Form 8-K

8-K — REED'S, INC.

Accession: 0001493152-26-045141

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0001140215

SIC: 2086 (BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS)

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: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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8-K

8-K (Primary)

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2026-09-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 30, 2026

REED’S,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-32501

35-2177773

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

501

Merritt 7 PH, Norwalk, CT 06851

(Address of principal executive offices and zip code)

Not

applicable

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

Registrant’s telephone number, including area code: (800) 997-3337

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: None

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

stock, $0.0001 par value per share

REED

NYSE

American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR

§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Amendment No. 2 to Senior Secured Loan and Security

Agreement

On September 30, 2026 (the “Effective

Date”), Reed’s, Inc. (the “Company”) entered into the second

amendment (the “Amendment”) to its Senior Secured Loan and Security Agreement

(as amended the “Loan Agreement”) with certain funds affiliated with Whitebox

Advisors, LLC (the “Lenders”) and Cantor Fitzgerald Securities (“Cantor

Fitzgerald”), as administrative agent and collateral agent, with respect to its senior secured credit facility (the “Senior

Secured Facility”).

Pursuant to the Amendment, as of the Effective Date,

(i) the existing Revolving Credit Commitments (as defined in the Loan Agreement prior to the Amendment) were terminated and converted

into a new tranche of term loans in an aggregate principal amount of $9,250,000 (the “Term Loans”), which Term Loans, once

repaid, may not be re-borrowed, (ii) interest on the Term Loans accrues at a rate of 8.75% per annum (increased from 8.00% per annum

under the original revolving loans), with interest payments due monthly in arrears on the last Business Day of each month, (iii) the

Maturity Date (as defined in the Loan Agreement) was extended to June 30, 2027, subject to an optional

three-month extension to September 30, 2027, during such extension period the interest on the Term Loans shall accrue at a rate of 9.25%

per annum, if certain conditions are satisfied, including delivery of written notice of such extension to the Administrative Agent on

or prior to March 31, 2027, reduction of outstanding Term Loans to no more than $8,400,000 prior to June 30, 2027, and no Default (as

defined in the Loan Agreement) or Event of Default (as defined in the Loan Agreement) occurring and continuing as of June 30, 2027, (iv)

the revolving loan unused fee was eliminated, (v) certain mandatory prepayment provisions were deleted or modified, and (vi) the inventory

plus accounts receivable liquidity covenant was waived through November 6, 2026. Additionally, as a new Event of Default, the Company

must receive aggregate cash equity contributions of at least $10,000,000 on or after the effective date of the Amendment but no later

than November 6, 2026.

Other than as set forth herein, the material terms

of the Loan Agreement remain unchanged and in full effect.

The foregoing summary and description of the provisions

of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy

of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 1.01 above are incorporated

herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1#

Amendment No. 2 to Senior Secured Loan and Security Agreement among Reed’s, Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent, dated September 30, 2026

104

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

# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

SIGNATURES

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, thereunto duly authorized.

Reed’s,

Inc.

Dated:

September 30, 2026

By:

/s/

Douglas W. McCurdy

Douglas

W. McCurdy

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 2 TO SENIOR SECURED LOAN AND SECURITY AGREEMENT

THIS

AMENDMENT NO. 2 TO SENIOR SECURED LOAN AND SECURITY AGREEMENT dated as of September 30, 2026 (this “Amendment”)

is made by and among Reed’s, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto,

the Lenders party hereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the Lenders (in such capacities,

the “Administrative Agent”).

RECITALS

The Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement dated as of November 14, 2024 (as amended

by that certain Amendment No. 1 to Senior Secured Loan and Security Agreement dated as of September 26, 2025, and as further amended,

restated, amended and restated, supplemented or modified from time to time prior to the date hereof, the “Existing Credit

Agreement”, and as amended by this Amendment, the “Credit Agreement”). Capitalized terms used

but not defined herein shall have the meanings given them in the Credit Agreement.

Pursuant to Section 12.5(a) of the Existing Credit Agreement, the Borrower has requested that the Lenders convert the existing Revolving

Credit Commitments (as defined in the Existing Credit Agreement) into a new tranche of term loan commitments in an aggregate principal

amount of $9,250,000 (the “Term Loan Commitments”), which commitments shall be funded, subject to the terms

hereof, by the Lenders party hereto as Term Loan Lenders (the “Term Loan Lenders”), and make certain amendments

to the Existing Credit Agreement, in each case as set forth herein.

The Administrative Agent and the Lenders party hereto, constituting all of the Required Lenders immediately prior to giving effect to

the effectiveness of this Amendment (the “Consenting Lenders”), have agreed to amend the Existing Credit Agreement

on the terms and subject to the conditions set forth herein.

Accordingly,

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

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

Section

1. Existing

Credit Agreement Amendment

(a)

The Borrower, the other Credit Parties, the Lenders and the Administrative Agent hereby agree that, effective as of the Amendment No.

2 Effective Date (defined below), the Existing Credit Agreement shall be amended as follows:

(i) the

Existing Credit Agreement, the Schedules thereof and the Exhibits thereof are hereby amended

to delete the stricken text (indicated textually in the same manner as the following example:

stricken text) and to add the double-underlined

text (indicated textually in the same manner as the following example: double-underlined

text) as set forth in the pages of the Credit Agreement attached as Annex A

hereto.

Section

2. Representations and Warranties.

induce the other parties hereto to enter into this Amendment, each Credit Party represents and warrants to each of the Lenders and the

Administrative Agent that immediately before and immediately after giving effect to this Amendment:

(a)

the execution, delivery and

performance of this Amendment is within such Credit Party’s corporate or other organizational power and has been duly authorized

by all necessary corporate or other organizational action of such Credit Party; this Amendment has been duly executed and delivered

by such Credit Party and is a legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, subject

to the Legal Reservations;

(b)

the execution and delivery

of this Amendment and the performance by such Credit Party hereof (a) does not require any consent or approval of, registration or

filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force

and effect and (ii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not

be reasonably expected to have a Material Adverse Change, (b) will not violate any (i) of such Credit Party’s Operating Documents

or (ii) Requirements of Law applicable to such Credit Party which violation, in the case of this clause (b)(ii), could reasonably be

expected to have a Material Adverse Change and (c) will not violate or result in a default under any material contractual obligation

to which such Credit Party is a party which violation, in the case of this clause (c), could reasonably be expected to result in a

Material Adverse Change;

(c)

no Default or Event of Default

has occurred and is continuing; and

(d)

the representations and warranties

set forth in Article 5 of the Existing Credit Agreement, as amended, are true and correct in all material respects on and as of the

date hereof (and in all respects if any such representation or warranty is already qualified by materiality or Material Adverse Change),

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

warranties shall be true and correct in all material respects as of such earlier date.

Section

3. Amendment Effectiveness.

The

effectiveness of this Amendment is subject to the satisfaction (or waiver in writing by the Consenting Lenders) of the following conditions

(the date on which such conditions are satisfied or waived, the “Amendment No. 2 Effective Date”):

(a)

the receipt by the Administrative

Agent of this Amendment executed and delivered by a duly authorized signatory of (i) the Borrower, (ii) each other Credit Party, (iii)

the Administrative Agent and (iv) each Lender (which may include a copy transmitted by facsimile or other electronic method);

(b)

the receipt by the Administrative

Agent of (i) a certificate of each Credit Party, in each case dated the Amendment No. 2 Effective Date and executed by a secretary,

assistant secretary or other senior officer (as the case may be) thereof, which shall (A) certify that attached thereto is a true and

complete copy of the resolutions or written consents of its shareholders, board of directors, board of managers, members or other governing

body authorizing the execution, delivery and performance of this Amendment to which it is a party and, in the case of the Borrower,

the borrowings hereunder, and that such resolutions or written consents have not been modified, rescinded or amended and are in full

force and effect, (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories

of such Credit Party authorized to sign this Amendment to which it is a party on the Amendment No. 2 Effective Date and (C) certify

(x) that attached thereto is a true and complete copy of the Operating Documents of such Credit Party certified by the relevant authority

of the jurisdiction of organization of such Credit Party as of a recent date or a Responsible Officer of the applicable Credit Party

and (y) that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein

as being the only amendments thereto as of such date), or, in the absence of attachment, certifying that the prior copy of such document

delivered to the Administrative Agent continues to be in full force and effect without modification, and (ii) a good standing (or equivalent)

certificate as of a recent date for such Credit Party from its jurisdiction of organization;

(c)

as of the Amendment No. 2

Effective Date (immediately after giving effect to the effectiveness of this Amendment), the representations and warranties set forth

in Section 2 hereof are true and correct in all material respects;

(d)

the Administrative Agent

shall have received all fees payable thereto on or prior to the Amendment No. 2 Effective Date required to be reimbursed or paid by

the Borrower pursuant to the Credit Agreement on or prior to the Amendment No. 2 Effective Date;

(e)

receipt by the Administrative

Agent of a solvency certificate substantially in the form of Exhibit H attached to the Existing Credit Agreement, from the chief financial

officer (or other officer with reasonably equivalent duties) of the Borrower, certifying that the Borrower and its Subsidiaries, on

a consolidated basis after giving effect to the Amendment and the transactions contemplated hereby, are Solvent;

(f)

receipt by the Administrative

Agent of a customary opinion of Lowenstein Sandler LLP, counsel for the Credit Parties, dated as of the Amendment No. 2 Effective Date

and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Consenting Lenders; and

(g)

the Administrative Agent

shall have received a completed Perfection Certificate for each Credit Party.

Each

Lender, by delivering its signature page to this Amendment, shall be deemed to have consented to, approved or accepted or to be satisfied

with, each document required hereunder to be consented to, approved by or acceptable or satisfactory to a Lender.

Section

4. Condition Subsequent to

Effectiveness.

The

Borrower shall pay to Whitebox (or its designee) a fee in the amount of Twenty-Five Thousand Dollars ($25,000.00) (the “Amendment

Fee”), which Amendment Fee shall be due and payable on November 6, 2026. The Amendment Fee shall be fully earned on the

Amendment No. 2 Effective Date, shall not be refundable for any reason whatsoever and shall not be subject to counterclaim or set-off.

The failure of the Borrower to pay the Amendment Fee when due shall constitute an Event of Default under Section 8.1 of the Credit Agreement.

The Consenting Lenders consent to the payment of the Amendment Fee.

Section

5. Conversion of Revolving

Credit Commitments.

