

any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section,

(ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment

of a security interest subject to the restrictions of paragraph (e) of this Section. Nothing in this Credit Agreement, expressed or implied,

shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby,

Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties

of each Credit Party) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

(b)

Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations

under this Credit Agreement (including all or a portion of its applicable Commitments and the applicable Loans at the time owing to it);

provided that any such assignment shall be subject to the following conditions:

(i)

Minimum Amounts.

(A)

in the case of an assignment of the entire remaining amount of the assigning Lender’s applicable Commitment and/or the applicable

Loans at the time owing to it (in each case with respect to any Credit Facility) or contemporaneous assignments to or by related Approved

Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section

in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be

assigned; and

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(B)

in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the applicable Commitment (which for this purpose

includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the

applicable Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with

respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and

Assumption, as of the Trade Date) shall not be less than $5,000,000.00, in the case of any assignment in respect of a Revolving Facility,

or $1,000,000.00, in the case of any assignment in respect of a Term Facility, unless each of the Administrative Agent and, so long as

no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld

or delayed).

(ii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s

rights and obligations under this Credit Agreement with respect to the applicable Loan or the applicable Commitment assigned, except

that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Tranches

on a non-pro rata basis.

(iii)

Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this

Section and, in addition:

(A)

the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default

has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender (other than a Defaulting Lender),

an Affiliate of a Lender (other than a Defaulting Lender) or an Approved Fund, provided that the Borrower shall be deemed to have

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

Days after written notice of such assignment shall have delivered to the Borrower; and provided, further, that the Borrower’s

consent shall not be required during the primary syndication of the Credit Facilities;

(B)

the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in

respect of (i) the Revolving Facility or any unfunded Term Loan Commitment if such assignment is to a Person that is not a Lender with

a Commitment in respect of such facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (ii) a funded

Term Facility to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)

the consent of the L/C Issuer and the Swingline Lender shall be required for any assignment in respect of the Revolving Facility.

(iv)

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment

and Assumption, together with a processing and recordation fee of $3,500.00, and the assignee, if it is not a Lender, shall deliver to

the Administrative Agent an Administrative Questionnaire. In addition, each assignee shall, on or before the effective date of such assignment,

deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States

Taxes in accordance with Section 3.6(g).

(v)

No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates

or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute

a Defaulting Lender or a Subsidiary thereof or (C) a Person who, at the time of such assignment, is a Sanctioned Person if such assignment

would violate Applicable Law.

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(vi)

No Assignment to Natural Persons. No such assignment shall be made to a natural person (or a holding company, investment vehicle

or trust for, or owned and operated for the primary benefit of, a natural person).

(vii)

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no

such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the

assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof

as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating

actions, including funding, with the prior written consent of the Borrower and the Administrative Agent, the applicable pro rata share

of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably

consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any

Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations

in Letters of Credit and Swingline Loans, as applicable, in accordance with its Applicable Percentage. Notwithstanding the foregoing,

in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable

Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender

for all purposes of this Credit Agreement until such compliance occurs.

Subject

to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective

date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Credit Agreement and, to the extent

of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Credit Agreement,

and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from

its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s

rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to

the benefits of Section 3.5 and Section 10.3 with respect to facts and circumstances occurring prior to the effective date

of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Credit Agreement that does not comply

with this paragraph shall be treated for purposes of this Credit Agreement as a sale by such Lender of a participation in such rights

and obligations in accordance with paragraph (d) of this Section.

(c)

Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a

copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the applicable

Lenders, and the applicable Commitments of, and principal amounts of the applicable Loans owing to, each Lender pursuant to the terms

hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the

Administrative Agent, the L/C Issuers and the applicable Lenders may treat each Person whose name is recorded in the Register pursuant

to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding notice to the contrary. The Register

shall be available for inspection by the Borrower and any L/C Issuer or Lender, at any reasonable time and from time to time upon reasonable

prior notice.

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(d)

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, any L/C Issuer or the Administrative

Agent, sell participations to any Person (other than (w) a natural person (or a holding company, investment vehicle or trust for, or

owned and operated for the primary benefit of, a natural person), (x) the Borrower or any of the Borrower’s Affiliates or Subsidiaries,

(y) any Defaulting Lender or any of its subsidiaries or (z) a Person who, at the time of such participation, is a Sanctioned Person if

the sale of such participation would violate Applicable Law) (each, a “Participant”) in all or a portion of such Lender’s

rights and/or obligations under this Credit Agreement (including all or a portion of its applicable Revolving Commitment and/or the applicable

Loans owing to it); provided that (i) such Lender’s obligations under this Credit Agreement shall remain unchanged, (ii)

such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,

the Administrative Agent and each Credit Party shall continue to deal solely and directly with such Lender in connection with such Lender’s

rights and obligations under this Credit Agreement.

Any

agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right

to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement; provided

that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,

modification or waiver described in Section 10.2(b) that affects such Participant. The Borrower agrees that each Participant shall

be entitled to the benefits of Sections 3.4, 3.5 and 3.6 (subject to the requirements and limitations therein, including

the requirements under Section 3.6 (it being understood that the documentation required under Section 3.6(g) shall be delivered

to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph

(b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.7 as if it

were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections

3.5 or 3.6, with respect to any participation, than its participating Lender would have been entitled to receive, except to

the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the

applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable

efforts to cooperate with the Borrower to effectuate the provisions of Section 3.7(b) with respect to any Participant. To the

extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.8 as though it were a Lender; provided

that such Participant agrees to be subject to Section 2.8(h) as though it were a Lender. 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. 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 Credit Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative

Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this

Credit Agreement and the Loan Documents to secure obligations of such Lender, including any pledge or assignment to secure obligations

to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder

or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)

Cashless Settlement. Notwithstanding anything to the contrary contained in this Credit Agreement, any Lender may exchange, continue

or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted

by the terms of this Credit Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent

and such Lender.

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Section

10.5 Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates

or other instruments prepared or delivered in connection with or pursuant to this Credit Agreement or any other Loan Document shall be

considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of any Loan Document and

the making of any Loans and the issuance of any Letter of Credit, regardless of any investigation made by any such other party or on

its behalf and notwithstanding that any Credit Party may have had notice or knowledge of any Default or incorrect representation or warranty

at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued

interest on any Loan or any L/C Obligation or any fee or any other amount payable under the Loan Documents is outstanding and unpaid

or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 3.4,

3.5, 3.6, 10.3, 10.9, and 10.10 and Article 9 shall survive and remain in full force and effect

regardless of the consummation of the transactions contemplated hereby or the Termination Date.

Section

10.6 Counterparts; Integration; Effectiveness; Electronic Execution. This Credit Agreement may be executed in one or more

counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Except

as provided in Section 4.1, this Credit Agreement shall become effective when it shall have been executed by the Administrative

Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each

of the other parties hereto. Delivery of an executed signature page counterpart hereof by telecopy, emailed .pdf or any other electronic

means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart

hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import

in or relating to any document to be signed in connection with this Credit Agreement and the transactions contemplated hereby shall be

deemed to include electronic signatures, the electronic association of signatures and records on electronic platforms, deliveries or

the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually

executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, 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, any other similar state laws based on the Uniform Electronic Transactions Act or the Uniform

Commercial Code, each as amended, and the parties hereto hereby waive any objection to the contrary, provided that (x) nothing

herein shall require Administrative Agent to accept electronic signature counterparts in any form or format and (y) Administrative Agent

reserves the right to require, at any time and at its sole discretion, the delivery of manually executed counterpart signature pages

to any Loan Document and the parties hereto agree to promptly deliver such manually executed counterpart signature pages. This Credit

Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to Administrative Agent, Lead

Arranger or any Lender, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and

all previous agreements and understandings, oral or written, relating to the subject matter hereof.

Section

10.7 Severability. In the event any one or more of the provisions contained in this Credit Agreement should be held invalid,

illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall

not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction

shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith

negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as

close as possible to that of the invalid, illegal or unenforceable provisions.

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Section

10.8 Setoff. If an Event of Default shall have occurred and be continuing, each Credit Party and each of their respective

branches and Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to

set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held

and other obligations (in whatever currency) at any time owing by such Credit Party or any such branch or Affiliate to or for the credit

or the account of any Loan Party or any of its Subsidiaries against any and all of the obligations of such Loan Party or such Subsidiary

now or hereafter existing under this Credit Agreement or any other Loan Document to such Credit Party or such branch or Affiliate, irrespective

of whether or not such Credit Party, branch or Affiliate shall have made any demand under this Credit Agreement or any other Loan Document

and although such obligations of such Loan Party or Subsidiary may be contingent or unmatured or are owed to a branch, office or Affiliate

of such Credit Party different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness, provided,

that in the event that any Defaulting Lender shall exercise any right of setoff, (x) all amounts so set off shall be paid over immediately

to the Administrative Agent for further application in accordance with the provisions of Section 2.8 and, pending such payment,

shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent

and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable

detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Credit

Party and its branches and Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff)

that such Credit Party and its branches and Affiliates may have. Each Credit Party agrees to notify the Borrower and the Administrative

Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity

of such setoff and application.

Section

10.9 Governing Law; Jurisdiction; Consent to Service of Process.

(a)

Governing Law. This Credit Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)

Submission to Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to

the exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court

of the for the Southern District of New York and any appellate court from any thereof, in any action or proceeding arising out of or

relating to this Credit Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties

hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined

in such New York State court or, to the fullest extent permitted by Applicable Law, in such Federal court. Each of the parties hereto

agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit

on the judgment or in any other manner provided by law. Nothing in this Credit Agreement or in any other Loan Document shall (i) affect

any right that any Credit Party may otherwise have to bring any action or proceeding relating to this Credit Agreement or any other Loan

Document against the Borrower or any other Loan Party or its properties in the courts of any jurisdiction, (ii) waive any statutory,

regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches,

bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code

Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which

courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or any advising bank, nominated

bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit

with, or affecting the rights of, any Person not a party to this Credit Agreement, whether or not such Letter of Credit contains its

own jurisdiction submission clause.

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(c)

Waiver of Objection to Venue. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted

by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of

or relating to this Credit Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the

parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to

the maintenance of such action or proceeding in any such court.

(d)

Service of Process. Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in

Section 10.1. Nothing in this Credit Agreement will affect the right of any party to this Credit Agreement to serve process in

any other manner permitted by Applicable Law.

Section

10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CREDIT

AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER

THEORY). EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES

THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER

THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section

10.11 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative

Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such

setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant

to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any

other party, in connection with any proceeding under any Debtor Relief Law or Fraudulent Transfer Law, then (a) to the extent of such

recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect

as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative

Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon

from the date of such demand to the date such payment is made at a rate per annum equal to the greater of the Federal Funds Rate from

time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Section

10.12 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only,

are not part of this Credit Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this

Credit Agreement.

Section

10.13 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable

to any Loan or L/C Obligation, together with all fees, charges and other amounts that are treated as interest thereon under applicable

law (collectively the “charges”), shall exceed the maximum lawful rate (the “maximum rate”) that

may be contracted for, charged, taken, received or reserved by the Lender holding an interest in such Loan or L/C Obligation in accordance

with applicable law, the rate of interest payable in respect of such Loan or L/C Obligation hereunder, together with all of the charges

payable in respect thereof, shall be limited to the maximum rate and, to the extent lawful, the interest and the charges that would have

been payable in respect of such Loan or L/C Obligation but were not payable as a result of the operation of this Section shall be cumulated,

and the interest and the charges payable to such Lender in respect of other Loans or L/C Obligations or periods shall be increased (but

not above the maximum rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date

of repayment, shall have been received by such Lender.

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Section

10.14 Confidentiality; Treatment of Certain Information.

(a)

Each Credit Party agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed

(i) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors, consultants,

contractors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential

nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority

purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners),

(iii) to the extent required by Applicable Law or regulations or by any subpoena or similar legal process, (iv) to any other party hereto,

(v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to

this Credit Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing

provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of

or Participant in, any of its rights or obligations under this Credit Agreement or (B) any actual or prospective party (or its Related

Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations,

this Credit Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Borrower,

its Subsidiaries or the Credit Facilities or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring

of CUSIP numbers with respect to the Credit Facilities, (viii) with the consent of the Borrower or (ix) to the extent such Information

(A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to the Administrative Agent,

any Credit Party or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower or (C) is independently

generated by the Administrative Agent, any Credit Party or any of their respective Affiliates. In addition, the Administrative Agent

and the Lenders may disclose the existence of this Credit Agreement and information about this Credit Agreement and the Loan Documents

to (i) market data collectors, league table providers and other similar service providers to the lending industry and (ii) service providers

to the Administrative Agent or any Lender in connection with the administration of this Credit Agreement, the other Loan Documents, and

the Commitments.