The

Borrower hereby requests, and the Lenders hereby acknowledge and agree, that the Revolving Credit Commitments are reduced to $0 and terminated

as of the Amendment No. 2 Effective Date. On and as of the date hereof, each outstanding Revolving Loan (as defined in the Existing Credit

Agreement) shall be automatically converted into a Term Loan and such conversion shall be deemed to comply with any requirement hereunder

or under any other Loan Document that the Lenders provide funds up to the Term Loan Commitments on the Amendment No. 2 Effective Date

“in Dollars”, “in immediately available funds”, “in Cash” or any other similar requirement. Following

such conversion, each of the Lenders, as applicable shall be a Lender hereunder as if such Lender had funded the Term Loan Commitments

in accordance with the Credit Agreement.

Section

6. Effect of Amendment.

Nothing

herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the

terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar

or different circumstances. This Amendment shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement,

as amended hereby, and the other Loan Documents.

Section

7. Counterparts.

This

Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts

taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by

facsimile or electronic (i.e., “pdf” or “tiff”) transmission shall be effective as delivery of a manually executed

counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative

Agent.

Section

8. Governing

Law, Etc.

The

terms of Sections 11.1 (Waiver of Jury Trial), 11.2 (Governing Law and Jurisdiction) and 11.3 (Submission to Jurisdiction) of the Existing

Credit Agreement are hereby incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section

9. Headings.

The

headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section

10. Direction

to Administrative Agent.

The

undersigned Lenders party hereto (which constitute all of the Lenders) hereby (a) consent to the execution, delivery and performance

by the Administrative Agent of this Amendment, (b) authorize and direct the Administrative Agent to execute and deliver this Amendment

and such other documents as may be reasonably requested by the Borrower in connection therewith, and to perform its obligations thereunder,

and (c) acknowledge and agree that the direction in this Section 10 constitutes a direction from the Required Lenders under the

provisions of Article 9 of the Credit Agreement. The Credit Parties and the Lenders party hereto expressly agree and confirm that (a)

the Administrative Agent’s right to indemnification, as set forth in Exhibit B of the Existing Credit Agreement, as amended, shall

apply, in accordance with the terms thereof, with respect to any and all losses, claims, liabilities, costs and expenses that the Administrative

Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Administrative Agent in connection with this

Amendment and the other Loan Documents, (b) all other rights, protections, privileges, immunities, exculpations, and indemnities afforded

to the Administrative Agent under the Loan Documents shall apply to any and all actions taken or omitted by the Administrative Agent

in connection with this Amendment and the other Loan Documents and (c) the Administrative Agent may conclusively rely upon (and shall

be fully protected in relying upon) the Register in confirming that the Lenders party hereto constitute the Consenting Lenders on and

as of the date hereof. Each undersigned Lender hereby severally represents and warrants to the Administrative Agent that, on and as of

the date hereof, it is duly authorized to enter into this Amendment and perform its obligations hereunder.

[Remainder

of page left intentionally blank; signature pages follow.]

WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

REED’S,

INC.,

the Borrower

By: /s/

Douglas McCurdy

Name: Douglas

McCurdy

Title: Chief

Financial Officer

[Signature

Page to Amendment No. 2]

CANTOR

FITZGERALD SECURITIES,

Administrative Agent and Collateral Agent

By:

/s/ Christian Wall

Name:

Christian

Wall

Title: Global

Head of Fixed Income

Legal

Reviewed

Akina

Newbraugh

/s/

[Signature Page to Amendment No. 2]

WHITEBOX

RELATIVE VALUE PARTNERS, LP,

a Term Loan Lender and a Lender

By: /s/

Andrew Thau

Name: Andrew

Thau

Title: Managing

Director

WHITEBOX

GT FUND, LP,

a Term Loan Lender and a Lender

By: /s/

Andrew Thau

Name: Andrew

Thau

Title: Managing

Director

WHITEBOX

MULTI-STRATEGY PARTNERS, LP,

a Term Loan Lender and a Lender

By: /s/

Andrew Thau

Name: Andrew

Thau

Title: Managing

Director

PANDORA

SELECT PARTNERS, LP,

a Term Loan Lender and a Lender

By: /s/

Andrew Thau

Name: Andrew

Thau

Title: Managing

Director

[Signature Page to Amendment No. 2]

ANNEX

AMENDED

CREDIT AGREEMENT

SENIOR

SECURED LOAN AND SECURITY AGREEMENT

dated

as of November 14, 2024

and among

REED’S,

INC.,

the Borrower,

THE

SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO

Guarantors,

THE

LENDERS FROM TIME TO TIME PARTY HERETO,

and

Cantor

Fitzgerald Securities,

Administrative Agent and Collateral Agent

Table

of Contents

DEFINITIONS

AND OTHER TERMS

1.1

Terms

1.2

Section

References

1.3

Divisions

1.4

Definitions

LOANS

AND TERMS OF PAYMENT

2.1

Promise

to Pay

2.2

RevolvingThe

Loans

2.3

Payment

on the Revolving Loans.

2928

2.4

Fees

3029

2.5

Taxes;

Increased Costs

3029

2.6

[Reserved]

2.7

[Reserved]

2.8

[Reserved]

2.92.6

Borrowing

Requests

3029

2.10

[Reserved]

CONDITIONS

OF LOANS

3130

3.1

Conditions

Precedent to the Effective Date

3130

3.2

Additional

Conditions Precedent to Revolving Loans

3.3

Additional

Conditions Precedent to Revolving Loans after the Effective Date

3.43.2

Covenant

to Deliver

3430

3.53.3

Procedures

for Borrowing

3430

3.63.4

Post-Closing

Obligations

3430

CREATION

OF SECURITY INTEREST

3431

4.1

Grant

of Security Interest

3431

4.2

Authorization

to File Financing Statements

3531

REPRESENTATIONS

AND WARRANTIES

3531

5.1

Due

Organization, Authorization: Power and Authority

3531

5.2

Collateral

3632

5.3

Subsidiaries’

Equity Interests

3733

5.4

Litigation

3733

5.5

Broker’s Fees

3733

5.6

Material Adverse Change; Financial Statements

3733

5.7

Solvency

3734

5.8

Regulatory

Compliance

3734

5.9

Investments

3834

5.10

Tax

Returns and Payments; Pension Contributions

3834

5.11

Use

of Proceeds

3835

5.12

Full

Disclosure

3835

5.13

Enforceability

3935

5.14

[Reserved]

5.15

[Reserved]

5.16

[Reserved]

5.175.14

Exchange

Act Compliance

3935

5.18

[Reserved]

5.19

[Reserved]

AFFIRMATIVE

COVENANTS

3935

6.1

Government

Compliance

3935

6.2

Financial

Statements, Reports, Certificates; Notices

4036

6.3

Inventory;

Returns

4339

6.4

Taxes;

Pensions

4339

6.5

Insurance

4339

6.6

Collateral

Accounts

4340

6.7

Protection

of Intellectual Property Rights

4440

6.8

Litigation

Cooperation

4440

6.9

Landlord

Waivers; Bailee Waivers

4440

6.10

Creation/Acquisition

of Subsidiaries

4440

6.11

Further

Assurances

4541

6.12

[Reserved]

6.136.12

Use

of Proceeds

4541

6.146.13

Compliance

with Laws

4541

6.14

Board

Observer

NEGATIVE

COVENANTS

4541

7.1

Dispositions

4541

7.2

Changes

in Business or Business Locations

4642

7.3

Mergers

or Acquisitions

4642

7.4

Incurrence

of Indebtedness and Issuance of Preferred Stock

4642

7.5

Encumbrance

4743

7.6

Maintenance

of Collateral Accounts

4743

7.7

Restricted

Payments

4744

7.8

Investments

4945

7.9

Transactions

with Affiliates

4945

7.10

Compliance

5147

7.11

Compliance

with Anti-Terrorism Laws

5147

7.12

Limitation

on Issuance of Capital Stock

5147

7.13

Amendments

to Material Documents

5248

7.14

Minimum

Liquidity

5248

7.15

Inventory

/ AR Liquidity

5248

EVENTS

OF DEFAULT

5248

8.1

Payment

Default

5248

8.2

Covenant

Default

5248

8.3

Material

Adverse Change

5248

8.4

Attachment;

Levy; Restraint on Business

5248

8.5

Insolvency

5349

8.6

Other

Agreements

5349

8.7

Judgments

5349

8.8

Misrepresentations

5349

8.9

Change

of Control

5349

8.10

Guaranty

5349

8.11

Governmental

Approvals; ERISA

5349

8.12

Lien

Priority

5450

8.13

Required

Equity Contribution

RIGHTS

AND REMEDIES

5450

9.1

Rights

and Remedies

5450

9.2

Power

of Attorney

5652

9.3

Protective

Payments

5652

9.4

Application

of Payments and Proceeds

5652

9.5

Liability

for Collateral

5753

9.6

Waiver; Remedies Cumulative

5753

9.7

Demand

Waiver

5854

9.8

Grant

of Intellectual Property License

5854

9.9

Setoff

and Sharing of Payments

5854

10.

NOTICES

5955

11.

CHOICE

OF LAW, VENUE AND JURY TRIAL WAIVER

6056

11.1

Waiver

of Jury Trial

6056

11.2

Governing

Law and Jurisdiction

6056

11.3

Submission

to Jurisdiction

6157

11.4

Service

of Process

6157

11.5

Non-exclusive

Jurisdiction

6157

12.

GENERAL

PROVISIONS

6157

12.1

Successors

and Assigns

6157

12.2

Indemnification

6258

12.3

Severability

of Provisions

6359

12.4

Correction

of Loan Documents

6359

12.5

Amendments

in Writing; Integration

6359

12.6

Counterparts

6460

12.7

Survival

6460

12.8

Confidentiality

6460

12.9

Right

of Set Off

6561

12.10

Cooperation

of Borrower

6561

12.11

Public

Announcement; Disclosure of Transaction

6561

12.12

Exhibit

B Agreement

6662

12.13

Time

of Essence

6662

12.14

Termination

Prior to Maturity Date; Survival

6662

12.15

Guaranty

6662

Schedules

and Exhibits

Schedule

1.1(a)

Lenders

and Commitments

Schedule

1.2

Liens

Schedule

5.2(a)

Deposit

Accounts; Securities Accounts

Schedule

5.2(c)

Bailees

Schedule

5.2(e)

Material

Agreements

Schedule

5.4

Litigation

Schedule

5.9

Stock

Ownership

Exhibit

Description

of Collateral

Exhibit

Administrative

Agent, Collateral Agent and Lender Terms

Exhibit

Taxes;

Increased Costs

Exhibit

Form

of Loan Payment Request Form

Exhibit

Form

of Compliance Certificate

Exhibit

Form

of Corporate Borrowing Certificate

Exhibit

Form

of Assignment and Acceptance

Exhibit

Form

of Solvency Certificate

SENIOR

SECURED LOAN AND SECURITY AGREEMENT

THIS

SENIOR SECURED LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this

“Agreement”) dated as of November 14, 2024 (the “Effective Date”) among Cantor Fitzgerald Securities,

as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”)

and collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”),

the other lendersLenders

(as defined herein) listed on Schedule 1.1(a) hereof or otherwise a party hereto from time to time (each

a “Lender” and collectively, the “Lenders”),,

Reed’s, Inc., a Delaware corporation (the “Borrower”), and the other Subsidiaries from time to time party hereto

(the “Guarantors”), provides the terms on which the Lenders shall lend to the Borrower shall repay the Lenders. The

parties agree as follows:

DEFINITIONS AND OTHER TERMS

1.1

Terms. Capitalized terms used herein shall have the meanings set forth in Section 1.4 to the extent defined therein. All other

capitalized terms used but not defined herein shall have the meaning given to such terms in the Code. Any accounting term used but not

defined herein shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term “financial

statements” shall include the accompanying notes and schedules.

1.2

Section References. Any section, subsection, schedule or exhibit references are to this Agreement unless otherwise specified.

1.3

Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or

any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes

the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person

to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the

first date of its existence by the holders of its equity interests at such time.

1.4

Definitions. The following terms are defined in the Sections or subsections referenced opposite such terms:

“8-K

Filing”

Section

12.11(b)

“Administrative

Agent”

Preamble

“Administrative

Agent and Collateral Agent Expenses”

Exhibit

C, Section 6

“Administrative

Agent and Collateral Agent Fees”

Section

2.4(c)

“Agreement”

Preamble

“Asset

Sale Offer”

Section

2.2(cd)(ii)

“Calculation

Date”

Section

1.4

“Claims”

Section

12.2

“Collateral

Agent”

Preamble

“Collateral

Agent License”

Section

9.8

“Communications”

Section

“Connection

Income Taxes”

Exhibit

C, Section 1

“Declined

Amount”

Section

2.2(c)(ii)

“Default

Rate”

Section

2.3(b)

“Effective

Date”

Preamble

“Event

of Default”

Section

“Exchange

Act Reports”

Section

5.175.14

“Excluded

Taxes”

Exhibit

C, Section 1

“FATCA

”

Exhibit

C, Section 1

“Foreign

Lender ”

Exhibit

C, Section 1

“Indemnified

Person”

Section

12.2

“Indemnified

Taxes”

Exhibit

C, Section 1

“Investment

Center”

Schedule

6.12

“Lender”

and “Lenders”

Preamble

“Lender

Transfer”

Section

12.1

“Mandatory

Prepayment Date”

Section

2.2(cd)(iiiii)

“Material

Proceeds”

Section

7.1(da)

“MNPI

Notice”

Section

6.2(d)

“New

Subsidiary”

Section

6.10

“OID”

Section

1.4

“Open

Source Licenses”

Section

5.2(f)

“Other

Connection Taxes”

Exhibit

C, Section 1

“Other

Taxes”

Exhibit

C, Section 1

“Participant

Section

12.1

“Payer

Disposition Proceeds Amount”

Section

“Perfection

Certificate” and “Perfection Certificates”

Section

5.1

“Press

Release”

Section

12.11(b)

“Pro

Forma Cost Savings”

Section

1.4

“Rate

”

Section

1.4

“Recipient”

Exhibit

C, Section 1

“Recovery

Event Offer”

Section

2.2(c)(iii)

“Register”

Section

12.1

“RevolvingTerm

Loans”

Section

2.2(a)

“U.S.

Person”

Exhibit

C, Section 1

“U.S.

Tax Compliance Certificate”

Exhibit

C, Section 7

“Withholding

Agent”

Exhibit

C, Section 1

addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

“ABL

Agreement” means that certain Ledgered ABL Agreement, dated as of March 28, 2022, between the Borrower, as Seller, and Alterna

Capital Solutions LLC, as Purchaser.

“Account”

is any “account” as defined in the Code with such additions to such term as may hereafter be made under the Code, and includes,

without limitation, all accounts receivable and other sums owing to the Borrower.

“Account

Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made

under the Code.

“Acquired

Debt” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person

is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with,

or in contemplation of, such other Person merging with or into, or becoming, a Subsidiary of, such specified Person, and (2) Indebtedness

secured by a Lien encumbering any asset acquired by such specified Person.

“Additional

Borrower” has the meaning specified in Section 2.7(c).

“Affiliate”

means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under

common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect

to a Lender, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Lender

will be deemed to be an Affiliate of such Lender. As used in this definition of “Affiliate,” the term “control”

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

whether through ownership of voting securities or partnership or other ownership interest, by contract, or otherwise.

“Affiliate

Transaction” means a transaction in which the Borrower or any Subsidiaries acts to, directly or indirectly, make any payment

to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or

enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee

with, or for the benefit of, any Affiliate of the Borrower or any Subsidiaries involving aggregate payments or consideration in excess

of $500,000, unless:

(1)

the

Affiliate Transaction is on terms that are not materially less favorable to the Borrower or the relevant Subsidiary, taken as a whole,

than those that would have been obtained in a comparable arms-length transaction by the Borrower or such Subsidiary with a Person

that is not an Affiliate of the Borrower or such Subsidiary; and

(2)

resolution of the Board of Directors accompanied by an Officer’s Certificate certifying that such Affiliate Transaction complies

with Section 7.9 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board

of Directors.

“Agent

Fee Letter” means the Fee Letter, dated as of the date of this Agreement, among the Borrower, the Administrative Agent and

the Collateral Agent.

“Amendment

No. 1” means that certain Amendment No. 1 to Senior Secured Loan and Security Agreement, dated as of the Amendment No. 1 Effective

Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent.

“Amendment

No. 1 Effective Date” means September 26, 2025.

“Amendment

No. 2” means that certain Amendment No. 2 to Senior Secured Loan and Security Agreement, dated as of the Amendment No. 2 Effective

Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the Collateral

Agent.

“Amendment

No. 2 Effective Date” means September 30, 2026.

“Anti-Corruption

Laws” are any laws, rules, or regulations relating to bribery or corruption, including without limitation the Foreign Corrupt

Practices Act and the UK Bribery Act 2010.

“Anti-Terrorism

Laws” are any laws, rules, regulations or orders relating to terrorism, sanctions or money laundering, including without limitation

Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act,

and the laws administered by OFAC.

“Approved

Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making,

purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business

or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding

clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate

of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers

or manages a Lender.

“Asset

Sale” means any Transfer, excluding:

(1)

a sale, exchange, or other Disposition of obsolete, damaged, unnecessary, unsuitable or worn out equipment, or other assets, in the ordinary

course of business, or Dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the

business of the Borrower and its Subsidiaries, taken as a whole;

(2)

the sale, conveyance, lease or other Disposition of all or substantially all of the assets of the Borrower or any Guarantor in compliance

with the provisions described under Section 7.3, as applicable, or any Disposition that constitutes a Change in Control;

(3)

any Restricted Payment that is permitted to be made, and is made, under Section 7.7 or any transaction specifically excluded from

the definition of Restricted Payment;

(4)

so long as no Event of Default is continuing or would immediately result therefrom, any Disposition of assets or issuance or sale of

Capital Stock of any Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value of less

than $2,000,000;

(5)

(x) Dispositions among the Borrower and the Guarantors or by any Subsidiary to the Borrower or any Guarantor and (y) Dispositions among

Subsidiaries which are not Guarantors;

(6)

any settlement of or payment in respect of any property or casualty insurance claim or any foreclosure, condemnation, expropriation or

similar proceeding relating to any property or assets of the Borrower or any of its Subsidiaries;

(7)

any sale or Disposition deemed to occur in connection with the granting or creation of any Lien;

(8)

[reserved];

(9)

Dispositions of intellectual property (directly or through the Disposition of Capital Stock of the owner thereof) to a Borrower or a

Guarantor;

(10)

to the extent allowable under Section 1031 of the Internal Revenue Code, any exchange of like property (excluding any boot thereon) for

use in a Permitted Business;

(11)

the settlement, termination or unwinding of any Swap Agreement;

(12)

issuances of Capital Stock pursuant to benefit plans, employment agreements, equity plans, stock subscription or shareholder agreements,

stock ownership plans and other similar plans, policies, contracts or arrangements established in the ordinary course of business or

approved by the Borrower’s Board of Directors in good faith;

(13)

Investments in the Borrower, any Subsidiary or any other Person; provided that no Disposition of any Asset shall be permitted under this

clause (13) to any Person that is not a Borrower or a Guarantor;

(14)

the sale, lease, assignment or sublease of inventory, or equipment held for sale in the ordinary course of business, and Dispositions

of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

(15)

the lease, assignment, license, sublicense or sublease of any real or personal property (other than Intellectual Property) in the ordinary

course of business;

(16)

any exchange of assets for Related Business Assets (including a combination of Related Business Assets and a de minimis amount of cash

or cash equivalents) of comparable or greater market value, as determined in good faith by the Borrower;

(17)

the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary

course of business;

(18)

Dispositions of Investments (including Capital Stock) in Joint Ventures to the extent required by, or made pursuant to customary buy/sell

arrangements between, the Joint Venture parties set forth in Joint Venture arrangements and similar binding arrangements of Joint Ventures;

(19)

the sale, exchange, or other Disposition of cash or Cash Equivalents or marketable securities in the ordinary course of business or in

connection with any Investment;

(20)

[reserved];

(21)

the lapse, abandonment or other Disposition of registered patents, trademarks and other intellectual property of the Borrower and its

Subsidiaries in the ordinary course of business to the extent not economically desirable in the conduct of their businesses;

(22)

[reserved]; and

(23)

the settlement or early termination of any Permitted Equity Derivative;

provided

that, notwithstanding anything in this definition to the contrary, each of the following shall constitute an Asset Sale: (1) any License

of Assets to a Person other than a Borrower or a Guarantor, and (2) the Disposition of Capital Stock of any Guarantor.