(b)

For purposes of this Section, “Information” means all information received from any Loan Party or any of its Subsidiaries

relating to any Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information that is

available to the Administrative Agent or any other Credit Party on a non-confidential basis prior to disclosure by any Loan Party or

any Subsidiary or that is independently prepared by the Administrative Agent or any other Credit Party, provided that, in the

case of information received from any Loan Party or any of its Subsidiaries after the Agreement Date, such information is clearly identified

at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section

shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the

confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding anything herein

to the contrary, “Information” shall not include, and each Credit Party (and their Affiliates and respective partners, directors,

officers, employees, agents, advisors and representatives) may disclose to any and all persons, without limitation of any kind, any information

with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated hereby and

all materials of any kind (including opinions or other tax analyses) that are provided to such Credit Party relating to such tax treatment

and tax structure.

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(c)

The Loan Parties agree, on behalf of themselves and their Affiliates, that they will not in the future issue any press releases or other

public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Credit

Agreement or any of the other Loan Documents without the prior written consent of such Person (such consent not to be unreasonably withheld,

conditioned, or delayed), unless (and only to the extent that) the Loan Parties or such Affiliate is required to do so under law or regulation

(including securities laws and stock exchange requirements) and then, in any event, the Loan Parties or such Affiliate will use reasonable

efforts to consult with such Person before issuing such press release or other public disclosure to the extent practicable under the

circumstances.

(d)

The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the

Transactions (including, without limitation amount and type of facility) using the names, product photographs, logos or trademarks of

the Loan Parties.

Section

10.15 USA PATRIOT Act. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and

not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to

obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party

and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance

with the USA PATRIOT Act. The Borrower shall, and shall cause each Subsidiary to, provide such information and take such actions as are

reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining

compliance with the USA PATRIOT Act.

Section

10.16 No Fiduciary Duty. Each Loan Party acknowledges that in connection with all aspects of the transactions contemplated

hereby and any communications in connection therewith, such Loan Party and its Affiliates, on the one hand, and the Administrative Agent,

the Lead Arranger, the Documentation Agent, the Syndication Agent, the other Credit Parties and their respective Affiliates, on the other

hand, will have an arms-length business relationship that does not create, by implication or otherwise, any fiduciary duty on the part

of the Administrative Agent, the Lead Arranger, the Documentation Agent, the Syndication Agent, the other Credit Parties or their respective

Affiliates, and that each Loan Party has consulted with its own legal, accounting, regulatory and tax advisors to the extent it has deemed

appropriate in connection with the transactions contemplated hereby.

Section

10.17 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding, anything to the contrary

in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that

any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be

subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and

agrees to be bound by:

(a)

the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder

which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)

the effects of any Bail-In Action on any such liability, including, if applicable:

(i)

a reduction in full or in part or cancellation of any such liability;

(ii)

a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,

its parent 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 Credit Agreement

or any other Loan Document; or

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(iii)

the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any applicable

Resolution Authority.

Section

10.18 Certain ERISA Matters.

(a)

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date

such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent, the Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower

or any other Loan Party, that at least one of the following is and will be true:

(i)

such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA)

of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii)

the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by

independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Credit Agreement,

(iii)

(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI

of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate

in, administer and perform the Loans, the Letters of Credit, the Commitments and this Credit Agreement, (C) the entrance into, participation

in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Credit Agreement satisfies the requirements

of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a)

of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance

of the Loans, the Letters of Credit, the Commitments and this Credit Agreement, or

(iv)

such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,

and such Lender.

(b)

In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided

another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further

(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person

became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent,

the Lead Arranger, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any

other Loan Party, that:

(i)

none of the Administrative Agent, the Lead Arranger, or any of their respective Affiliates is a fiduciary with respect to the assets

of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Credit

Agreement, any Loan Document or any documents related to hereto or thereto),

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(ii)

the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Credit Agreement is independent (within the meaning

of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or

has under management or control, total assets of at least $50,000,000.00, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),

(iii)

the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Credit Agreement is capable of evaluating investment

risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the

Loan Document Obligations),

(iv)

the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Credit Agreement is a fiduciary under ERISA or the Code,

or both, with respect to the Loans, the Letters of Credit, the Commitments and this Credit Agreement and is responsible for exercising

independent judgment in evaluating the transactions hereunder, and

(v)

no fee or other compensation is being paid directly to the Administrative Agent, the Lead Arranger, or any their respective Affiliates

for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Credit

Agreement.

(c)

The Administrative Agent and the Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial

investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such

Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest

or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Credit Agreement, (ii) may recognize a gain

if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the

Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions

contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront

fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,

letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s

acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

Section

10.19 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee

or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”

and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution

power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street

Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)

in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents

and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other

state of the United States):

-127-

(a)

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding

under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest

and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or

such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.

Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)

were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of

a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that

might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted

to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported

QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the

foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event

affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)

As used in this Section 10.19, the following terms have the following meanings:

“BHC

Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,

12 U.S.C. 1841(k)) of such party.

“Covered

Entity” means any of the following:

(i)

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

(ii)

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable.

“QFC”

has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

[Signature

pages follow]

-128-

WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed by their respective authorized officers as

of the day and year first above written.

CARECLOUD,

INC., a Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

Signature

Page to Credit Agreement - Borrower

CITIZENS

BANK, N.A., as the Administrative Agent, the L/C Issuer, the Swingline Lender, and a Lender

By:

/s/

Megan Westhuis

Name:

Megan

Westhuis

Title:

Senior

Vice President

Signature

Page to Credit Agreement - Citizens

PROVIDENT

BANK, a Lender

By:

/s/

Thomas Spencer

Name:

Thomas

Spencer

Title:

First

Vice President

Signature

Page to Credit Agreement - Provident

SCHEDULE

2.1

COMmitMENTS

Lender

Revolving Commitment

Term Loan Commitment

Total Commitments

Citizens Bank, N.A.

$ 6,000,000.00

$ 24,000,000.00

$ 30,000,000.00

Provident Bank

$ 4,000,000.00

$ 16,000,000.00

$ 20,000,000.00

Totals

$ 10,000,000.00

$ 40,000,000.00

$ 50,000,000.00

Schedule

2.1

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit 10.2

PLEDGE

AND SECURITY AGREEMENT

PLEDGE

AND SECURITY AGREEMENT, dated as of April 13, 2026 (as amended, restated, supplemented or otherwise modified, this “Agreement”),

among CARECLOUD, INC., a Delaware corporation (the “Borrower”), CARECLOUD ACQUISITION, CORP., a Delaware

corporation (“CC Acquisition”), CARECLOUD HEALTH, INC., a Delaware corporation (“CC Health”),

CARECLOUD HOLDINGS INC., a Delaware corporation (“CC Holdings”), CARECLOUD PRACTICE MANAGEMENT, CORP.,

a Delaware corporation (“CC Practice Management”), MEDSR, INC., a Delaware corporation (“MedSR”),

MERIDIAN MEDICAL MANAGEMENT, INC., (d/b/a Origin Healthcare Solutions), a Delaware corporation (“Medical Management”),

N884AM HOLDINGS INC., a Delaware corporation (“AM Holdings”, together with CC Acquisition, CC Health, CC Holdings,

CC Practice Management, MedSR, and Medical Management, collectively and individually, the “Guarantor”), each Subsidiary party

hereto as of the date hereof or which becomes a party hereto in accordance to Article 10 (each such Subsidiary, individually,

a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), and CITIZENS BANK,

N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement referred

to in the next paragraph acting on behalf of the Secured Parties.

RECITALS

Reference is made to the Credit Agreement, dated as of the date hereof, by and among the Borrower, the Lenders party thereto and the

Administrative Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit

Agreement”).

The Credit Parties have agreed to make Credit Extensions to or for the account of the Borrower pursuant to, and upon the terms and subject

to the conditions specified in, the Credit Agreement. Each of the Guarantors (including the Subsidiary Guarantors) is a direct or indirect

subsidiary of the Borrower.

Each Grantor (as defined below) further acknowledges that it will derive substantial direct and indirect benefit from the making of the

Credit Extensions.

The execution and delivery by the Grantors of this Agreement is a condition precedent to the effectiveness of the Credit Agreement, and

the Credit Parties would not have entered into the Credit Agreement if the Grantors had not executed and delivered this Agreement.

Accordingly,

the parties hereto agree as follows:

Article

DEFINITIONS AND RULES OF CONSTRUCTION

Section

1.1 Credit Agreement Defined Terms. Capitalized terms used herein and not defined herein, and the term “subsidiary”,

shall have the meanings assigned to such terms in the Credit Agreement.

Section

1.2 Uniform Commercial Code Terms and Provisions. Unless otherwise defined herein or in the Credit Agreement, capitalized terms

used herein that are defined in the Uniform Commercial Code (as defined below) have the meanings assigned to them in the Uniform Commercial

Code, including the following: “Account”; “Chattel Paper”; “Certificated Security”;

“Commodity Contract”; “Commodity Intermediary”; “Document”; “Equipment”;

“Financial Asset”; “Fixtures”; “General Intangible”; “Goods”;

“Instrument”; “Inventory”; “Letter of Credit Right”; “Proceeds”;

“Record”; “Securities Intermediary”; “Security”; “Security Certificate”;

“Security Entitlement”; and “Uncertificated Security”. All references herein to provisions of the

Uniform Commercial Code shall include all successor provisions under any subsequent version or amendment to any Article of the Uniform

Commercial Code. In the event that a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article

of the Uniform Commercial Code, such term will have the meaning specified in Article 9 of the Uniform Commercial Code.

Section

1.3 Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account

Debtor” means each Person who is or may become obligated to a Grantor in respect of any Receivable or any Supporting Obligation

or Collateral Support relating thereto.

“Additional

Grantor” has the meaning assigned to such term in Article 10.

“Applicable

Date” means (a) in the case of any Grantor (other than an Additional Grantor), the date hereof, and (b) in the case of any

Additional Grantor, the date of the Subsidiary Joinder Agreement executed and delivered by such Additional Grantor.

“Applicable

Filing Offices” means the filing offices set forth on Schedule 16 to each Applicable Perfection Certificate.

“Applicable

Perfection Certificate” means, (a) in the case of any Grantor (other than an Additional Grantor), the Perfection Certificate

delivered on the date hereof, and (b) in the case of any Additional Grantor, the Perfection Certificate delivered on the date that such

Additional Grantor becomes a party hereto.

“Approved

Depository” means a depository bank in which a Deposit Account is maintained by a Grantor which is reasonably acceptable to

the Administrative Agent and with respect to which such Grantor has delivered to the Administrative Agent an executed Control Agreement.

“Approved

Intermediary” means a Securities Intermediary or a Commodity Intermediary, as applicable, in respect of a Securities Account,

Commodities Account or Commodity Contract maintained by a Grantor, which is reasonably acceptable to the Administrative Agent and with

respect to which such Grantor has delivered to the Administrative Agent an executed Control Agreement.

“Authorization”

means, collectively, any license, approval, permit or other authorization issued by any Governmental Authority.

“Borrower”

has the meaning assigned to such term in the preamble to this Agreement.

“Claim

Proceeds” means, with respect to any Commercial Tort Claim or any Collateral Support or Supporting Obligation relating thereto,

all Proceeds thereof, including all insurance proceeds and other amounts and recoveries resulting or arising from the settlement or other

resolution thereof, in each case regardless of whether characterized as a “commercial tort claim” under Article 9 of the

Uniform Commercial Code or “proceeds” under the Uniform Commercial Code.

“Collateral”

has the meaning assigned to such term in Section 2.1.

- 2 -

“Collateral

Records” means all books, instruments, certificates, Records, ledger cards, files, correspondence, customer lists, blueprints,

models, drawings, technical specifications, manuals, warranties and other documents, and all computer software, computer printouts, tapes,

disks and related data processing software and similar items, in each case that at any time represent, cover or otherwise evidence, or

contain information relating to, any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization

thereupon.

“Collateral

Support” means all property (real or personal) assigned, hypothecated or otherwise securing any of the Collateral, and shall

include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commercial

Tort Claim” means, collectively, (a) each Commercial Tort Claim (as defined in the Uniform Commercial Code) other than any

Commercial Tort Claim (as defined in the Uniform Commercial Code) in which a Grantor seeks damages arising out of torts committed against

it that could reasonably be expected to result in a damage award to it of less than $100,000.00, including all claims described on Schedule

13 to each Applicable Perfection Certificate, and (b) all Claim Proceeds.

“Commodity

Accounts” means, collectively, with respect to a Grantor, (a) each “commodity account” (as defined in the Uniform

Commercial Code) maintained by such Grantor and all accounts and sub-accounts relating to any of the foregoing accounts including all

such accounts described on Schedule 10(c) to each Applicable Perfection Certificate and (b) all cash, funds, checks, Commodity

Contracts, notes and instruments from time to time held in or credited to any of the accounts or sub-accounts described in clause (a)

of this definition.

“Control”

means (a) in the case of a Deposit Account, “control,” as such term is defined in Section 9-104 of the Uniform Commercial

Code, (b) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the Uniform Commercial

Code and (c) in the case of a Commodity Contract, “control,” as such term is defined in Section 9-106 of the Uniform Commercial

Code.

“Control

Agreement” means an agreement, in form and substance satisfactory to the Administrative Agent, among the applicable Grantor,

the Administrative Agent and an Approved Depository or Approved Intermediary, as applicable, pursuant to which the Administrative Agent

obtains Control over a Deposit Account, Securities Account or Commodity Account, as applicable.

“Copyright

License” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright

now or hereafter owned or held by or behalf of any Grantor or which any Grantor otherwise has the right to license, or granting any right

to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement,

including each agreement described on Schedule 12(b) to each Applicable Perfection Certificate.

“Copyright

Security Agreement” means a security agreement with respect to Copyrights, substantially in the form of Exhibit A.

“Copyrights”

means all of the following: (a) all copyright rights in any work subject to the copyright laws of the United States of America or any

other country, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such

copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending

applications for registration in the United States Copyright Office or any similar offices in the United States of America or any other

country, including those described on Schedule 12(b) to each Applicable Perfection Certificate, (c) all rights and privileges

arising under applicable law with respect to the use of such copyrights, (d) all reissues, renewals, continuations and extensions thereof

and amendments thereto, and (e) all income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect

thereto, including damages and payments for past, present or future infringements thereof.

- 3 -

“Credit

Agreement” has the meaning assigned to such term in the Recitals to this Agreement.

“Deposit

Accounts” means, collectively, with respect to a Grantor, (a) all “deposit accounts” (as defined in the Uniform

Commercial Code) maintained by such Grantor and all accounts and sub-accounts relating to any of the foregoing accounts including all

such accounts described on Schedule 11 to each Applicable Perfection Certificate and (b) all cash, funds, checks, notes and instruments

from time to time on deposit in any of the accounts or sub-accounts described in clause (a) of this definition.

“Excluded

Accounts” means any Deposit Account or Securities Account that is solely used for the holding of (i) funds used for payroll

and payroll taxes and other employee benefit payments to or for the benefit of a Grantor’s employees, (ii) taxes required to be

collected, remitted or withheld (including federal and state withholding taxes (including the employer’s share thereof)), and (iii)

funds which any Grantor holds in trust or as an escrow or fiduciary for another Person that is not a Grantor.

“Excluded

Assets” means (a) solely to the extent that a pledge hereunder could reasonably be expected to result in an adverse tax consequence

to the holder of any applicable Equity Interests, Equity Interests in any Controlled Foreign Corporation in excess of 65% of the Voting

Equity Interests therein, (b) motor vehicles and other assets subject to certificates of title or ownership to the extent a security

interest therein cannot be perfected by a filing of a financing statement, (c) any United States intent-to-use trademark application

prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, (d) any right

under any contract or agreement constituting a General Intangible, but only to the extent and for so long as the granting of a security

interest therein or an assignment thereof would violate any applicable law (but only to the extent any such prohibition on the granting

of security interests is not rendered ineffective by, or is not otherwise unenforceable under, the Uniform Commercial Code or applicable

law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial

Code or other similar applicable law notwithstanding such prohibition, (e) any contract, instrument, document, lease, license or other

agreement to which a Grantor or any of its property is subject with any Person if, to the extent and for so long as the grant of a lien

thereon constitutes a breach of or a default under, or creates a right of termination in favor of any party (other than such Grantor)

to, such contract, instrument, document, lease, license or other agreement (but only to the extent any such prohibition on the granting

of liens is not rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or applicable law), (f) Excluded

Accounts, and (g) any assets as to which the Administrative Agent shall have notified the Grantors in writing that the Administrative

Agent determined in its reasonable discretion that the costs of obtaining a security interest in the same are excessive in relation to

the benefit to the Secured Parties of the security intended to be afforded thereby.

“Federal

Securities Laws” has the meaning assigned to such term in Section 5.3.

“Grantors”

means, collectively, the Borrower, the Guarantors and any other Subsidiary Guarantors.

“Insurance”

means all insurance policies covering any or all of the Collateral (regardless of whether the Administrative Agent or any other Secured

Party is the loss payee thereof) and all business interruption insurance policies.

- 4 -

“Intellectual

Property” means, collectively, with respect to a Grantor, all of such Grantor’s rights, priorities and privileges relating

to all intellectual and similar property of every kind and nature, whether arising under United States, multinational or foreign laws

or otherwise, now existing or hereafter adopted or acquired, including, without limitation inventions, designs, Patents, Copyrights,

Trademarks, Licenses, domain names, Trade Secrets, confidential or proprietary technical and business information, know how, show how

or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations

and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of

the foregoing, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive

all proceeds and damages therefrom.

“Investment-Related

Property” means, collectively, (a) all “investment property” as defined in the Uniform Commercial Code including

(i) all Certificated Securities and Uncertificated Securities, (ii) all Security Entitlements, and (iii) all Securities Accounts, Commodity

Contracts and Commodity Accounts and all of the assets held therein, (b) all security entitlements, in the case of any United States

Treasury book-entry securities, as defined in 31 C.F.R. section 357.2, or, in the case of any United States federal agency book-entry

securities, as defined in the corresponding United States federal regulations governing such book-entry securities, and (c) whether or

not constituting “investment property” as so defined, all Pledged Collateral.

“License”

means any Copyright License, Patent License, Trademark License, Trade Secret License or other license (other than any Authorization)

or sublicense to which any Grantor is a party.

“LLC

Interests” means the membership interests and other interests in any limited liability company and the certificates, if any,

representing such limited liability company interests and any interest of the owner thereof in the books and records of such limited

liability company and any Securities Entitlements relating thereto and all dividends, distributions, cash, warrants, rights, options,

instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of

or in exchange for any or all of such limited liability company interests and any other warrant, right or option or other agreement to

acquire any of the foregoing, all management rights, all voting rights, any interest in any capital account of a member in such limited

liability company, all rights as and to become a member of the limited liability company, all rights of the holder thereof under any

shareholder or voting trust agreement or similar agreement in respect of such limited liability company, all of the holder’s right,

title and interest as a member to any and all assets or properties of such limited liability company, and all other rights, powers, privileges,

interests, claims and other property in any manner arising out of or relating to any of the foregoing.

“Partnership

Interests” shall mean all partnership interests and other interests in any general partnership, limited partnership, limited

liability partnership or other partnership and the certificates, if any, representing such partnership interests, and any interest of

the holder thereof in the books and records of such partnership and all dividends, distributions, cash, warrants, rights, options, instruments,

securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange

for any or all of such partnership interests and any other warrant, right or option to acquire any of the foregoing, all management rights,

all voting rights, any interest in any capital account of a partner in such partnership, all rights as and to become a partner of such

partnership, all of the holder’s right, title and interest as a partner to any and all assets or properties of such partnership,

and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the

foregoing.

- 5 -

“Patent

License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell

any invention covered in whole or in part by a Patent, now or hereafter owned or held by or on behalf of any Grantor or which any Grantor

otherwise has the right to license, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or

hereafter owned by any third party, and all rights of any Grantor under any such agreement, including each agreement described on Schedule

12(a) to each Applicable Perfection Certificate.

“Patent

Security Agreement” means a security agreement with respect to Patents, substantially in the form of Exhibit B.

“Patents”

means all of the following: (a) all letters patent of the United States of America or any other country, all registrations and recordings

thereof and all applications for letters patent of the United States of America or any other country, including registrations, recordings

and pending applications in the United States Patent and Trademark Office or any similar offices in the United States of America or any

other country, including those described on Schedule 12(a) to each Applicable Perfection Certificate, (b) all inventions and improvements

described and claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein, (c) all reissues,

continuations, divisions, continuations in part, renewals or extensions thereof and amendments thereto, and the inventions disclosed

or claimed therein, and (d) all income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder

and with respect thereto.

“Pledged

Collateral” means, collectively, the Pledged Debt, Pledged Debt Securities and the Pledged Equity Interests.

“Pledged

Debt” means all debt now or hereafter owed or owing to any Grantor, including all such debt described on Part C of Schedule

3.4, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed

in respect of or in exchange for any or all of such debt.

“Pledged

Debt Securities” means all Securities or Instruments (including promissory notes) evidencing Pledged Debt and held by any Grantor,

whether now owned or hereafter acquired, including all such Securities and Instruments described on Part C of Schedule 3.4.

“Pledged

Equity Interests” means all Equity Interests, including all LLC Interests and Partnership Interests, now owned or hereafter

acquired by any Grantor in (a) each Subsidiary (except to the extent that such Equity Interests constitute Excluded Assets), and (b)

each other Person unless in the case of this clause (c) such Equity Interests are held in a Securities Account or constitute Margin Stock;

in each case whether now owned or hereafter created or acquired, together with all Security Certificates and other certificates evidencing

such Equity Interests, including (A) in the case of certificated Equity Interests constituting Securities, the Equity Interests listed

in Part A of Schedule 3.4 and (B) in the case of Equity Interests constituting Pledged LLC Interests and Pledged Partnership

Interests, the Equity Interests listed in Part B of Schedule 3.4.

“Pledged

Securities” means the Pledged Debt Securities, any other promissory notes, instruments, Security Certificates, unit certificates,

certificates evidencing LLC Interests or Partnership Interests and other Certificated Securities now or hereafter included in the Pledged

Collateral representing or evidencing any Pledged Collateral, in each case excluding any Excluded Assets.

“Receivables”

means all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise

disposed of, or services rendered or to be rendered, including all such rights constituting or evidenced by any Account, Chattel Paper,

Instrument or other document, General Intangible or Investment-Related Property, together with all of the applicable Grantor’s

rights, if any, in any goods or other property giving rise to such right to payment, and all Collateral Support and Supporting Obligations

relating thereto and all Receivables Records.

- 6 -

“Receivables

Records” means (a) all originals of all documents, instruments or other writings or electronic records or other Records evidencing

any Receivable, (b) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating

to any Receivable, including all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers

and documents relating to any Receivable, whether in the possession or under the control of the applicable Grantor or any computer bureau

or agent from time to time acting for such Grantor or otherwise, (c) all evidences of the filing of financing statements and the registration

of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors

or secured parties, and certificates, acknowledgments, or other writings, including lien search reports, from filing or other registration

officers, (d) all credit information, reports and memoranda relating thereto, and (e) all other written forms of information related

in any way to the foregoing or any Receivable.

“Securities

Accounts” means, collectively, with respect to a Grantor, (a) each “securities account” (as defined in the Uniform

Commercial Code) maintained by such Grantor and all accounts and sub-accounts relating to any of the foregoing accounts including all

such accounts described on Schedule 10(c) to each Applicable Perfection Certificate and (b) all cash, funds, checks, notes, Security

Entitlements and instruments from time to time held in or credited to in any of the accounts or sub-accounts described in clause (a)

of this definition.

“Security

Interest” has the meaning assigned to such term in Section 2.1.

“Subsidiary

Guarantors” has the meaning assigned to such term in the preamble to this Agreement.

“Supporting

Obligations” means (a) all “supporting obligations” as defined in Article 9 of the Uniform Commercial Code and

(b) all Guarantees and other secondary obligations supporting any of the Collateral, in each case regardless of whether characterized

as a “supporting obligation” under the Uniform Commercial Code.

“Trade

Secrets” means all trade secrets and all other confidential or proprietary information and know-how now or hereafter owned

or used in, or contemplated at any time for use in, the business of any Grantor, whether or not such Trade Secret has been reduced to

a writing or other tangible form, including all documents and things embodying, incorporating or referring in any way to such Trade Secret,

the right to sue for any past, present and future infringement of any Trade Secret, and all proceeds of the foregoing, including licenses,

royalties, income, payments, claims, damages and proceeds of suit.

“Trade

Secret License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trade

Secret now or hereafter owned or held by or on behalf of any Grantor or which such Grantor otherwise has the right to license, or granting

to any Grantor any right to use any Trade Secret now or hereafter owned by any third party, and all rights of any Grantor under any such

agreement, including each agreement described on Schedule 12(a) to each Applicable Perfection Certificate.

“Trademark

License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark

now or hereafter owned or held by or on behalf of any Grantor or which such Grantor otherwise has the right to license, or granting to

any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement,

including each agreement described on Schedule 12(a) to each Applicable Perfection Certificate.

- 7 -

“Trademark

Security Agreement” means a security agreement with respect to Trademarks, substantially in the form of Exhibit C.