“Attributable

Debt” means in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation

of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including

any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated

using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP Attributable Debt

represented thereby will be the amount of liability in respect thereof determined in accordance with the definition of “Capital

Lease Obligation.”

“Blocked

Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224;

(b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject

to the provisions of, Executive Order No. 13224; (c) a Person with which any Lender is prohibited from dealing or otherwise engaging

in any transaction by any Anti-Terrorism Law; (d) a Person that commits, threatens or conspires to commit or supports “terrorism”

as defined in Executive Order No. 13224; or (e) a Person that is named a “specially designated national” or “blocked

person” on the most current list published by OFAC or other similar list.

“Board

of Directors” means the Board of Directors (or the functional equivalent thereof) of the Borrower or any duly authorized committee

of such Board of Directors.

“Borrower”

means Reed’s, Inc., a Delaware corporation.

“Borrower’s

Books” are the Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state tax

returns, records regarding the Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations

or financial condition, and all computer programs or storage or any equipment containing such information.

“Borrowing”

means a borrowing consisting of simultaneous Loans of the same type.

“Borrowing

Request” means a request for a Borrowing, which in each case shall be in the form of the Loan Payment Request Form.

“Business

Day” is, as it relates to the term “Business Day” used in Sections 2.3(d), 3.6, 6.2(xiiia)(xiv)

and 8.1, any day that is not a Saturday, Sunday or a

day on which commercial banks in New York, New York or Wilmington, Delaware are required or authorized to be closed, and as it relates

to all other references of “Business Day”, any day that is not a Saturday, Sunday or a day on which commercial banks in New

York and Wilmington, Delaware are required or authorized to be closed.

“Capital

Expenditures” means, with respect to any Person for any period, (a) all expenditures made (whether made in the form of cash

or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements

and maintenance which are properly charged to current operations), in each case that are (or should be) set forth as capital expenditures

in a consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) Capital

Lease Obligations incurred by a Person during such period.

“Capital

Lease Obligation” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other

arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified

and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized

amount thereof determined in accordance with GAAP; provided that Capital Lease Obligations shall exclude any leases that are treated

as operating leases under GAAP.

“Capital

Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other

equivalents of or interests in (however designated) stock issued by that entity, but shall not

include any debt securities convertible into or exchangeable for any securities otherwise constituting Capital Stock pursuant to this

definition. Unless the context otherwise requires, Capital Stock shall refer to Capital Stock of the Borrower.

“Cash

Equivalents” means:

(1)

(i) cash or (ii) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or

any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that,

in the case of Investments of the type described in clause (ii), the full faith and credit of the United States of America is pledged

in support thereof;

(2)

corporate debt issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-2”

(or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P (or, if at any

time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical

rating agency), in each case with maturities of not more than 365 days from the date of acquisition thereof;

(3)

time and demand deposits with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender

(as defined in any Permitted Refinancing Indebtedness thereof) or (B) has combined capital and surplus of at least $500,000,000;

(4)

fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause above (without

regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria

described in clause (c) above or with any primary dealer and having a market value at the time that such repurchase agreement is entered

into of not less than one hundred percent (100%) of the repurchase obligation of such counterparty entity with whom such repurchase agreement

has been entered into;

(5)

commercial paper maturing within one hundred eighty (180) days from the date of acquisition thereof and having, at such date of acquisition,

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

(6)

marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P,

respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another

nationally recognized statistical rating agency);

(7)

securities issued or fully guaranteed by any state, commonwealth or territory of the United States of America or by any political subdivision

(including any municipality) or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth,

territory, political subdivision or taxing authority (as the case may be) are rated at least “A” (or A-1, SP1 or other then

equivalent grade) by S&P or at least “A1” (or “Prime-1” or MIG-1 or other then equivalent grade) by Moody’s

as of the date of acquisition and, in each case, with a maturity of not more than one year from the date of acquisition thereof; and

(8)

Investments, classified in accordance with GAAP as current assets of the Borrower or any Guarantor, in any money market fund, mutual

fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered

by financial institutions that invest solely in one or more of the types of securities described in clauses (1) through (7) above.

“Change

in Control” means (a) the acquisition, directly or indirectly, by any person or group(within the meaning of Section 13(d)(3)

of the Exchange Act) other than the Permitted Holder of beneficial ownership of more than thirty-five percent (35%) of the aggregate

outstanding voting or economic power of the Capital Stock of Borrower; (b) the consummation of any sale, lease or other transfer in one

transaction or a series of transactions of all or substantially all of the consolidated assets of the Borrower and its Subsidiaries,

taken as a whole, to any Person other than one of the Borrower’s Wholly Owned Subsidiaries; (c) if at any time the Borrower ceases

to own, directly or indirectly, one hundred percent (100%) of the Capital Stock of any Subsidiary of the Borrower except pursuant to

a transaction permitted pursuant to Section 7.3 and (d) any “change of control”, “fundamental change”

or “make whole fundamental change” (or any comparable term) in any Permitted Refinancing Indebtedness or any other Indebtedness,

in each case, the aggregate principal amount of which is in excess of the Five Hundred Thousand Dollars ($500,000) (or any Permitted

Refinancing Indebtedness of any of the foregoing) and such “change of control”, “fundamental change” or “make

whole fundamental change” (or any comparable term) allows such holders to redeem such Indebtedness or otherwise requires the Borrower

to prepay or repurchase, or to offer to prepay or repurchase, such Indebtedness.

“Code”

is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided,

that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different

Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that

in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with

respect to, Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other

than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other

jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes

of definitions relating to such provisions.

“Collateral”

is any and all properties, rights and assets of each Pledgor described on Exhibit A.

“Collateral

Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by the Borrower

or any Subsidiary at any time but does not include Excluded Accounts.

“Collateral

Agent” is Cantor Fitzgerald Securities, not in its individual capacity, but solely in its capacity as collateral agent on behalf

of and for the ratable benefit of the Secured Parties.

“Commitment”

means a Term Loan Commitment. “Commitments” means the Term Loan Commitments.

“Commitment

Percentage” is set forth in Schedule 1.1(a), as amended from time to time.

“Commodity

Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be

made under the Code.

“Common

Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors

of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners,

managers or others that will control the management or policies of such Person.

“Compliance

Certificate” is that certain certificate in substantially the form attached hereto as Exhibit E.

“Control

Agreement” is any control agreement, in form and substance reasonably satisfactory to the Collateral Agent and the Required

Lenders (provided that any agreement requiring the Collateral Agent in its individual or corporate capacity to indemnify a depository

institution shall not be reasonably satisfactory), entered into among the depository institution at which the Borrower or any of its

Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which the Borrower or any of its

Subsidiaries maintains a Securities Account or a Commodity Account, the Borrower or such Subsidiary, as applicable, and Collateral Agent

pursuant to which Collateral Agent, for the ratable benefit of the Secured Parties, obtains “control” (within the meaning

of the Code) over such Deposit Account, Securities Account or Commodity Account.

“Copyrights”

are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and

derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Credit

Parties” means, collectively, the Borrower and each Guarantor.

“Default”

means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Deposit

Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made

under the Code.

“Designated

Deposit Account” means any deposit account of the Borrower, designated as such in writing by the Borrower to Whitebox.

“Designated

Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection

with an Asset Sale pursuant to Section 7.1(a) that is designated as Designated Non-Cash Consideration pursuant to a certificate

of a Responsible Officer of the Borrower, setting forth the basis of such valuation.

“Disposition”

means the sale, transfer, issuance, license, lease, contribution or other disposition (including any sale and leaseback transaction or

any contribution or other transfer in exchange for an Investment), whether in one transaction or in a series of transactions, of any

property or assets (including, without limitation, any Capital Stock of the Borrower or any of its respective Subsidiaries) by any Person

(or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal,

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

“Disqualified

Lender” means each bank, financial institution, other institutional lenders and investors and other entities identified on

a list made available to the Administrative Agent and the Required Lenders on or prior to the Effective Date.

“Disqualified

Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which

it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is

mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital

Stock, in whole or in part, on or prior to the date that is ninety-one (91) days after the Maturity Date; provided that only the

portion of the Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at

the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that if

such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any

such plan to such employees, such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased

by the Borrower in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination,

death or disability. Notwithstanding anything to the contrary in the preceding sentence, any Capital Stock that would constitute Disqualified

Stock solely because the holders of the Capital Stock have the right to require the Borrower to repurchase or redeem such Capital Stock

upon the occurrence of a change of control or similar provision will not constitute Disqualified Stock if the change of control or similar

provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to

the Revolving Loans; provided that the Borrower may not repurchase or redeem

any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 7.7. The amount

of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower

or any of its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory repurchase or redemption provisions

of, such Disqualified Stock exclusive of accrued dividends (other than the accretion, accumulation or payment-in-kind of dividends).

“Dollars,”

“dollars” and “$” each mean lawful money of the United States.

“Employee

Retention Amount” means an amount equal to the lesser of (a) $300,000 and (b) cash consisting of proceeds from any claim in

connection with employee retention tax credits and/or other similar programs of a Governmental Authority, in each case which is used

to pay retention bonuses to employees.

“Equipment”

is all “equipment” as defined in the Code with such additions to such term as may hereafter be made under the Code, and includes

without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

“ERISA”

is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.

“ERISA

Affiliate” means any entity, trade or business (whether or not incorporated) under common control with the Borrower or any

of its Affiliates within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) for purposes

of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA

Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal or partial withdrawal by the Borrower

or any of its Subsidiaries or ERISA Affiliates 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; (c) a complete or partial withdrawal by the Borrower or any of its Subsidiaries or ERISA Affiliates from

a Multiemployer Plan or notification that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered”

or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing under Section

4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as

a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan; (e)

an event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to

administer, any Pension Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due under

Section 4007 of ERISA, upon the Borrower or any of its Subsidiaries or ERISA Affiliates.

“Exchange

Act” means the United States Securities and Exchange Act of 1934, as amended, and the rules and regulation promulgated thereunder.