“Trademarks”

means all of the following: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious

business names, trade styles, trade dress, logos, other source or business identifiers, prints and labels on which any of the foregoing

have appeared or appear, uniform resource locations (URL’s), domain names, designs and general intangibles of like nature, now

existing or hereafter adopted or acquired, (b) all registrations and recordings thereof and all registration and recording applications

filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office

or any similar offices in the United States of America or any other country, and all common-law rights related thereto, including those

described on Schedule 12(a) to each Applicable Perfection Certificate, and (c) all reissues, continuations, extensions and renewals

thereof and amendments thereto, (d) all goodwill associated therewith or symbolized by any of the foregoing, (e) all income, fees, royalties,

damages and payments now and hereafter due and/or payable thereunder and with respect thereto and (f) all other assets, rights and interests

that uniquely reflect or embody such goodwill.

“Uniform

Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State

of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection

or priority of the Administrative Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral

is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the terms “Uniform

Commercial Code” and “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect, at such time, in

such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions

relating to such provisions.

Section

1.4 Incorporation By Reference: Security Agreement. The provisions of Sections 1.3 and 1.7 of the Credit Agreement

are incorporated herein by this reference mutatis mutandis. This Pledge and Security Agreement is the “Security Agreement”

under, and as such term is defined in, the Credit Agreement.

Article

SECURITY INTEREST

Section

2.1 Grant of Security Interest. As security for the payment or performance, as applicable, in full when due (whether at the stated

maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor hereby grants to the Administrative Agent and its permitted

successors and assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security Interest”)

in all such Grantor’s right, title and interest in, to and under any and all of the following assets, whether now owned or hereafter

acquired and wheresoever located (collectively, the “Collateral”):

(a)

all Accounts, including all Receivables and Receivable Records;

(b)

all Chattel Paper (whether tangible or electronic),

(c)

all Commercial Tort Claims (including those listed on each Applicable Perfection Certificate),

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(d)

all cash and cash equivalents,

(e)

all Deposit Accounts,

(f)

all Documents,

(g)

all Equipment,

(h)

all Fixtures,

(i)

all General Intangibles,

(j)

all Goods,

(k)

all Instruments, including the Pledged Debt and Pledged Debt Securities,

(l)

all Insurance,

(m)

all Intellectual Property,

(n)

all Inventory,

(o)

all Investment-Related Property and all Securities Accounts and Commodities Accounts and all assets held therein, including the Pledged

Equity Interests,

(p)

all letters of credit and Letter-of-Credit Rights,

(q)

all Proceeds of Authorizations and, to the extent not constituting Excluded Assets, all Authorizations and the goodwill associated with

all Authorizations,

(r)

all other personal property of such Grantor, whether tangible or intangible,

(s)

to the extent not otherwise included in clauses (a) through (r) of this Section, all Collateral Records, Collateral Support and Supporting

Obligations in respect of any of the foregoing,

(t)

to the extent not otherwise included in clauses (a) through (s) of this Section, all other property in which a security interest may

be granted under the Uniform Commercial Code or which may be delivered to and held by the Administrative Agent pursuant to the terms

hereof, and

(u)

to the extent not otherwise included in clauses (a) through (t) of this Section, all Proceeds, products, substitutions, accessions, rents

and profits of or in respect of any of the foregoing, whether cash or non-cash, immediate or remote, and any indemnities, warranties

and guaranties payable by reason of loss or damage to or otherwise with respect to any of the foregoing and including, subject to Section

3.4(c), all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable

or otherwise distributed in respect of, in exchange for or upon the conversion of, the Pledged Collateral;

provided

that none of the Collateral shall include, and in no event shall the Security Interest attach to, any asset to the extent and for so

long as such asset is an Excluded Asset (it being understood that the Security Interest shall immediately attach to, and the Collateral

shall immediately include, any such asset (or any portion thereof) upon such asset (or such portion thereof) ceasing to be an Excluded

Asset); provided, further, that Proceeds, substitutions or replacements of Excluded Assets shall not be subject to the

preceding proviso unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.

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Section

2.2 Revisions to Uniform Commercial Code. For the avoidance of doubt, it is expressly understood and agreed that, to the extent

the Uniform Commercial Code is revised after the date hereof such that the definition of any of the foregoing terms included in the description

or definition of the Collateral is changed, the parties hereto desire that any property which is included in such changed definitions,

but which would not otherwise be included in the Security Interest on the date hereof, nevertheless be included in the Security Interest

upon the effective date of such revision. Notwithstanding the immediately preceding sentence, the Security Interest is intended to apply

immediately on the Agreement Date to all of the Collateral to the fullest extent permitted by applicable law, regardless of whether any

particular item of the Collateral was then subject to the Uniform Commercial Code.

Section

2.3 Security for Secured Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt

and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration,

demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section

362(a) of Title 11 of the United States Code, or any similar provision of any other bankruptcy, insolvency, receivership or other similar

law), of all Secured Obligations.

Section

2.4 No Assumption of Liability. Notwithstanding anything to the contrary herein, the Security Interest is granted as security

only and shall not subject the Administrative Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability

of any Grantor with respect to or arising out of the Collateral.

Article

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section

3.1 Generally.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that:

(i)

All representations and warranties relating to it contained in the Credit Agreement are true and correct.

(ii)

Each Applicable Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including

(A) the exact legal name of each Grantor and (B) the jurisdiction of organization of each Grantor) is correct and complete in all material

respects as of the relevant Applicable Date. Uniform Commercial Code financing statements (including fixture filings, as applicable)

or other appropriate filings, recordings or registrations containing a description of the Collateral have been prepared by the Administrative

Agent based upon the information provided to the Administrative Agent and the Secured Parties in each Applicable Perfection Certificate

for filing in each governmental, municipal or other office specified in Schedule 5.16(a) to the Credit Agreement (or specified

by notice from Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations required

by Section 6.12 of the Credit Agreement), which are all the filings, recordings and registrations (other than filings required

to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest

in the Intellectual Property) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and

perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral

in which the Security Interest may be perfected by filing, recording or registration in the United States (or any state, commonwealth

or other political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording,

re-recording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect

to the filing of Uniform Commercial Code continuation statements.

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(iii)

Each Grantor has good and valid rights in or title to, the Collateral with respect to which it has purported to grant the Security Interest,

except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize

such Collateral for its intended purposes, and except for Liens expressly permitted pursuant to the Loan Documents. Such Grantor has

not filed or consented to the filing of (A) any financing statement or analogous document under the Uniform Commercial Code or any other

applicable laws covering any such Collateral, (B) any assignment in which it assigns any such Collateral or any security agreement or

similar instrument covering any such Collateral with the United States Patent and Trademark Office or the United States Copyright Office,

or any similar offices in the United States of America or any other country, or (C) any assignment in which it assigns any such Collateral

or any security agreement or similar instrument covering any such Collateral with any foreign governmental, municipal or other office,

in each case which financing statement, analogous document, assignment or other instrument, as applicable, is still in effect, except

for Liens expressly permitted by Section 7.2 of the Credit Agreement.

(iv)

The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.2

of the Credit Agreement. No Grantor has filed or consented to the filing of (i) any financing statement or analogous document under the

Uniform Commercial Code or any other applicable laws covering any Collateral (except for financing statements or analogous documents

filed for precautionary reasons relating to operating leases, consignments and other similar items, in each case (x) in the ordinary

course of business, and (y) as permitted under the Credit Agreement), (ii) any assignment in which any Grantor assigns any Collateral

or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United

States Copyright Office, (iii) any notice under the Assignment of Claims Act, or (iv) any assignment in which any Grantor assigns any

Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other

office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except,

in each case, for Liens expressly permitted pursuant to Section 7.2 of the Credit Agreement

(v)

All contracts, instruments, documents, leases, licenses or other agreements that are excluded from the Collateral by virtue of clauses

(a) and (b) of the definition of Excluded Assets are not material to the business of Loan Parties, taken as a whole.

(b)

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:

(i)

It shall maintain, at its own cost and expense, such complete and accurate Records with respect to the Collateral owned or held by it

or on its behalf as is consistent with its current practices and in accordance with such prudent and standard practices used in industries

that are the same as or similar to those in which it is engaged, but in any event to include complete accounting Records indicating all

payments and proceeds received with respect to any part of such Collateral, and, at such time or times as the Administrative Agent may

reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail

satisfactory to the Administrative Agent showing the identity and amount of any and all such Collateral.

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(ii)

It shall, at its own cost and expense, take any and all actions necessary to defend title to the Collateral owned or rights in Collateral

held by it or on its behalf against all Persons and to defend the Security Interest in such Collateral and the priority thereof against

any Lien or other interest not expressly permitted by the Loan Documents, and in furtherance thereof, it shall not take, or permit to

be taken, any action not otherwise expressly permitted by the Loan Documents that could impair the Security Interest or the priority

thereof or any Secured Party’s rights in or to such Collateral.

(iii)

During normal business hours, the Administrative Agent and such Persons as the Administrative Agent may designate shall, as often as

reasonably requested, have the right, at the cost and expense of such Grantor, to inspect all of its Records (and to make extracts and

copies from such Records), to discuss its affairs with its officers and independent accountants and to verify under reasonable procedures

the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral owned or rights

in Collateral held by or on behalf of such Grantor, including, in the case of Receivables, Pledged Debt, General Intangibles, Commercial

Tort Claims or Collateral in the possession of any third person, by contacting Account Debtors, contract parties or other obligors thereon

or any third person possessing such Collateral for the purpose of making such a verification. The Administrative Agent shall have the

absolute right to share on a confidential basis any information it gains from such inspection or verification with any Secured Party.

(iv)

At its option, the Administrative Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other

encumbrances at any time levied or placed on the Collateral owned or held by or on behalf of such Grantor, and not permitted by the Loan

Documents, and may pay for the maintenance and preservation of such Collateral to the extent such Grantor fails to do so as required

by the Loan Documents, and such Grantor agrees, jointly with the other Grantors and severally, to reimburse the Administrative Agent

on demand for any payment made or any cost or expense incurred by the Administrative Agent pursuant to the foregoing authorization; provided,

however, that nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation

on the Administrative Agent or any other Secured Party to cure or perform, any covenants or other promises of any Grantor with respect

to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other

Loan Documents.

(v)

It shall remain liable for the failure to observe and perform all the conditions and obligations to be observed and performed by it under

each contract, agreement or instrument relating to the Collateral owned or held by it or on its behalf, all in accordance with the terms

and conditions thereof, and it agrees, jointly with the other Grantors and severally, to indemnify and hold harmless the Administrative

Agent and the other Secured Parties from and against any and all liability for such performance.

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(vi)

It shall not make, or permit to be made, an assignment, pledge or hypothecation of the Collateral owned or held by it or on its behalf,

or grant any other Lien in respect of such Collateral, except as expressly permitted by the Loan Documents. Except for Liens or transfers

expressly permitted by the Loan Documents, it shall not make or permit to be made any transfer of such Collateral, and it shall remain

at all times in possession of such Collateral and the direct owner, beneficially and of record, of the Pledged Equity Interests included

in such Collateral, except that (A) Inventory may be sold in the ordinary course of business and (B) unless and until the Administrative

Agent shall notify it that an Event of Default shall have occurred and be continuing and that, during the continuance thereof, it shall

not sell, convey, lease, assign, transfer or otherwise dispose of any such Collateral (which notice may be given by telephone if promptly

confirmed in writing), it may use and dispose of such Collateral in any lawful manner not inconsistent with the provisions of this Agreement

or any other Loan Document.

(vii)

It shall, at its own cost and expense, maintain or cause to be maintained insurance covering physical loss or damage to the Collateral

owned or held by it or on its behalf against all risks and liability arising from the use or intended use, or otherwise attributable

or relating to, such Collateral, in each case in accordance with Section 6.10 of the Credit Agreement. It shall cause each such

insurance policy (A) to contain the provisions and endorsements set forth in Section 6.10(c) of the Credit Agreement and (B) provide

that the Administrative Agent and other Secured Parties have no responsibility for premiums, warranties or representations to underwriters.

On the Agreement Date and at least thirty (30) days prior to expiry of each such insurance policy, such Grantor shall deliver or cause

to be delivered to the Administrative Agent an insurance broker’s opinion letter from such Grantor’s independent insurance

agent confirming that the insurance premiums with respect to the policies of insurance required to be maintained pursuant to this subsection

have been paid, that such policies are in force and that such policies meet the requirements set forth in this subsection. Such Grantor

irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative

Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default,

of making, settling and adjusting claims in respect of such Collateral under policies of insurance, endorsing the name of such Grantor

on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations

and decisions with respect thereto. In the event that such Grantor at any time or times shall fail to obtain or maintain any of the policies

of insurance required hereby or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or

releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain

such policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable.

All sums disbursed by the Administrative Agent in connection with this subsection, including attorneys’ fees and disbursements,

court costs, expenses and other costs relating thereto, shall be payable, upon demand, by such Grantor to the Administrative Agent and

shall be additional Secured Obligations secured hereby.