“Excluded

Accounts” shall mean (a) any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained

by the Borrower or any Subsidiary at any time that is used by such Person solely as a payroll account for the employees of the Borrower

or its Subsidiaries, provided that the aggregate balance maintained therein shall not exceed the aggregate amount of such payments to

be paid in the then next two (2) payroll periods or the funds in which consist solely of funds held by the Borrower or any Subsidiary

in trust for any director, officer or employee of the Borrower or any Subsidiary or any employee benefit plan maintained by the Borrower

or any Subsidiary in the ordinary course of business or funds representing deferred compensation for the directors and employees of the

Borrower or any Subsidiary, (b) escrow accounts, Deposit Accounts, Securities Accounts, Commodity Accounts, trust accounts, or any other

bank accounts, in each case either securing Permitted Liens or otherwise entered into in the ordinary course of business and consistent

with prudent business practice conduct where the Borrower or the applicable Subsidiary holds the funds exclusively for the benefit of

an unaffiliated third party, provided that the amounts in such accounts do not exceed Five Hundred Thousand Dollars ($500,000.00) at

any time, and (c) accounts that are swept to a zero balance on a daily basis to a Collateral Account that is subject to a Control Agreement.

“Existing

Indebtedness” means all Indebtedness of the Borrower and its Subsidiaries in existence on the Effective Date.

“Fair

Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s length

transaction not involving distress or necessity of either party, determined in good faith by (unless otherwise provided in this Agreement)

the Board of Directors, taking into account all relevant factors determinative of value, including, without limitation, preference rights,

lack of liquidity, control and restrictions on marketability and transferability.

“Funding

Date” is each date on which a Revolving Loan is made to or on account of the

Borrower hereunder, which

shall be a Business Day.

“GAAP”

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

“General

Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with such additions

to such term as may hereafter be made under the Code, and includes without limitation, all copyright rights, copyright applications,

copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents,

trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any

trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise

agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security

and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether

in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption

insurance), payments of insurance and rights to payment of any kind.

“Governmental

Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,

filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental

Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,

regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative

functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantor”

means any direct or indirect Subsidiary of the Borrower (including without limitation pursuant to Section 6.10).

“Guaranty”

is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise

supplemented.

“Hedging

Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices,

in each case, not entered into by such Person for speculative purposes; and

(2)

any similar transaction or combination of the foregoing, in each case, not entered into by such Person for speculative purposes.

“Indebtedness”

means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether

or not contingent and without duplication:

(1)

in respect of borrowed money;

(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3)

in respect of banker’s acceptances;

(4)

representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(5)

representing the balance deferred and unpaid of the purchase price of any property or services (excluding accounts payable incurred in

the ordinary course of business and not past due by more than 90 days) and have not been paid within ninety (90) days thereof; or

(6)

representing any Hedging Obligations.

each case, if and to the extent any of the preceding items would appear as a liability upon a balance sheet (excluding the footnotes)

of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (i) to the extent

not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person and (ii) all Indebtedness of others

secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) equal to

the lesser of (x) the Fair Market Value of such asset as of the date of determination and (y) the amount of such Indebtedness.

Notwithstanding

anything to the contrary in the foregoing paragraph, the term “Indebtedness” will not include (a) in connection with any

acquisition or any Transfer or other Disposition, purchase price adjustments, indemnities or royalty, earn-out, contingent or other deferred

payments of a similar nature, unless such payments are required under GAAP to appear as a liability on the balance sheet (excluding the

footnotes); provided that at the time of closing, the amount of any such payment is not determinable or, to the extent such payment

has become fixed and determined, the amount is paid within thirty (30) days thereafter; (b) contingent obligations incurred in the ordinary

course of business and not in respect of borrowed money; (c) deferred or prepaid revenues; (d) any Capital Stock other than Disqualified

Stock; (e) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed

obligations of the respective seller; (f) deferred compensation and severance, pension, health and welfare retirement and equivalent

benefits to current or former employees, directors or managers of such Person and its subsidiaries; (g) [reserved]; or (h) accrued expenses.

Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification Topic 815 “Derivatives

and Hedging” and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness

for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Insolvency

Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or

insolvency law, including assignments for the benefit of creditors, compositions or proceedings seeking reorganization, arrangement,

or other relief, and including any corporate action, legal proceedings or other procedure or step taken in relation to the suspension

of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement,

scheme of arrangement or otherwise) of any Person, or the appointment of a liquidator, receiver, administrative receiver, administrator,

compulsory manger or other similar officer in respect of any Person, or the enforcement of any security interest over any assets of any

Person.

“Insolvent”

means not Solvent.

“Intellectual

Property” means all of the Borrower’s or any of its Subsidiaries’ right, title and interest in and to the following:

(a)

its Copyrights, Trademarks and Patents;

(b)

any and all trade secrets, trade secret rights and corresponding rights in confidential information and other non-public or proprietary

information (whether or not patentable), including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

ideas, formulas, compositions, inventor’s notes, discoveries and improvements, manufacturing and production processes and techniques,

testing information, research and development information, invention disclosures, unpatented blueprints, drawings, specifications, designs,

plans, proposals and technical data, business and marketing plans, market surveys, market know-how and customer lists and information;

(c)

any and all Technology, including Software;

(d)

any and all design rights which may be available to the Borrower or any of its Subsidiaries;

(e)

any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation,

to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(f)

any and all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Intellectual

Property Security Agreement” means that certain Intellectual Property Security Agreement dated as of the Effective Date, between

the Credit Parties party thereto and Collateral Agent, on behalf of the Secured Parties, as the same may from time to time be amended,

restated, modified or otherwise supplemented.

“Interest

Payment Date” means the last Business Day of each calendar month and the Maturity Date, beginning with the last Business Day

of the calendar month following the Amendment No. 12

Effective Date, provided that if such date is not a Business Day, the Interest Payment Date shall be the next succeeding Business

Day.

“Internal

Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Inventory”

is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter

be made under the Code, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials,

work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody

or possession or in transit and including any returned goods and any documents of title representing any of the above.

“Inventory

/ AR Liquidity” means the fair market value of each of the Inventory and accounts receivable owned by the LoanCredit

Parties.

“Investment”

means, with respect to any specified Person, all direct or indirect investments by such specified Person in other Persons (including

Affiliates) in the forms of loans (including guarantees of Indebtedness), advances or capital contributions (excluding (i) commission,

travel and similar advances to officers and employees made in the ordinary course of business and (ii) extensions of credit to customers

or advances, deposits or payment to or with suppliers, lessors or utilities or for workers’ compensation, in each case, that are

incurred in the ordinary course of business), or purchases or other acquisitions for consideration of Indebtedness, Capital Stock or

other securities. The acquisition by the Borrower or any Subsidiary of a Person that holds an Investment in a third Person that was acquired

in contemplation of the acquisition of such Person will be deemed to be an Investment by the Borrower or such Subsidiary in such third

Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person determined as

provided in this Agreement. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time

the Investment is made and without giving effect to subsequent changes in value but after giving effect (without duplication) to all

subsequent reductions in the amount of such Investment as a result of the repayment or disposition thereof for cash, not to exceed the

original amount of such Investment.

“IRS”

means the United States Internal Revenue Service.

“Joint

Venture” means any bona fide joint venture entity or any Person (other than a Subsidiary) in which the Borrower or any of its

Subsidiaries holds Capital Stock and the joint venture parties of, or other investors in, which are not Affiliates of the Borrower or

any of its Subsidiaries.

“Junior

Indebtedness” means Indebtedness for borrowed money that is unsecured or contractually subordinated or lien subordinated to

the Obligations or to any Guaranty (excluding any intercompany Indebtedness between or among the Borrower and any of its Subsidiaries).

“Knowledge”

means to the “best of” the Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the

actual knowledge, after reasonable investigation, of the Responsible Officers.

“Lenders”

means the Term Loan Lenders.

“Lenders’

Expenses” are (a) all reasonable audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and

expenses (whether generated in house or by outside counsel), as well as appraisal fees, fees incurred on account of lien searches, inspection

fees, and filing fees) for preparing, amending, negotiating and administering the Loan Documents, and (b) all fees and expenses (including

attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing

fees) for defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency

Proceedings) or otherwise incurred by Administrative Agent, Collateral Agent and/or the Lenders in connection with the Loan Documents.

“License”

means, with respect to any Intellectual Property, any licenses or sublicenses to, or covenants not to sue, or other similar rights with

respect to such Intellectual Property.

“Lien”

is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred

or arising by operation of law or otherwise against any property.

“Loans”

shall mean any of the RevolvingTerm

Loans.

“Loan

Documents” are, collectively, this Agreement, Amendment No. 1, Amendment

No. 2, each

Control Agreement, the Pledge Agreement, the Intellectual Property Security Agreement, the Perfection Certificates, each Compliance Certificate,

each Loan Payment Request Form, any Guaranty, the Agent Fee Letter, any subordination agreements, any

note, or notes or guaranties executed by the Borrower or any other Person, any agreements creating or perfecting rights in the Collateral

(including all insurance certificates and endorsements, landlord consents and bailee consents) and any other present or future agreement

entered into by the Borrower, any Guarantor or any other Person for the benefit of any Secured Parties, in connection with this Agreement;

all as amended, restated, or otherwise modified.

“Loan

Payment Request Form” is that certain form attached hereto as Exhibit D.

“Material

Adverse Change” is (a) a material adverse change in the business, operations or condition (financial or otherwise) of the Borrower

and its Subsidiaries, when taken as a whole; or (b) a material impairment of (i) the prospect of repayment of any portion of the Obligations,

(ii) the legality, validity or enforceability of any Loan Document, (iii) the rights and remedies of Administrative Agent, Collateral

Agent or Lenders under any Loan Document except solely as the direct result of the action or inaction of the Administrative Agent, Collateral

Agent or Lenders or (iv) the validity, perfection or priority of any Lien in favor of Collateral Agent for the benefit of the Secured

Parties on any of the Collateral except solely as the direct result of the action or inaction of the Lenders (including the Lenders’

direction or failure to direct the Collateral Agent to take any action).

“Material

Agreement” is any license, agreement or other contractual arrangement required to be disclosed (including amendments thereto)

under regulations promulgated under the Securities Act or the Exchange Act, as may be amended; provided, however, that

“Material Agreements” shall exclude all real estate leases and all employee or director compensation agreements, arrangements

or plans, or any amendments thereto.

“Maturity

Date” is June 30, 2027; provided that, upon a valid exercise

of the extension option pursuant to Section 2.2(b)(iii), the Maturity Date shall be extended by three (3) months to September

30, 20262027.

“Moody’s”

means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Multiemployer

Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Borrower or any of its Subsidiaries or

ERISA Affiliates has any liability.

“Net

Proceeds” means, (a) with respect to any Disposition or any Recovery Event by the Borrower or any of its Subsidiaries, the

excess, if any, of (i) the sum of cash and Cash Equivalents received by the Borrower or any Guarantor in connection with such transaction

(including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or

otherwise, but only as and when so received, unless, for the avoidance of doubt, any such cash or Cash Equivalents received by monetization

is in the form of retained collections that do not constitute purchase price or consideration for the sale or other Disposition of the

asset subject to such Disposition received by the Borrower or any of its Subsidiaries for such Disposition) over (ii) the sum of (A)

all payments on account of any Indebtedness that is secured by the applicable asset by a Lien permitted hereunder and that is required

to be repaid (or to establish an escrow for the future repayment thereof) in connection with such transaction (other than Indebtedness

under the loan documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Person in connection with such transaction

(including, without limitation, appraisals, brokerage, legal, title and recording or transfer tax expenses and commissions and legal,

accounting and investment banking fees, sales commissions and other reasonable and customary fees and expenses) paid by such Person to

third parties (other than Affiliates), (C) the taxes paid or the Borrower’s good faith and reasonable estimation of income, franchise,

sales and other applicable taxes required to be paid as a result of such transaction, and (D) any amount subject to an escrow or provided

as a reserve against any liabilities in respect of any indemnification obligations or purchase price adjustment associated with any such

Disposition and which are reasonably expected to be paid (provided that, to the extent and at any time such amounts are not paid and

are released from such escrow or reserve to the Borrower or any Guarantor, such amounts shall constitute Net Proceeds) and (b) in connection

with any issuance or sale of Indebtedness by the Borrower or any Guarantor or any of their Subsidiaries, or any issuance or sale of Capital

Stock by the Borrower, the cash proceeds received from such issuance or incurrence, net of the reasonable and customary out-of-pocket

expenses incurred by such Person in connection with such transaction, including attorneys’ fees, investment banking fees, accountants’

fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith paid by

such Person to third parties (other than Affiliates). In the case of any non- Wholly Owned Subsidiary or Joint Venture, “Net Proceeds”

shall be reduced by the pro rata portion thereof attributable to such minority interests or interests of Joint Venture partners.

“Obligations”

are all of the Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, Administrative Agent

and Collateral Agent Fees, Administrative Agent and Collateral Agent Expenses and any other amounts the Borrower owes the Administrative

Agent, the Collateral Agent or the Lenders now or later, in connection with, related to, following, or arising from, out of or under,

this Agreement or, the other Loan Documents, or otherwise, and including interest accruing after Insolvency Proceedings begin (whether

or not allowed) and debts, liabilities, or obligations of the Borrower assigned to the Lenders, Administrative Agent and/or the Collateral

Agent in connection with this Agreement and the other Loan Documents, and the performance of the Borrower’s duties under the Loan

Documents.

“OFAC”

is the U.S. Department of Treasury Office of Foreign Assets Control.

“OFAC

Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive

Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant

to any of the rules and regulations of OFAC or pursuant to any other applicable executive orders.

“Operating

Documents” are, for any Person, such Person’s formation documents, as certified, if applicable, by the Secretary of State

(or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to

the Effective Date, and, (a) if such Person is a corporation, its bylaws and/or articles of association in current form (or equivalent),

(b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person

is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications

thereto.

“Patents”

means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, continuations-in-part,

renewals, reissues, re-examination certificates, utility models, extensions and continuations-in-part of the same.

“PBGC”

means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“Pension

Plan” means any “employee benefit pension plan” (as such term is defined in Section 3(2) of ERISA), other than

a Multiemployer Plan, which is subject to Title IV of ERISA or Sections 412 of the Internal Revenue Code or Section 302 of ERISA, and

which is or was, within the preceding six years, maintained by the Borrower, any of its Subsidiaries or any ERISA Affiliate (or to which

any such party contributed or had an obligation to contribute).

“Perfection

Certificate” means the perfection certificate delivered by the Borrower to the Lenders and the Collateral Agent on or about

the date hereof.

“Permitted

Business” means any business conducted by the Borrower or any of its Subsidiaries on the Effective Date and any business that,

in the good faith judgment of the Board of Directors, is similar or reasonably related, ancillary, supplemental or complementary thereto

or a reasonable extension, development or expansion thereof.

“Permitted

Debt” means:

(1)

[reserved];

(2)

the incurrence by the Borrower or any of its Subsidiaries of the Revolving Loans and

the related Guaranties;

(3)

the incurrence by the Borrower or any of its Subsidiaries of Existing Indebtedness;

(4)

[reserved];

(5)

the incurrence by the Borrower or any of its Subsidiaries of Permitted Refinancing Indebtedness to refinance any Indebtedness that was

permitted to be incurred under Section 7.4(a) or 7.4(b) (other than clauses (3) and (4) hereof);

(6)

the incurrence by the Borrower or any of its Subsidiaries of intercompany Indebtedness (or the guarantees of any such intercompany Indebtedness)

between or among the Borrower or any of its Subsidiaries; provided, however, that if the Borrower or any Guarantor is the

obligor on such Indebtedness and the payee is not a Borrower or a Guarantor, then such Indebtedness (other than Indebtedness incurred

in the ordinary course in connection with the cash or tax management operations of the Borrower or any of its Subsidiaries) must be expressly

subordinated to the prior payment in full in cash of all Obligations, in the case of a Borrower, or the Guaranty, in the case of a Guarantor;

provided, further, that (A) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness

being held by a Person other than the Borrower or any Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person

that is not the Borrower or any Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower

or any such Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)

contingent liabilities under performance, indemnity, bid, stay, customs, appeal, replevin and surety bonds, performance and completion

guarantees or similar instruments incurred in the ordinary course of business;

(8)

hedging obligations that are not incurred for speculative purposes but for the purpose of fixing or hedging commodity price risk, including

the price or cost of raw materials, emission rights, manufactured products or related commodities, with respect to any commodity purchases

or sales;

(9)

the guarantee by the Borrower or any of the Guarantors of Indebtedness of the Borrower or a Guarantor permitted to be incurred under

Section 7.4(a) or any other provision of Section 7.4(b), provided that the Indebtedness being guaranteed shall be

subordinated in right of payment to the Obligations;

(10)

the incurrence by the Borrower or any of its Subsidiaries of unsecured Indebtedness (other than for borrowed money) arising from customary

agreements of the Borrower or any such Subsidiary providing indemnification, deferred purchase price, non-cash earn-outs, cash earn-outs,

purchase price adjustments and other similar obligations, in each case, incurred or assumed in connection with the acquisition or sale

or other Disposition of any business, assets or Capital Stock of the Borrower or any of its Subsidiaries, other than, in the case of

any such Disposition by the Borrower or any of its Subsidiaries, guarantees of Indebtedness incurred by any Person acquiring all or any

portion of such business, assets or Capital Stock;

(11)

the incurrence of contingent liabilities arising out of endorsements of checks, drafts and other similar instruments for deposit or collection

in the ordinary course of business;

(12)

the incurrence of Indebtedness in the ordinary course of business under any agreement between the Borrower or any of its Subsidiaries

and any commercial bank or other financial institution relating to Treasury Management Arrangements;

(13)

(A) Indebtedness (other than for borrowed money) owed to any Person providing property, casualty, liability or other insurance to the

Borrower or any Guarantor, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall

be incurred only to defer the cost of, the premiums with respect to such insurance for the period in which such Indebtedness is incurred

and such Indebtedness is outstanding only for a period not exceeding twelve months and (B) take-or-pay obligations contained in supply

agreements in the ordinary course of business;

(14)

[reserved];

(15)

Indebtedness incurred by the Borrower or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit

and bank guarantees issued in the ordinary course of business, including, without limitation, letters of credit in respect of workers’

compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance

or self-insurance, or to landlords, utilities and/or vendors in the ordinary course of business, or other Indebtedness with respect to

reimbursement-type obligations regarding workers’ compensation claims; provided that any reimbursement obligations in respect thereof

are reimbursed within ninety (90) days following the due date thereof;

(16)

unsecured Indebtedness consisting of Indebtedness issued by the Borrower or any Subsidiary or any direct or indirect parent company of

the Borrower to future, current or former officers, directors, employees, consultants and independent contractors thereof, their respective

estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of the

Borrower or any direct or indirect parent company of the Borrower to the extent described in Section 7.7(b)(iii);

(17)

customer deposits and advance payments received in the ordinary course of business from customers for goods and services in the ordinary

course of business; and

(18)

Indebtedness in the form of (A) unsecured guarantees of loans and advances to officers, directors, consultants and employees, in an aggregate

amount not to exceed $1,000,000 at any one time outstanding, and (B) reimbursements owed to officers, directors, consultants and employees

of the Borrower or any of its Subsidiaries, in each case, in the ordinary course of business.

“Permitted

Holder” means D&D Source of Life Holding Ltd.