(viii)

It will not (A) maintain its place of business (if it has only one) or its chief executive office (if it has more than one place of business)

at a location other than a location specified in Section 7(a) of the Applicable Perfection Certificate, (B) change its jurisdiction

of incorporation or organization or otherwise reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction

in which it is incorporated or organized as specified in Section 2 of the Applicable Perfection Certificate or (C) change its

name, identity, corporate structure, organizational identification number or taxpayer identification number, unless in each such case

the Borrower shall have given the Administrative Agent not less than thirty (30) days’ prior written notice of such event or occurrence

and the Administrative Agent shall have either (x) confirmed to the Borrower and/or such Grantor its determination that such event or

occurrence will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the

Collateral, or (y) taken such steps (with the cooperation of the Borrower to the extent necessary or advisable) as are necessary or advisable

to properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in the Collateral.

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(ix)

Each Grantor will use commercially reasonable efforts to obtain the consent of the counterparty to each contract, instrument, document,

lease, license or other agreement that is excluded from the Collateral by virtue of clauses (b) and (c) of the definition of Excluded

Assets to the Security Interest granted hereunder.

Section

3.2 Equipment and Inventory.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that, as of the Applicable Date, all of the Equipment and Inventory included in

the Collateral owned or held by it or on its behalf (other than mobile goods, Inventory and Equipment in transit and other Collateral

in which possession is not maintained in the ordinary course of its business) is kept only at the locations specified in Section 7

of the Applicable Perfection Certificate, which sets forth with respect to each Grantor, Equipment and Inventory (i) maintained at the

premises owned by any Grantor, (ii) maintained at leased premises, (iii) in the possession of a warehouseman or other bailee and (iv)

on consignment.

(b)

Covenants and Agreements. Each Grantor covenants and agrees that it shall not permit any Equipment or Inventory with a value in

excess of $25,000.00 owned or held by it or on its behalf (and shall not permit, with respect to all Grantors, taken as a whole, Equipment

and Inventory with a value in excess of $50,000.00 in the aggregate) to be in the possession or control of any warehouseman, bailee,

agent or processor for a period of greater than thirty (30) consecutive days, unless (i) the Borrower shall have given the Administrative

Agent not less than thirty (30) days prior written notice and (ii) such warehouseman, bailee, agent or processor shall have been

notified of the Security Interest and, at the request of the Administrative Agent, shall have entered into a Collateral Access Agreement.

Section

3.3 Receivables.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that no Receivable included in the Collateral owned or held by it or on its behalf

is evidenced by an Instrument or Chattel Paper that has not been delivered to the Administrative Agent.

(b)

Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i)

It shall mark conspicuously, in form and manner reasonably satisfactory to the Administrative Agent, all Chattel Paper, Instruments and

other evidence of any Receivables included in the Collateral owned or held by it or on its behalf (other than any delivered to the Administrative

Agent as provided herein), as well as the related Receivables Records, with an appropriate reference to the fact that the Administrative

Agent has a security interest therein.

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(ii)

It will not, without the Administrative Agent’s prior written consent (which, so long as no Default has occurred and is continuing,

consent shall not be unreasonably withheld), grant any extension of the time of payment of any such Receivable, compromise, compound

or settle the same for less than the full amount thereof, release, wholly or partly, any Supporting Obligation or Collateral Support

relating thereto, or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, releases, compromises

or settlements granted or made in the ordinary course of business and consistent with its current practices or in accordance with such

practices reasonably believed by such Grantor to be prudent.

(iii)

Except as otherwise provided in this Section, it shall continue to collect all amounts due or to become due to it under all such Receivables

and any Supporting Obligations or Collateral Support relating thereto, and diligently exercise each material right it may have thereunder,

in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during

the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding

the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event

of Default to notify, or require such Grantor to notify, any Account Debtor with respect to any such Receivable, Supporting Obligation

or Collateral Support of the Administrative Agent’s security interest therein, and in addition, at any time during the continuation

of an Event of Default, the Administrative Agent may: (A) direct such Account Debtor to make payment of all amounts due or to become

due to such Grantor thereunder directly to the Administrative Agent and (B) enforce, at the cost and expense of such Grantor, collection

thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor

would be able to have done. If the Administrative Agent notifies such Grantor that it has elected to collect any such Receivable, Supporting

Obligation or Collateral Support in accordance with the preceding sentence, any payments thereof received by such Grantor shall not be

commingled with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit

of the Administrative Agent hereunder and shall be forthwith delivered to the Administrative Agent in the same form as so received (with

any necessary indorsement), and such Grantor shall not grant any extension of the time of payment thereof, compromise, compound or settle

the same for less than the full amount thereof, release the same, wholly or partly, or allow any credit or discount whatsoever thereon.

(iv)

It shall use its best efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.

(v)

During the continuance of a Default, at the request of the Administrative Agent, it shall direct each Account Debtor to make payment

on each Receivable to a Controlled Account.

Section

3.4 Investment-Related Property.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that:

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(i)

Schedule 3.4 sets forth, as of the Applicable Date, all of the Pledged Collateral. Part A of Schedule 3.4 correctly

sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof represented

by the Pledged Equity Interests and includes all Pledged Equity Interests required to be pledged hereunder. Part B of Schedule

3.4 also correctly sets forth with respect to each LLC Interest and Partnership Interest whether such interest is a Security. Part

C of Schedule 3.4 correctly sets forth Pledged Debt and includes all Pledged Debt required to be pledged hereunder.

(ii)

The Pledged Equity Interests and the Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof

and (A) in the case of Pledged Equity Interests, are fully paid and nonassessable (to the extent such concepts are applicable) and (B)

in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, except to the extent that enforceability

of such obligations may be limited by applicable bankruptcy, insolvency, and other similar laws affecting creditor’s rights generally.

(iii)

(A) None of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities

disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (B) except as set forth on Schedule

3.4, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral

or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (C)

no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any governmental authority or any

other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, delivery

and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided

for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required

in connection with such disposition by laws affecting the offering and sale of securities generally.

(iv)

No Person other than the Administrative Agent has Control over any Investment-Related Property of such Grantor.

(b)

Registration in Nominee Name; Denominations. Each Grantor hereby agrees that (i) without limiting Section 6.3, the Administrative

Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold, where applicable, Investment-Related

Property included in the Collateral owned or held by it or on its behalf in the Administrative Agent’s own name as pledgee, the

name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned, where applicable, in blank

or in favor of the Administrative Agent, (ii) at the Administrative Agent’s request, such Grantor will promptly give to the Administrative

Agent copies of any material notices or other written communications received by it with respect to any Investment-Related Property included

in the Collateral owned or held by it or on its behalf registered in its name and (iii) the Administrative Agent shall at all times have

the right to exchange any certificates, instruments or other documents representing or evidencing any Investment-Related Property included

in the Collateral owned or held by or on behalf of such Grantor for certificates, instruments or other documents of smaller or larger

denominations for any purpose consistent with this Agreement.

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(c)

Voting and Distributions.

(i)

Unless and until an Event of Default shall have occurred and be continuing:

(A)

Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Investment-Related

Property included in the Collateral owned or held by it or on its behalf, or any part thereof, for any purpose consistent with the terms

of this Agreement and the other Loan Documents; provided, however, that such Grantor will not be entitled to exercise any

such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Investment-Related Property

or the rights and remedies of any of the Secured Parties under this Agreement or any other Loan Document or the ability of any of the

Secured Parties to exercise the same.

(B)

The Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies,

powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling it to exercise the voting

and/or consensual rights and powers it is entitled to exercise pursuant to subsection (c)(i)(A) and to receive the cash payments it is

entitled to receive pursuant to subsection (c)(i)(C).

(C)

Each Grantor shall be entitled to receive, retain and use any and all cash dividends, interest and principal paid on the Investment-Related

Property included in the Collateral owned or held by it or on its behalf to the extent and only to the extent that such cash dividends,

interest and principal are not prohibited by, and not otherwise paid in a manner that violates the terms and conditions of the Credit

Agreement, the other Loan Documents and applicable laws. All non-cash dividends, interest and principal, and all dividends, interest

and principal paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital,

capital surplus or paid in surplus, and all other distributions (other than distributions referred to in the preceding sentence) made

on or in respect of the Investment-Related Property included in the Collateral owned or held by it or on its behalf, whether paid or

payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests

in any issuer or received in exchange for any Investment-Related Property, or any part thereof, or in redemption thereof, or as a result

of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and

become part of the Collateral, and, if received by such Grantor, shall not be commingled with any of its other funds or property but

shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent hereunder and shall be

forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement).

(ii)

Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default:

(A)

all rights of each Grantor to dividends, interest or principal that it is authorized to receive pursuant to subsection (c)(i)(C) shall

cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and

authority to receive and retain such dividends, interest or principal, as applicable. All dividends, interest and principal received

by or on behalf of any Grantor contrary to the provisions of this Section shall be held in trust for the benefit of the Administrative

Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent

upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received

by the Administrative Agent pursuant to the provisions of this subsection (c)(ii)(A) shall be retained by the Administrative Agent in

an account to be established in the name of the Administrative Agent, for the ratable benefit of the Secured Parties, upon receipt of

such money or other property and shall be applied in accordance with the provisions of Section 5.2. Subject to the provisions

of this subsection (c)(ii)(A), such account shall at all times be under the sole dominion and control of the Administrative Agent, and

the Administrative Agent shall at all times have the sole right to make withdrawals therefrom and to exercise all rights with respect

to the funds and other property from time to time therein or credited thereto as set forth in the Loan Documents. After all Events of

Default have been cured or waived, the Administrative Agent shall, within five (5) Business Days after all such Events of Default have

been cured or waived, repay to the applicable Grantor all cash dividends, interest and principal (without interest) that such Grantor

would otherwise be permitted to retain pursuant to the terms of subsection (c)(i)(C) and which remain in such account.

- 17 -

(B)

all rights of each Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to subsection

(c)(i)(A), and the obligations of the Administrative Agent under subsection (c)(i)(B), shall cease, and all such rights shall thereupon

become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual

rights and powers, provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from

time to time following and during the continuance of an Event of Default to permit such Grantor to exercise such rights. After all Events

of Default have been cured or waived, the applicable Grantor will have the right to exercise the voting and consensual rights and powers

that it would otherwise be entitled to exercise pursuant to the terms of subsection (c)(i)(A).

(d)

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:

(i)

Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Securities (A) in the case of

any such Pledged Securities owned by such Grantor on the Closing Date, on the Closing Date, and (B) in the case of Pledged Securities

acquired by such Grantor after the Closing Date, promptly and in any event within fourteen (14) days after the acquisition thereof by

such Grantor (or such longer period agreed to by the Administrative Agent in its reasonable discretion).

(ii)

(A) Except with respect to intercompany Indebtedness evidenced by the Master Intercompany Note, if any Indebtedness for borrowed money

is owing to any Grantor and such Indebtedness is evidenced by a promissory note, such Grantor shall deliver to the Administrative Agent

such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank and (B) with respect to intercompany

Indebtedness, all Indebtedness of the Borrower and each of its Subsidiaries that is owing to any Grantor (or Person required to become

a Grantor) shall be evidenced by a Master Intercompany Note, and the Administrative Agent shall have received such Master Intercompany

Note duly executed by the Borrower, each such Subsidiary and each such other Grantor, together with undated instruments of transfer with

respect thereto endorsed in blank;

(iii)

Upon delivery to the Administrative Agent, (A) any certificate, instrument or document representing or evidencing Pledged Securities

shall be accompanied by undated stock or note powers duly executed in blank or other undated instruments of transfer satisfactory to

the Administrative Agent and duly executed in blank and by such other instruments and documents as the Administrative Agent may reasonably

request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment

duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request. Each

delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities, which schedule shall be attached

hereto as Part A, B or C, as applicable, of Schedule 3.4; provided that failure to attach any such

schedule hereto shall not affect the validity of the pledge of such Pledged Securities. Each schedule so delivered shall supplement any

prior schedules so delivered.

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(iv)

Except for Excluded Accounts, no Grantor shall establish or maintain, or permit any other Grantor to establish or maintain, any Securities

Account or Commodities Account that is not subject to the Control of the Administrative Agent.

(v)

Except for restrictions and limitations imposed by the Loan Documents or securities laws generally, the Pledged Collateral is and will

continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first

refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay

or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise

by the Administrative Agent of rights and remedies hereunder.

(vi)

Each Grantor pledging Uncertificated Securities shall deliver to the Administrative Agent an agreement among the issuer thereof, the

Administrative Agent and such Grantor, in form and substance satisfactory to the Administrative Agent, pursuant to which such issuer

agrees to comply with any and all instructions originated by the Administrative Agent without further consent by such Grantor and not

to comply with instructions regarding such Uncertificated Securities originated by any other person other than a court of competent jurisdiction.