“Permitted

Investment” means:

(1)

Investments in cash and Cash Equivalents;

(2)

Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(3)

advances made in connection with purchases of goods or services in the ordinary course of business;

(4)

Investments received in settlement of amounts due to any Credit Party or any of its Subsidiaries effected in the ordinary course of business

or owing to any Credit Party or any of its Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the

foreclosure or enforcement of any Lien in favor of a Credit Party or its Subsidiaries;

(5)

Investments made by a Credit Party to or in another Credit Party; and

(6)

such other Investments consented to in writing by Required Lenders from time to time;

“Permitted

Liens” means:

(1)

Liens securing any Indebtedness (and other related Obligations) incurred pursuant to clause (2) of the definition of “Permitted

Debt”, including any Permitted Refinancing Indebtedness thereof;

(2)

Liens on property of a Person existing at the time such Person becomes a Subsidiary or is merged with or into or consolidated with the

Borrower or any Subsidiary; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation

of such Person becoming a Subsidiary or such merger or consolidation and do not extend to any assets other than those of the Person that

becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary (plus improvements and accessions to such

property or proceeds or distributions thereof);

(3)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Borrower or any Subsidiary (plus

improvements and accessions to such property or proceeds or distributions thereof); provided that such Liens were in existence

prior to such acquisition and not incurred in contemplation of such acquisition;

(4)

Liens to secure Capital Lease Obligations or purchase money obligations, as permitted to be incurred pursuant to clause (4) of the definition

of “Permitted Debt,” and encumbering only the assets acquired with or financed by such Indebtedness (and other related Obligations)

(plus improvements and accessions to such property or proceeds or distributions thereof);

(5)

Liens in the form of non-exclusive licenses or sublicenses of Intellectual Property;

(6)

(a) Liens in favor of the Borrower or the Guarantors; (b) Liens on the property of any Subsidiary that is not a Guarantor in favor of

any other Subsidiary and (c) Liens on the property of any Subsidiary of the Borrower in favor of the Borrower or any of its Subsidiaries;

(7)

Liens (other than Liens imposed by the Employee Retirement Income Security Act of 1974, as amended) in the ordinary course of business

to secure the performance of tenders, statutory obligations (other than excise taxes), insurance, surety, bid, performance, stay, customs

and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance bonds and other similar obligations

(in each case, exclusive of obligations for the payment of Indebtedness); provided that such Liens are for amounts not yet due

and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate

proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or any order entered in connection

with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

(8)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith

by appropriate proceedings promptly instituted and diligently concluded, which proceedings (or order entered in connection with such

proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; provided that any

reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(9)

(i) Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment

insurance and other types of social security and employee health and disability benefits, or casualty-liability insurance or self-insurance

and (ii) deposits in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Borrower or any

of its Subsidiaries in the ordinary course of business and supporting obligations of the type set forth in sub-clause (i); provided

that such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts

are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP,

which proceedings (or any order entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of

the property subject to any such Lien;

(10)

judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation

being contested in good faith by appropriate proceedings and for which adequate reserves have been made in conformity with GAAP;

(11)

Liens securing Hedging Obligations;

(12)

Liens in favor of any collecting or payor bank having a right of setoff, revocation, refund or chargeback with respect to money or instruments

of the Borrower or any Subsidiary on deposit with or in possession of such bank;

(13)

any obligations or duties affecting any of the property of the Borrower or any of its Subsidiaries to any municipality or public authority

with respect to any franchise, grant, license, or permit that do not materially impair the use of such property for the purposes for

which it is held;

(14)

Liens on deposit accounts incurred to secure Treasury Management Arrangements pursuant to such Treasury Management Arrangements incurred

in the ordinary course of business;

(15)

any netting or set-off arrangements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its banking arrangements

(including, for the avoidance of doubt, cash pooling arrangements) for the purposes of netting debit and credit balances of the Borrower

or any of its Subsidiaries;

(16)

[reserved];

(17)

Liens imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such

as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s

and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’

liens under operating leases entered into in the ordinary course of business); and which do not in the aggregate materially detract from

the value of the property of the Borrower and its Subsidiaries, taken as a whole, and do not materially impair the use thereof in the

operation of the business of the Borrower and its Subsidiaries, taken as a whole;

(18)

Liens on proceeds of insurance securing Indebtedness permitted pursuant to clause (13) of the definition of “Permitted Debt”;

(19)

to the extent constituting a Lien, escrow arrangements securing indemnification obligations in connection with an acquisition of a Person

or a disposition that is otherwise permitted under this Agreement;

(20)

security deposits under real property leases that are made in the ordinary course of business;

(21)

Liens arising from UCC financing statement filings regarding operating leases or consignments entered into by the Borrower and its Subsidiaries

and other precautionary UCC financing statements or similar filings;

(22)

Liens (x) granted in connection with the bank guarantees, letters of credits, or similar instruments with respect to (a) real property

leases that are made in the ordinary course of business, (b) business licenses that are obtained in the ordinary course of business,

and (c) governmental grants and other similar governmental benefits or incentives, and guarantees or restrictions related thereto, and

(y) with respect to Indebtedness permitted pursuant to clause (15) of the definition of “Permitted Debt”; and

(23)

Liens existing as of the date hereof as disclosed on Schedule 1.2.

“Permitted

Refinancing Indebtedness” means Indebtedness constituting an extension or renewal of, replacement of, or substitution for,

or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way

of defeasance (all of the above, for purposes of Section 7.4, “refinance”), then outstanding Indebtedness.

“Permitted

Subordination Agreement” means a subordination agreement reasonably acceptable to Whitebox.

“Permitted

Subordination Provisions” means subordination provisions reasonably acceptable to Whitebox.

“Person”

is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization,

association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Pledge

Agreement” means each Pledge Agreement dated as of the Effective Date, between each applicable Pledgor, and Collateral Agent,

on behalf of the Secured Parties, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Pledgor”

means each Credit Party.

“Preferred

Stock” means, with respect to any Person, any Capital Stock with preferential rights to any other Capital Stock such Person

with respect to payment of dividends or preferential rights upon liquidation, dissolution, or winding up.

“Pro

Rata Share” is, as of any date of determination, with respect to each Lender, such Lender’s

obligation to make Revolving Loans and the right to receive payments of interest, fees and principal with respect thereto,

a percentage (expressed as a decimal, rounded to the ninth decimal place) determined by dividing the Revolving

Credit Commitment aggregate outstanding principal amount

of Term

Loans held by such Lender by the aggregate Revolving

Credit Commitmentoutstanding principal amount of Term Loans

held by all Lenders.

“Prohibited

Transaction” means a “prohibited transaction” as defined in Section 406 of ERISA and Section 4975(c) of the Internal

Revenue Code.

“Property”

means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Purchase

Agreement” means that certain Purchase and Sale Agreement, dated as of September 7, 2024, by and among Whitebox Multi-Strategy

Partners, LP, Whitebox Relative Value Partners, LP, Pandora Select Partners, LP and Whitebox GT Fund, LP, as the sellers, and D&D

Source of Life Holdings Ltd., as the purchaser.

“Qualified

Cash” means the amount of the Borrower’s cash and Cash Equivalents held in accounts subject to a Control Agreement in

favor of Collateral Agent.

“Recovery

Event” means any settlement of or payment in respect of any property or casualty insurance claim or any foreclosure, condemnation,

expropriation or similar proceeding relating to any property or assets of the Borrower or any of its Subsidiaries.

“Reportable

Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events

for which the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC.

“Registered

Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter

be made under the Code.

“Registration”

means any registration, authorization, approval, license, permit, clearance, certificate, and exemption issued or allowed by Governmental

Authorities (including, without limitation, manufacturing approvals, registrations and authorizations).

“Regulatory

Action” means an administrative, regulatory, or judicial enforcement action, proceeding, investigation, order or inspection,

warning letter, untitled letter, other notice of violation letter, recall, seizure, injunction or consent decree, issued by a state,

federal, or foreign Governmental Authority, or a federal or state court.

“Related

Business Asset” means assets (other than cash or Cash Equivalents) used or useful in a Permitted Business; provided that

any assets received by the Borrower or a Subsidiary in exchange for assets transferred by the Borrower, or a Subsidiary will not be deemed

to be Related Business Assets if they consist of securities of a Person, unless such Person is, or upon receipt of the securities of

such Person, such Person would become, a Subsidiary that is a Guarantor.

“Related

Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee,

representative, attorney, accountant, auditor and each insurance, environmental, legal, financial and other advisor and other consultants

and agents of or to such Person or any of its Affiliates.

“Relevant

Governmental Boddy” 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 or the Federal Reserve Bank of New York, or any successor thereto.

“Required

Lenders” means Lenders holding at least fifty percent (50%) of the aggregate outstanding principal balance of the RevolvingTerm

Loans.

“Requirement

of Law” is as to any Person, the organizational or governing documents of such Person, including its Operating Documents, and

any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,

in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

For the avoidance of doubt, this shall include Requirements of Law concerning or relating to (i) economic or financial sanctions or trade

embargoes imposed, administered or enforced from time to time by OFAC, the U.S. Department of State, the European Union, or His Majesty’s

Treasury of the United Kingdom, or other relevant sanctions authority, (ii) (x) the pollution or protection of the environment, any environmental

media, natural resources, human health or safety, and (y) the manufacture, use, handling, processing, distribution, labeling, generation,

transportation, storage, treatment, release, threatened release, disposal or arranging for the disposal of, or exposure to, any hazardous

materials and (iii) the development, manufacturing, packaging, labeling, storage, distribution, promotion, marketing and sale of Borrower’s

products.

“Responsible

Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of the Borrower acting alone.

“Restricted

Payment” means the Borrower or any Subsidiary acting to:

(1)

declare or pay any dividend or make any payment or distribution (x) on account of the Borrower’s or any of its Subsidiaries’

Capital Stock, (including any payment made in connection with any merger or consolidation involving the Borrower or any of its Subsidiaries)

or (y) to the direct or indirect holders of the Borrower’s or any of its Subsidiaries’ Capital Stock in their capacity as

holders, other than (A) dividends or distributions by the Borrower payable solely in Capital Stock (other than Disqualified Stock) of

the Borrower or (B) dividends or distributions by the Borrower or a Subsidiary of the Borrower to the Borrower or another Subsidiary

of the Borrower (and in the case of any dividend or distribution payable on or in respect of any class or series of securities issued

by a Subsidiary of the Borrower other than a Wholly Owned Subsidiary of the Borrower or a Subsidiary of the Borrower receives at least

its pro rata share of such dividend or distribution in accordance with its Capital Stock in such class or series of securities);

(2)

purchase, redeem, defease or otherwise acquire or retire for value (including any payment made in connection with any merger or consolidation

involving the Borrower or any of its Subsidiaries) any Capital Stock of the Borrower held by Persons other than the Borrower or any Subsidiary;

(3)

purchase, repay, prepay, repurchase, redeem, defease, acquire or retire for value any (x) Disqualified Stock of the Borrower or any Subsidiary

or (y) Subordinated Indebtedness or any other Junior Indebtedness.

“Revolving

Credit Commitment” means, for any Lender, the obligation of such Lender to make any Revolving Loan,

up to the principal amount shown on Schedule

1.1(a). “Revolving

Credit Commitments”

means the aggregate amount of such commitments of all Lenders.

As of the Amendment No. 1 Effective Date, the total Revolving Credit Commitments are equal to $9,250,000.

“Revolving

Loan Unused Fee” has the meaning specified in Section 2.4(a).

“S&P”

means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.

“SEC”

means the Securities and Exchange Commission.

“Secured

Parties” means the Administrative Agent, the Collateral Agent and the Lenders.

“Securities

Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be

made under the Code.

“Securities

Act” means the Securities Act of 1933, as amended.

“Settlement

Period” has the meaning specified in Section 2.2(b)(i).