The Administrative Agent agrees with each Grantor that the Administrative Agent shall not give any such instructions or directions to

any such issuer unless an Event of Default has occurred and is continuing. In addition, each Grantor hereby agrees that upon the occurrence

and during the continuance of an Event of Default, it will comply with written instructions of the Administrative Agent with respect

to the Equity Interests in such Grantor that constitute Pledged Equity Interests hereunder without further consent by the applicable

owner or holder of such Equity Interests.

(vii)

In the event (A) any Grantor or any Approved Intermediary shall, after the date hereof, terminate an agreement with respect to the maintenance

of a Securities Account or Commodities Account for any reason, (B) the Administrative Agent shall demand the termination of an agreement

with respect to the maintenance of a Securities Account or a Commodities Account as a result of the failure of the applicable Approved

Intermediary to comply with the terms of the applicable Control Agreement, or (C) the Administrative Agent determines in its sole discretion

that the financial condition of an Approved Intermediary has materially deteriorated, such Grantor agrees to promptly transfer the assets

held in such Securities Account or Commodities Account, as applicable, to another Securities Account or Commodities Account, as applicable,

acceptable to the Administrative Agent and that is subject to the Control of the Administrative Agent.

(e)

LLC Interests and Partnership Interests. Each Grantor acknowledges and agrees that (i) each LLC Interest or Partnership Interest

pledged hereunder and represented by a Security Certificate shall be a Security and shall be governed by Article 8 of the Uniform Commercial

Code and (ii) each such LLC Interest or Partnership Interest, as applicable, shall at all times hereafter be represented by a Security

Certificate. Each Grantor has taken or will, prior to the pledge of any such LLC Interest or Partnership Interest, will take, all steps

necessary to cause the Organizational Documents of such limited liability company or partnership to provide that interests therein constitute

a Security governed by Article 8 of the Uniform Commercial Code. Each Grantor further acknowledges and agrees that (A) each LLC Interest

or Partnership Interest pledged hereunder and not represented by a Security Certificate shall not be a Security and shall not be governed

by Article 8 of the Uniform Commercial Code, and (B) such Grantor shall at no time elect to treat any such interest as a Security or

issue any certificate representing such interest, unless such Grantor provides prior written notification to the Administrative Agent

of such election and immediately delivers any such Security Certificate to the Administrative Agent pursuant to the terms hereof together

with appropriate undated stock powers or instruments of transfer executed in blank.

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Section

3.5 Letter-of-Credit Rights. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to the

Administrative Agent and the other Secured Parties that Schedule 17 to each Applicable Perfection Certificate sets forth, as of

the Applicable Date, each letter of credit giving rise to a Letter of Credit Right included in the Collateral owned or held by or on

behalf of such Grantor.

Section

3.6 Intellectual Property Collateral.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that Schedule 12(a) and 12(b) of each Applicable Perfection Certificate

sets forth, as of the Applicable Date, a list of all of the (i) Trademarks, Patents and Copyrights, in each case included in the Collateral

owned by or on behalf of such Grantor and with respect to which a registration, recording or pending application has been made in the

United States Patent and Trademark Office or the United States Copyright Office, as applicable, or any similar offices in the United

States of America or any other country, and (ii) Trademark Licenses, Patent Licenses, Copyright Licenses and Trade Secret Licenses and

domain names, in each case included in the Collateral owned or held by or on behalf of such Grantor.

(b)

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:

(i)

It will not, nor will it permit any of its licensees (or sublicensees) to, do any act, or omit to do any act, whereby any material Patent

included in the Collateral that is related to the conduct of its business may become invalidated or dedicated to the public, and it shall

continue to mark any products covered by a Patent with the relevant patent number as necessary to establish and preserve its maximum

rights under applicable patent laws.

(ii)

It will (either directly or through its licensees or its sublicensees), for each Trademark included in the Collateral that is related

to the conduct of its business, (A) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use,

(B) maintain the quality of products and services offered under any such Trademark, (C) display such Trademark with notice of Federal

or other analogous registration to the extent necessary to establish and preserve its rights under applicable law, and (D) not knowingly

use or knowingly permit any of its licensees or sublicensees to use such Trademark in violation of any third party’s valid and

legal rights.

(iii)

It will (either directly or through its licensees or its sublicensees), for each material work covered by a Copyright included in the

Collateral that is related to the conduct of its business, continue to publish, reproduce, display, adopt and distribute such work with

appropriate copyright notice as necessary to establish and preserve its maximum rights under applicable copyright laws.

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(iv)

It will promptly notify the Administrative Agent in writing if it knows that any Intellectual Property included in the Collateral material

to the conduct of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development

(including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark

Office or the United States Copyright Office, or any similar offices or tribunals in the United States of America or any other country)

regarding such Grantor’s ownership of any such Intellectual Property, its right to register the same, or to keep and maintain the

same.

(v)

In no event shall it, either directly or through any agent, employee, licensee or designee, file an application for any Intellectual

Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar offices in the United

States of America or any other country, unless it promptly notifies the Administrative Agent in writing thereof and, upon request of

the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent

may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property, and such Grantor

hereby appoints the Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts

of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.

(vi)

It will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark

Office, the United States Copyright Office or any similar offices or tribunals in the United States of America or any other country,

to maintain and pursue each material application relating to the Intellectual Property included in the Collateral owned or held by it

or on its behalf (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registered Trademark

and Copyright included in the Collateral that is material to the conduct of its business, including timely filings of applications for

renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent, in good faith, with reasonable

business judgment, to initiate opposition, interference and cancellation proceedings against third parties. In the event that it has

reason to believe that any Intellectual Property included in the Collateral material to the conduct of its business has been or is about

to be infringed, misappropriated or diluted by a third party, it promptly shall notify the Administrative Agent in writing and shall,

if consistent, in good faith, with reasonable business judgment, promptly sue for infringement, misappropriation or dilution and to recover

any and all damages for such infringement, misappropriation or dilution, and take such other actions consistent with reasonable business

practices under the circumstances to protect such Intellectual Property.

(vii)

During the continuance of an Event of Default, it shall use its best efforts to obtain all requisite consents or approvals by the licensor

of each License included in the Collateral owned or held by it or on its behalf to effect the assignment (as collateral security) of

all of its right, title and interest thereunder to the Administrative Agent or its designee.

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(viii)

It shall take reasonable steps necessary to protect the secrecy of all Trade Secrets used in the conduct of its business, including restricting

access to such Trade Secrets.

(ix)

It shall continue to collect all amounts due or to become due to such Grantor under all licenses of Intellectual Property included in

the Collateral owned or held by it or on its behalf, and diligently exercise each material right it may have thereunder, in each case

at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance

of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing,

the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify,

or require such Grantor to notify, any relevant obligors with respect to such amounts of the Administrative Agent’s security interest

therein.

(x)

On the date hereof, each Grantor having Trademarks (or applications with respect thereto), Patents (or applications with respect thereto)

or Copyrights (or applications with respect thereto) shall execute and deliver to the Administrative Agent a Trademark Security Agreement,

Patent Security Agreement and/or Copyright Security Agreement, as applicable. In addition, each Grantor shall promptly notify the Administrative

Agent in writing upon the filing of an application with the United States Patent and Trademark Office and United States Copyright Office,

as applicable, and shall deliver a Trademark Security Agreement, Patent Security Agreement and/or Copyright Security Agreement, as applicable,

with respect thereto. Any expense incurred in connection with each Grantor’s obligations under this Section 3.6 shall be

borne by such Grantor.

Section

3.7 Commercial Tort Claims.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that Schedule 13 to each Applicable Perfection Certificate sets forth,

as of the Applicable Date, all Commercial Tort Claims.

(b)

Covenants and Agreements. Each Grantor hereby covenants and agrees that it shall provide the Administrative Agent with prompt

written notice of each Commercial Tort Claim, and any judgment, settlement or other disposition thereof and will take such action as

the Administrative Agent may request to grant and perfect a security interest therein in favor of the Administrative Agent and the other

Secured Parties.

Section

3.8 Deposit Accounts.

(a)

Representations and Warranties. Each of the Grantors, jointly with the other Grantors and severally, represents and warrants to

the Administrative Agent and the other Secured Parties that the only Deposit Accounts maintained by any Grantor each Applicable Date

are those listed on Schedule 11 to the Applicable Perfection Certificate.

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(b)

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:

(i)

Each Grantor shall cause all cash and all cash Proceeds of Collateral received by such Grantor to be deposited in, or swept into, a Controlled

Account on a daily basis. No Grantor shall establish or maintain any account with any financial or other institution in which cash or

the cash Proceeds of Collateral are deposited other a Controlled Account; provided that amounts in all such accounts are swept

into a Controlled Account as set forth in the first sentence of this paragraph (exclusive of the amounts in held in Excluded Accounts).

(ii)

In the event (A) any Grantor or any Approved Depository in which a Controlled Account is maintained shall, after the date hereof, terminate

the applicable Control Agreement for any reason, (B) the Administrative Agent shall demand the termination of an agreement with respect

to the maintenance of a Deposit Account as a result of the failure of the applicable depository bank to comply with the terms of the

applicable Control Agreement, or (C) the Administrative Agent determines in its sole discretion that the financial condition of a depository

bank party to a Control Agreement has materially deteriorated, such Grantor agrees to notify all of its obligors that were making payments

to such terminated Deposit Account to make all future payments to another Controlled Account.

Article

FURTHER ASSURANCES; FILING AUTHORIZATION

Section

4.1 Further Assurances. Each Grantor hereby covenants and agrees, at its own cost and expense, to execute, acknowledge, deliver

and/or cause to be duly filed all such further agreements, instruments and other documents (including favorable legal opinions in connection

with any Transaction if reasonably required by the Administrative Agent), and take all such further actions, that the Administrative

Agent may from time to time reasonably request to preserve, protect and perfect the Security Interest granted by it and the rights and

remedies created hereby, including the payment of any fees and taxes required in connection with its execution and delivery of this Agreement,

the granting by it of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith.

Section

4.2 Filings.

(a)

Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction

any financing statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of

each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including (i) whether

such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) in

the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut,

a sufficient description of the real property to which the Collateral relates, and (iii) any financing or continuation statements or

other documents without the signature of such Grantor where permitted by law, including the filing of financing statements describing

the Collateral as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights” or

any similar phrase, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the

Uniform Commercial Code, or as being of an equal or lesser scope or with greater detail. Each Grantor agrees to provide all information

described in the immediately preceding sentence to the Administrative Agent promptly upon the reasonable request by the Administrative

Agent. Each Grantor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction

any like financing statements or amendments thereto if filed prior to the date hereof.

- 23 -

(b)

Each Grantor hereby further authorizes the Administrative Agent to file filings with the United States Patent and Trademark Office or

United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement or other

documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor

hereunder, without the signature of such Grantor, and naming such Grantor, as debtor, and the Administrative Agent, as secured party.

Article

REMEDIES UPON DEFAULT

Section

5.1 Remedies Generally.

(a)

General Rights. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item

of Collateral owned or held by it or on its behalf to the Administrative Agent on demand, and it is agreed that the Administrative Agent

shall have the right to take any of or all the following actions at the same or different times: (i) with respect to any Collateral consisting

of Intellectual Property or Commercial Tort Claims, on demand, to cause the Security Interest to become an assignment, transfer and conveyance

of any such Collateral by the applicable Grantors to the Administrative Agent, or, in the case of Intellectual Property, to license or

sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout

the world on such terms and conditions and in such manner as the Administrative Agent shall determine, unless any of the Grantor’s

obligations set forth in this clause (a) would violate any then-existing licensing arrangements to the extent that waivers cannot be

obtained, (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral

owned or held by it or on its behalf and without liability for trespass to enter any premises where such Collateral may be located for

the purpose of taking possession of or removing such Collateral and, generally, to exercise any and all rights afforded to a Secured

Party under the Uniform Commercial Code or other applicable law, and (iii) appoint a receiver for all or any portion of the Collateral.

Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, upon the occurrence

and during the continuance of an Event of Default, subject to the mandatory requirements of applicable law, to sell or otherwise dispose

of any of the Collateral owned or held by or on behalf of such Grantor, at public or private sale or at any broker’s board or on

any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative

Agent shall be irrevocably authorized at any such sale of such Collateral constituting securities (if it deems it advisable to do so)

to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing such Collateral for

their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, the

Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.

Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the applicable

Grantor, and such Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay, valuation and appraisal which

such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

- 24 -

(b)

Sale of Collateral. The Administrative Agent shall give each Grantor ten (10) days’ written notice (which such Grantor agrees

is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code as in effect in the State of New York or its

equivalent in other jurisdictions (or any successor provisions)) of the Administrative Agent’s intention to make any sale of any

of the Collateral owned or held by or on behalf of such Grantor. Such notice, in the case of a public sale, shall state the time and

place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange

at which such sale is to be made and the day on which such Collateral will first be offered for sale at such board or exchange. Any such

public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent

may fix and state in the notice (if any) of such sale. At any such sale, the Collateral to be sold may be sold in one lot as an entirety

or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall

not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of

such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale

or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without

further notice, be made at the time and place to which the same was so adjourned. In case any sale of any of the Collateral is made on

credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the

purchaser or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers

shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like

notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section, any Secured Party

may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal

on the part of such Grantor (all said rights being also hereby waived and released to the extent permitted by law), any of the Collateral

offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from such Grantor

as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose

of such property without further accountability to such Grantor therefor. For purposes hereof, (i) a written agreement to purchase any

of the Collateral shall be treated as a sale thereof, (ii) the Administrative Agent shall be free to carry out such sale pursuant to

such agreement, and (iii) no Grantor shall be entitled to the return of any of the Collateral subject thereto, notwithstanding the fact

that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the

Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent

may proceed by a suit or suits at law or in equity to foreclose upon any of the Collateral and to sell any of the Collateral pursuant

to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.

Any sale pursuant to the provisions of this Article shall be deemed to conform to the commercially reasonable standards as provided in

Part 6 of Article 9 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions (or

any successor provisions). Without limiting the generality of the foregoing, each Grantor agrees as follows: (A) if the proceeds of any

sale of the Collateral owned or held by it or on its behalf pursuant to this Article are insufficient to pay all the Secured Obligations,

it shall be liable for the resulting deficiency and the fees, charges and disbursements of any counsel employed by the Administrative

Agent or any other Secured Party to collect such deficiency, (B) it hereby waives any claims against the Administrative Agent arising

by reason of the fact that the price at which any such Collateral may have been sold at any private sale pursuant to this Article was

less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received

and does not offer such Collateral to more than one offeree, (C) there is no adequate remedy at law for failure by it to comply with

the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements

in this Section may be specifically enforced, (D) the Administrative Agent may sell any such Collateral without giving any warranties

as to such Collateral, and the Administrative Agent may specifically disclaim any warranties of title or the like, and (E) the Administrative

Agent shall have no obligation to marshal any such Collateral.

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an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, cash equivalents, checks

and other near-cash items shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor,

and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor

(duly endorsed by such Grantor to the Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder

shall, pending application thereof as set forth in Section 5.2, be held by the Administrative Agent in a collateral account maintained

under its sole dominion and control. All Proceeds while held by the Administrative Agent in a collateral account (or by such Grantor

in trust for the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment

thereof until applied as provided in Section 5.2.

Section

5.2 Application of Proceeds of Collateral. All proceeds received by the Administrative Agent in respect of any sale, any collection

from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full

or in part by the Administrative Agent against the Secured Obligations in accordance with Section 8.3 of the Credit Agreement.

Section

5.3 Federal Securities Laws. In view of the position of each Grantor in relation to the Investment-Related Property, or because

of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any

similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect

being called the “Federal Securities Laws”) with respect to any disposition of the Investment-Related Property permitted

hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct

of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Investment-Related Property,

and might also limit the extent to which or the manner in which any subsequent transferee of any Investment-Related Property could dispose

of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose

of all or part of the Investment-Related Property under applicable “blue sky” or other state securities laws or similar laws

analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may,

with respect to any sale of the Investment-Related Property, limit the purchasers to those who will agree, among other things, to acquire

such Investment-Related Property for their own account, for investment, and not with a view to the distribution or resale thereof. Each

Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute

discretion, (i) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Investment-Related

Property, or any part thereof, shall have been filed under the Federal Securities Laws and (ii) may approach and negotiate with a single

potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms

less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative

Agent shall incur no responsibility or liability for selling all or any part of the Investment-Related Property at a price that the Administrative

Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility

that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more

than a single purchaser were approached. The provisions of this Section will apply notwithstanding the existence of a public or private

market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells any such

Investment-Related Property.

-26-

Section

5.4 Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and

remedies under this Article, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies,

each Grantor hereby grants, to the extent it has the right to grant, to the Administrative Agent an irrevocable, nonexclusive license

(exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any of the Collateral consisting

of Intellectual Property now owned or held or hereafter acquired or held by or on behalf of such Grantor, and wherever the same may be

located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and

to all computer software and programs used for the compilation or printout thereof. The use of such license by the Administrative Agent

shall be exercised, at the option of the Administrative Agent, upon the occurrence and during the continuation of an Event of Default;

provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall

be binding upon such Grantor notwithstanding any subsequent cure of an Event of Default. Any royalties and other payments received by

the Administrative Agent shall be applied in accordance with Section 5.2.

Section

5.5 Registration, etc. Each Grantor agrees that, upon the occurrence and during the continuance of an Event of Default, if for

any reason the Administrative Agent desires to sell any of the Pledged Collateral owned or held by or on behalf of such Grantor at a

public sale, it will, at any time and from time to time, upon the written request of the Administrative Agent, use its best efforts to

take or to cause, where applicable, the issuer of such Pledged Collateral to take such action and prepare, distribute and/or file such

documents, as are required or advisable in the reasonable opinion of counsel for the Administrative Agent to permit the public sale of

such Pledged Collateral. Each Grantor further agrees to indemnify, defend and hold harmless the Administrative Agent, each other Secured

Party, any underwriter and their respective officers, directors, affiliates and controlling Persons from and against all loss, liability,

expenses, costs of counsel (including fees and expenses of legal counsel), and claims (including the costs of investigation) that they

may incur, insofar as such loss, liability, expense or claim, as applicable, relates to such Grantor or any of its property, and arises

out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto)

or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required

to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused

by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral,

as applicable, by the Administrative Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, upon such

written request referred to above, to use its best efforts to qualify, file or register, or cause, where applicable, the issuer of such

Pledged Collateral to qualify, file or register, any of the Pledged Collateral owned or held by or on behalf of such Grantor under the

“blue sky” or other securities laws of such states as may be requested by the Administrative Agent and keep effective, or

cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying

out its obligations under this Section. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply

with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its

agreements contained in this Section may be specifically enforced.

-27-

Section

5.6 Remedies Cumulative. Each and every right, power and remedy hereby specifically given to the Administrative Agent or any other

Secured Party shall be in addition to every other right, power and remedy specifically given to the Administrative Agent or any other

Secured Party under this Agreement, the other Collateral Documents or now or hereafter existing at law, in equity or by statute and each

and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously

and as often and in such order as may be deemed expedient by the Administrative Agent or any other Secured Party. All such rights, powers

and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be deemed a waiver of the right to

exercise any other or others. No delay or omission of the Administrative Agent or any other Secured Party in the exercise of any such

right, power or remedy, no single or partial exercise of any such right, power or remedy, no abandonment or discontinuance of steps to

enforce such right, power or remedy and no renewal or extension of any of the Secured Obligations shall impair any such right, power

or remedy or shall be construed to be a waiver of any Default or an acquiescence thereof. No notice to or demand on any Grantor in any

case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the

rights of the Administrative Agent or any other Secured Party to any other or further action in any circumstances without notice or demand.

In the event that the Administrative Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment,

then in such suit the Administrative Agent may recover its expenses, including attorneys’ fees and expenses, and the amounts thereof

shall be included in such judgment.

Section

5.7 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral

are insufficient to pay the Secured Obligations and the documented out-of-pocket fees and disbursements of any attorneys employed by

the Administrative Agent to collect such deficiency.

Article

CONCERNING

THE ADMINISTRATIVE AGENT

Section

6.1 In General. The Administrative Agent has been appointed pursuant to the Credit Agreement. The actions of the Administrative

Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make

demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the

release or substitution of the Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may

employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents

or attorneys-in-fact selected by it in good faith except for gross negligence or willful misconduct. The Administrative Agent may resign

and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment

as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become

vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring

Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative

Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under

this Agreement while it was the Administrative Agent.

Section

6.2 Standard of Care. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation

of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the Administrative

Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that

neither the Administrative Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with

respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the

Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps

to preserve rights against any Person with respect to any Collateral.

-28-

Section

6.3 Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent and any officer or

agent thereof, as its true and lawful agent and attorney-in-fact for the purpose of carrying out the provisions of this Agreement and

taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes

hereof, which appointment is irrevocable and coupled with an interest, and without limiting the generality of the foregoing, the Administrative

Agent shall have the right, with power of substitution for such Grantor and in such Grantor’s name or otherwise, for the use and

benefit of the Administrative Agent and the other Secured Parties, upon the occurrence and during the continuance of an Event of Default

and at such other time or times permitted by the Loan Documents, (i) to receive, endorse, assign and/or deliver any and all notes, acceptances,

checks, drafts, money orders or other evidences of payment relating to the Collateral owned or held by it or on its behalf or any part

thereof; (ii) to demand, collect, receive payment of, give receipt for, and give discharges and releases of, any of such Collateral;

(iii) to sign the name of such Grantor on any invoice or bill of lading relating to any of such Collateral; (iv) to send verifications

of Receivables included in the Collateral owned or held by it or on its behalf to any Account Debtor; (v) to commence and prosecute any

and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on any

of the Collateral owned or held by it or on its behalf or to enforce any rights in respect of any of such Collateral; (vi) to settle,

compromise, compound, adjust or defend any actions, suits or proceedings relating to any of such Collateral; (vii) to notify, or to require

such Grantor to notify, Account Debtors and other obligors to make payment directly to the Administrative Agent, (viii) to use, sell,

assign, transfer, pledge, make any agreement with respect to or otherwise deal with any of such Collateral, and (ix) to do all other

acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent were

the absolute owner of such Collateral for all purposes; provided, however, that nothing herein contained shall be construed

as requiring or obligating the Administrative Agent or any other Secured Party to make any commitment or to make any inquiry as to the

nature or sufficiency of any payment received by the Administrative Agent or any other Secured Party, or to present or file any claim

or notice, or to take any action with respect to any of the Collateral or the monies due or to become due in respect thereof or any property

covered thereby, and no action taken or omitted to be taken by the Administrative Agent or any other Secured Party with respect to any

of the Collateral shall give rise to any defense, counterclaim or offset in favor of such Grantor or to any claim or action against the

Administrative Agent or any other Secured Party. The provisions of this Article shall in no event relieve any Grantor of any of its obligations

hereunder or under the other Loan Documents with respect to any of the Collateral or impose any obligation on the Administrative Agent

or any other Secured Party to proceed in any particular manner with respect to any of the Collateral, or in any way limit the exercise

by the Administrative Agent or any other Secured Party of any other or further right that it may have on the date of this Agreement or

hereafter, whether hereunder, under any other Loan Document, by law or otherwise.

Section

6.4 Reimbursement of Administrative Agent. Each Grantor agrees, jointly with the other Grantors and severally, to pay to the Administrative

Agent the amount of any and all out-of-pocket costs and expenses, including the fees and disbursements of counsel and of any experts

or agents, that the Administrative Agent may incur in connection with (i) the administration of this Agreement relating to such Grantor

or any of its property, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral

owned or held by or on behalf of such Grantor, (iii) the exercise, enforcement or protection of any of the rights of the Administrative

Agent hereunder relating to such Grantor or any of its property, or (iv) the failure by such Grantor to perform or observe any of the

provisions hereof. Without limitation of its indemnification obligations under the other Loan Documents, each of the Grantors agrees,

jointly with the other Grantors and severally, to indemnify the Administrative Agent and the other Indemnitees against, and hold each

Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket costs and expenses, including counsel

fees and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (a)

the execution or delivery by such Grantor of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby

or thereby, or the performance by such Grantor of its obligations under the Loan Documents and the other transactions contemplated thereby

or (b) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party

thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,

liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted

from the gross negligence or willful misconduct of such Indemnitee. Any amounts payable as provided hereunder shall be additional Secured

Obligations secured hereby and by the other Collateral Documents. The provisions of this Section shall remain operative and in full force

and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated

hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this

Agreement or any other Loan Document or any investigation made by or on behalf of the Administrative Agent or any other Secured Party.

All amounts due under this Section shall be payable within ten (10) days of written demand therefor and shall bear interest on the unpaid

portion thereof from the due date therefor at the rate applicable to ABR Borrowings specified in Section 3.1 of the Credit Agreement.,

-29-

Article

WAIVERS;

AMENDMENTS

failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall

any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,

preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative

Agent and the other Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or

remedies that they would otherwise have. No notice or demand on any Grantor in any case shall entitle such Grantor to any other or further

notice or demand in similar or other circumstances. Neither this Agreement nor any provision hereof may be waived, amended, supplemented

or otherwise modified, or any departure therefrom consented to, except pursuant to an agreement or agreements in writing entered into

by, between or among the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment, other modification

or consent is to apply, subject to any consent required in accordance with Section 10.2 of the Credit Agreement.

Article

SECURITY

INTEREST ABSOLUTE

All

rights of the Administrative Agent hereunder, the Security Interest and all obligations of each Grantor hereunder shall be absolute and

unconditional irrespective of (i) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement

with respect to any of the Secured Obligations, or any other agreement or instrument relating to any of the foregoing, (ii) any change

in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other waiver, amendment,

supplement or other modification of, or any consent to any departure from, the Credit Agreement, any other Loan Document or any other

agreement or instrument relating to any of the foregoing, (iii) except as otherwise expressly permitted under the Loan Documents or effected

pursuant thereto, any exchange, release or non-perfection of any Lien on any other collateral, or any release or waiver, amendment, supplement

or other modification of, or consent under, or departure from, any guaranty, securing or guaranteeing all or any of the Secured Obligations,

or (iv) any other circumstance (other than indefeasible payment in full of the Secured Obligations) that might otherwise constitute a

defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or in respect of this Agreement or any other

Loan Document.

-30-

Article

TERMINATION;

RELEASE

Section

9.1 Termination and Release. This Agreement, the Guarantees made herein, the Security Interest and all other security interests

granted hereby shall terminate, and the Grantors shall automatically be released from their obligations hereunder, upon the Termination

Date.

Section

9.2 Other Releases of Grantors; Collateral.

(a)

Upon the effectiveness of any written consent to the release of the Security Interest in any Collateral pursuant to Section 10.2

of the Credit Agreement, the Security Interest in such Collateral shall be automatically released.

(b)

Upon any sale, transfer or other disposition of Collateral permitted by the Loan Documents (other than to a Grantor), the Security Interest

in such Collateral shall be automatically released (other than to the extent any such sale, transfer or other disposition of such Collateral

would, immediately after giving effect thereto, result in the receipt by such Grantor of any other property (whether in the form of Proceeds

or otherwise) that would, but for the release of the Security Interest therein pursuant to this clause, constitute Collateral, in which

event the Lien created hereunder shall continue in such property).

(c)

If any of the Pledged Equity Interests in any Grantor are sold, transferred or otherwise disposed of pursuant to a transaction permitted

by the Loan Documents and, immediately after giving effect thereto, such Grantor would no longer be a Subsidiary of a Grantor, then the

obligations of such Grantor under this Agreement and the Security Interest in the Collateral owned or rights in Collateral held by or

on behalf of such Grantor shall be automatically released.

Section

9.3 Release Documentation. In connection with any termination

or release pursuant to this Article 9, the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s

expense, all documents that such Grantor shall reasonably request to evidence such termination or release so long as the applicable Grantor

shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in

order to demonstrate compliance with the relevant provisions of this Article 9. Any execution and delivery of documents by the

Administrative Agent pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

Article

ADDITIONAL

SUBSIDIARY GUARANTORS AND GRANTORS

Upon

execution and delivery after the date hereof by the Administrative Agent and a Subsidiary of a Subsidiary Joinder Agreement, such Subsidiary

or subsidiary, as applicable, shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein

(each an “Additional Grantor”). The execution and delivery of any Subsidiary Joinder Agreement shall not require the

consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder, each other Grantor and each other party

(other than a Credit Party) under the Loan Documents shall remain in full force and effect notwithstanding the addition of any Additional

Grantor as a party to this Agreement. Each Subsidiary Joinder Agreement shall be accompanied by a Perfection Certificate, signed by the

Borrower and/or the Additional Grantor, and such certificates, legal opinions and other documents as the Administrative Agent shall request.

-31-

Article

MISCELLANEOUS

Section

11.1 Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.1 of the

Credit Agreement.

Section

11.2 Binding Effect; Several Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such

reference shall be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf

of any Grantor that are contained in this Agreement shall bind and inure to the benefit of each party hereto and its successors and assigns.

This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been

delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter

shall be binding upon such Grantor and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit

of such Grantor, the Administrative Agent and the other Secured Parties, and their respective successors and assigns, except that no

Grantor shall have the right to assign its rights or obligations hereunder or any interest herein or in any of the Collateral (and any

such attempted assignment shall be void), except as expressly contemplated by this Agreement or the other Loan Documents. This Agreement

shall be construed as a separate agreement with respect to each of the Grantors and may be amended, supplemented, waived or otherwise

modified or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any

other Grantor hereunder.

Section

11.3 Survival Of Agreement; Severability. All covenants, agreements, representations and warranties made by the Grantors herein

and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan

Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the

execution and delivery of any Loan Document and the making of any Credit Extension, regardless of any investigation made by the Secured

Parties or on their behalf, and shall continue in full force and effect until this Agreement shall terminate. In the event any one or

more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality

and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood

that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision

in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions

with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section

11.4 Governing Law; Jurisdiction; Venue; Waivers.

(a)

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)

Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the

courts of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York

and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition

or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any

such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable

law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive

and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement

shall affect any right that the Administrative Agent may otherwise have to bring any action or proceeding relating to this Agreement

against any Grantor or its properties in the courts of any jurisdiction.

-32-

(c)

Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that

it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court

referred to in Section 11.4(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable

law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)

Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1. Nothing

in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section

11.5 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE

EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED

TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section

11.6 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no Grantor shall assert, and each

Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive

damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement

or instrument contemplated hereby, the transactions contemplated hereby, any Loan or Letter of Credit or the use of the proceeds thereof.

Section

11.7 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not

part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section

11.8 Counterparts.

(a)

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall

constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 11.2) and

shall become effective as provided in Section 11.2. Delivery of an executed counterpart of a signature page of this Agreement

by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a

manually executed counterpart of this Agreement.

[Signature

pages follow]

-33-

WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

CARECLOUD,

INC., a Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

CARECLOUD

ACQUISITION, CORP.,

Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

CARECLOUD

HEALTH, INC.,

Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

CARECLOUD

PRACTICE MANAGEMENT, CORP., a Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

MERIDIAN

MEDICAL MANAGEMENT, INC. (d/b/a Origin Healthcare Solutions),

Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

MEDSR,

INC., a Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

N884AM

HOLDINGS INC.,

Delaware corporation

By:

/s/

Norman Roth

Name:

Norman

Roth

Title:

Authorized

Officer

CITIZENS

BANK, N.A., as Administrative Agent

By:

/s/

Megan Westhuis

Name:

Megan

Westhuis

Title:

Senior

Vice President

Signature

Page to Pledge and Security Agreement

-34-

SCHEDULE

3.4

PLEDGED

COLLATERAL

Part

A: Pledged Equity Interests (other than LLC Interests and Partnership Interests)

Issuer

Certificate

No. (if Applicable)

Registered

Owner

No.

and Class of Shares

of Outstanding Equity Interests of Class

N/A

Part

B: Pledged LLC Interests and Partnership Interests

Issuer

Certificate

No. (if Applicable)

Registered

Owner

No.

and Class of Shares

of Outstanding Equity Interests of Class

Security

for Article 8 Purposes?

Medical Transcription Billing Company

(Pvt) Limited

n/a

CareCloud, Inc.

338,099

99.99 %

Medical Transcription Billing Company (Pvt)

Limited

n/a

Mahmud Ul Haq

0.00 %

Medical Transcription Billing Company (Pvt)

Limited

n/a

Muhamad Shaukat Ali

0.00 %

MTBC Bagh (Pvt) Limited

n/a

CareCloud, Inc.

998

99.80 %

MTBC Bagh (Pvt) Limited

n/a

Mahmud Ul Haq

0.10 %

MTBC Bagh (Pvt) Limited

n/a

Muhamad Shaukat Ali

0.10 %

RCM – Medigain Colombo (Pvt) LTD

n/a

CareCloud, Inc.

100

100.00 %

CareCloud ME Health Consultancy L.L.C

n/a

CareCloud, Inc.

225

75.00 %

CareCloud ME Health Consultancy L.L.C

n/a

Mahmud Ul Haq

25.00 %

N884AM Holdings, Inc.

n/a

CareCloud, Inc.

100

100.00 %

MedSR, Inc. (Santa Rosa Staffing, Inc.)

n/a

CareCloud, Inc.

100,000

100.00 %

Meridian Medical Management, Inc.

n/a

CareCloud, Inc.

1,000

100.00 %

CareCloud Practice Management, Corp.

n/a

CareCloud, Inc.

100

100.00 %

CareCloud Acquisition, Corp.

n/a

CareCloud, Inc.

100

100.00 %

CareCloud Health, Inc.

n/a

CareCloud, Inc.

20,000,000

100.00 %

CareCloud Holdings, Inc.

n/a

CareCloud, Inc.

100

100.00 %

Part

C: Pledged Debt Securities

Grantor

Obligor

Principal

Amount

Date

of Incurrence

Maturity

Date (if Applicable

Type

of Document Evidencing Debt (if Applicable)

N/A

-35-

EXHIBIT

PLEDGE

AND SECURITY AGREEMENT

FORM

OF COPYRIGHT SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of April 13, 2026 (as amended, restated, supplemented or otherwise modified, this “Agreement”),

among CARECLOUD, INC., a Delaware corporation (the “Borrower”), CARECLOUD ACQUISITION, CORP., a Delaware corporation

(“CC Acquisition”), CARECLOUD HEALTH, INC., a Delaware corporation (“CC Health”), CARECLOUD HOLDINGS

INC., a Delaware corporation (“CC Holdings”), CARECLOUD PRACTICE MANAGEMENT, CORP., a Delaware corporation (“CC

Practice Management”), MEDSR, INC., a Delaware corporation (“MedSR”), MERIDIAN MEDICAL MANAGEMENT, INC.,

(d/b/a Origin Healthcare Solutions), a Delaware corporation (“Medical Management”), N884AM HOLDINGS INC., a Delaware

corporation (“AM Holdings”, together with CC Acquisition, CC Holdings, CC Practice Management, MedSR, and Medical

Management, collectively and individually, the “Guarantor”), each Subsidiary party hereto as of the date hereof (collectively,

the “Subsidiaries” and together with the Borrower, the “Grantors”) and CITIZENS BANK, N.A., as

Administrative Agent (in such capacity, the “Administrative Agent”).

Reference

is made to (a) the Credit Agreement, dated as of April 13, 2026, among the Borrower, the Lenders party thereto and the Administrative

Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),

and (b) the Pledge and Security Agreement, dated as of April 13, 2026, by and among the Grantors party thereto and the Administrative

Agent (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”).

The

Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement, the Guarantors

have guaranteed Secured Obligations and the Grantors have secured their obligations pursuant to the Security Agreement. The obligations

of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement.

Accordingly,

the parties hereto agree as follows:

Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement

or the Credit Agreement.

Grant of Security Interest. As security for the payment or performance, as applicable, in full when due (whether at the stated

maturity, by acceleration or otherwise) of the Secured Obligations, each Grantor, pursuant to the Security Agreement, did and hereby

does grant to the Administrative Agent (and its successors and assigns), for the ratable benefit of the Secured Parties, a security interest

in, all such Grantor’s right, title and interest in, to or under any and all of the following assets now owned or at any time hereafter

acquired (collectively, the “Copyright Collateral”):

(a)

all copyright rights in any work subject to the copyright laws of the United States of America, whether as author, assignee, transferee

or otherwise, all registrations and applications for registration of any such copyright in the United States of America, in each case

described on Schedule I and all reissues, renewals, continuations and extensions thereof and amendments thereto (the (“Copyrights”);

-36-

(b)

all rights and privileges arising under applicable law with respect to the use of Copyrights;

(c)

all reissues, renewals, continuations and extensions thereof and amendments thereto, and

(d)

all income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages

and payments for past, present or future infringements thereof.

Security Agreement. The security interests granted to the Administrative Agent herein are granted in furtherance, and not in limitation

of, the security interests granted to the Administrative Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and

affirms that the rights and remedies of the Administrative Agent with respect to the Copyright Collateral are more fully set forth in

the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In

the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each

of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed

counterpart of a signature page of this Agreement by facsimile or in electronic (e.g., “pdf” or “tif”)

format shall be effective as delivery of a manually executed counterpart of this Agreement.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature

page follows]

-37-

WITNESS WHEREOF, the parties hereto have duly executed this Copyright Security Agreement as of the day and year first above written.

[NAME

OF BORROWER]

By:

Name:

Title:

[NAME

OF HOLDINGS]

By:

Name:

Title:

[NAMES

OF SUBSIDIARIES]

By:

Name:

Title:

CITIZENS

BANK, N.A., as Administrative Agent

By:

Name:

Title:

-38-

SCHEDULE

COPYRIGHTS

Title

Reg.

No.

Reg.

Date

-39-

EXHIBIT

PLEDGE

AND SECURITY AGREEMENT

FORM

OF PATENT SECURITY AGREEMENT

PATENT