“Software”

means any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether

in source or object code; (b) databases and compilations in any form, including any and all data and collections of data, whether machine

readable or otherwise; (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing,

including Internet web sites, web content and links, source code, object code, operating systems and specifications, data, databases,

database management code, utilities, graphical user interfaces, menus, images, icons, forms, methods of processing, software engines,

platforms, development tools, library functions, compilers, and data formats, all versions, updates, corrections, enhancements and modifications

thereof, and (d) all related documentation, user manuals, training materials, developer notes, comments and annotations related to any

of the foregoing.

“Solvent”

means, with respect to any Person, that (a) the fair salable value of such Person’s consolidated assets exceeds the fair value

of such Person’s liabilities, (b) the fair salable value of such Person’s consolidated property exceeds the fair value of

such Person’s liabilities, (c) such Person is not left with unreasonably small capital giving effect to the transactions contemplated

by this Agreement and the other Loan Documents, and (d) such Person is able to pay its debts (including trade debts) as they become due

(whether at maturity or otherwise) (without taking into account any forbearance and extensions related thereto).

“Stated

Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which

the payment of interest or principal, as applicable, was scheduled to be paid in the documentation governing such Indebtedness, and will

not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled

for the payment thereof; provided, however, that, with respect to clause (3) of definition of Restricted Payments, the

Stated Maturity of any Existing Indebtedness shall be the Stated Maturity as of the Effective Date or a later date to the extent the

documents governing such Indebtedness shall have been amended or modified to provide for such later date.

“Subordinated

Indebtedness” means, with respect to the Borrower, any Indebtedness of the Borrower or any Guarantor which (i) is unsecured,

(ii) by its terms expressly and contractually subordinated in right of payment to the Obligations or any Guaranty, pursuant to (A) a

Permitted Subordination Agreement or (B) Permitted Subordination Provisions, (iii) matures after the Maturity Date, and (iv) is incurred

from a non-Affiliate of the Borrower, any Guarantor or any of their Subsidiaries.

“Subsidiary”

is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the

case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries.

For purposes of Section 8 only, “Subsidiaries” shall exclude any single Subsidiary or group of Subsidiaries where such Subsidiary’s

revenue or such group of Subsidiaries’ revenue (in each case in accordance with GAAP) or assets is less than five percent (5.0%)

of the aggregate (A) revenue or (B) assets (including both tangible and intangible, and measured as the lower of fair market value or

book value), of the Borrower and all its Subsidiaries, in each case measured on a consolidated basis for the Borrower and all its Subsidiaries.

Where such term is used without a referent Person, such term shall be deemed to mean a Subsidiary of the Borrower, unless the context

otherwise requires.

“Swap

Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or

option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments

or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction

or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services

provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Technology”

means, collectively, all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research

and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or

unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials,

and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any

form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed

by or relate to, or are used in connection with the foregoing.

“Term

Loan Commitment” means, for any Term Loan Lender, its obligation to make a Term Loan to the Borrower,

up to the principal amount shown on Schedule 1.1(a). “Term

Loan Commitments”

means the aggregate amount of such commitments of all Term

Loan Lenders.

“Term

Loan Lenders” means, at any time, the lenders holding Term Loans or Term Loan Commitments at such time.

“Trademarks”

means any trademarks, service mark rights, trade names and other identifiers indicating the business or source of goods or services,

whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the

business of the Borrower and each of its Subsidiaries connected with and symbolized by such trademarks.

“Transactions”

means the consummation of the Revolving LoanLoans,

and other transactions contemplated by the Loan Documents.

“Transfer”

means (i) the sale, conveyance, transfer, or other Disposition (whether in a single transaction or a series of related transactions)

of property or assets outside of the ordinary course of business of the Borrower or any Subsidiary, or (ii) the issuance or sale of Capital

Stock (other than directors’ qualifying shares, shares or interests required to be held by foreign nationals or other third parties

to the extent required by applicable law or Disqualified Stock) of any Subsidiary (other than to the Borrower or another Subsidiary),

whether in a single transaction or a series of related transactions.

“Treasury

Management Arrangement” means any agreement or other arrangement governing the provision of treasury or cash management services,

including, without limitation, deposit accounts, overdraft, overnight draft, credit cards, debit cards, p-cards (including purchasing

cards, employee credit card programs and commercial cards), funds transfer, automated clearinghouse, direct debit, zero balance accounts,

returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, netting

services, cash pooling arrangements, credit and debit card acceptance or merchant services and other treasury or cash management services.

“Unqualified

Opinion” means an opinion on financial statements from an independent certified public accounting firm acceptable to the Required

Lenders in their reasonable discretion which opinion shall not include any qualifications other than customary qualifications related

to negative profits and debt maturities within one year of applicable maturity date and going concern limitations.

“U.S.”

means the United States of America.

“U.S.

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 recommends that the fixed income departments of its members be closed for the entire day for

purposes of trading in United States government securities.

“Whitebox”

means Whitebox Advisors LLC.

“Wholly

Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes of this

definition, the reference to “more than 50%” in the definition of Subsidiary shall be deemed replaced by a reference to “100%”.

LOANS

AND TERMS OF PAYMENT

2.1

Promise to Pay. The Borrower hereby unconditionally promises to pay to Administrative Agent, for the account of each Lender, the

outstanding principal amount of all Revolving Loans advanced to the Borrower by such

Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement.

2.2

RevolvingThe Loans.

(a)

AvailabilityThe

Loans. Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make up

to two (2) revolving loans to the Borrower during any one-month period on and after

theon the Amendment No. 2 Effective Date and

during the term of this Agreement according to eacha term

loan in a principal amount equal to such Lender’s Revolving Credit Commitment

as set forth on Schedule 1.1(a) hereto (such loans, the “Revolving Loans”).

After repayment, the Revolving Loans may not be re-borrowed during the calendar month in which such

Revolving Loans were repaid. Each Revolving LoanThe Loans

shall be made in a minimum amount of $1,000,000 and shall be an integral multiple of $500,000. For purposes

of clarification, (i) except for purposes of this Section 2.2 (and the Revolving Credit Commitments),

Section 3 and Section 7.4 (which shall be subject to Section

7.4(d))), any calculation of the aggregate outstanding principal

amount of the Revolving Loans on any date of determination shall include the aggregate principal amount

of the Revolving Loans advanced pursuant to this Section 2.2 and

not yet repaid on or prior to such date of determination, and (ii) the aggregate outstanding principal amount of the Revolving Loans

at any time shall not exceed $9,250,000.single borrowing

on the Amendment No. 2 Effective Date and, one repaid, may not be re-borrowed.

(i)

The Borrower may borrow, repay and reborrow, the Revolving Loans on or after Effective Date and prior to the Maturity Date, subject to

the terms, provisions and limitations set forth herein.

(b)

Repayment.

(i)

Interest. The Borrower shall make payments on each Interest Payment Date of accrued and unpaid interest with respect to the RevolvingTerm

Loans. Any remaining outstanding accrued and unpaid interest with respect to the RevolvingTerm

Loans is due and payable in full on the Maturity Date. Accrued and unpaid interest shall be paid in cash,

other than pursuant to Section 2.3(f).

(ii)

Principal. The Borrower shall repay the full outstanding principal amount of the RevolvingTerm

Loans on the Maturity Date (along with any other Obligations then due and owing) or, if earlier, on the date on which they are declared

due and payable pursuant to the terms of this Agreement, and each Lender’s Revolving CreditTerm

Loan Commitment shall be reduced to zero ($0.00) on such Maturitythe

Amendment No. 2 Effective Date.

(iii)

Extension of Maturity Date. The Borrower may elect to automatically extend, which shall become effective on June 30, 2027, the Maturity

Date by three (3) months so long as, (i) it has delivered a written notice to

the Administrative Agent and the Lenders of

such extension, on or prior to March 31, 2027, (ii) prior to June 30, 2027, the outstanding amount of Term Loans shall not exceed $8,400,000

and (iii) as of June 30, 2027, no Default or Event of Default has occurred and is continuing.

(iii)

[reserved].

(iv)

The Revolving Loans may only be prepaid in accordance with Sections 2.2(d) and 2.2(e).

(c)

Mandatory Prepayments.

(i)

Prepayment Upon Acceleration. If the RevolvingTerm

Loans are accelerated (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration

of claims by operation of law)) the Borrower shall immediately pay (A) to Administrative Agent, payable to each Lender in accordance

with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the RevolvingTerm

Loans, and (ii)

[reserved], (iii) [reserved], and (iv) all other Obligations that are due and payable,

including Lenders’ Expenses owing to the Lenders and accrued and unpaid interest (including interest at the Default Rate with respect

to any past due amounts) and (B) to the Administrative Agent and Collateral Agent, an amount equal to the sum of: (i) Lenders’

Expenses owing to the Administrative Agent and Collateral Agent, (ii) Administrative Agent and Collateral Agent Fees, (iii) Administrative

Agent and Collateral Agent Expenses and (iv) any other Obligations that are due and payable to the Administrative Agent and Collateral

Agent. Any payment made pursuant to this Section 2.2(d)(i) must be made in lawful money of the United States and in immediately

available funds.

(ii)

Asset Sale Net Proceeds. If on any date the Borrower or any Subsidiary shall receive Net Proceeds from any Asset Sale, the Borrower

shall apply an amount equal to one hundred percent (100%) of such Net Proceeds, to prepay the RevolvingTerm

Loans by paying to the Administrative Agent, for the account of each Term

Loan Lender, an amount equal to the sum of: (i) all outstanding principal of the RevolvingTerm

Loans, and (ii) all other Obligations that are due and payable, including Lenders’ Expenses and accrued and unpaid interest (including

interest at the Default Rate with respect to any past due amounts) (such prepayment, an “Asset Sale Offer”). All Net

Proceeds from Asset Sales shall be deposited in a Collateral Account pending repayment in accordance with the terms of this Section

2.2(d). In the event that Net Proceeds from any Asset Sale are sufficient to pay in full all Obligations due and payable to the Lenders

set forth in clauses (i)-(ii)

above, then the Borrower (either directly or via the use of such Net Proceeds) shall also be required to pay any Obligations that are

due and payable to the Administrative Agent and Collateral Agent at such time. Any prepayment made pursuant to this Section 2.2(d)(ii)

must be made in lawful money of the United States and in immediately available funds.

(iii)

Recovery Events. If on any date the Borrower or any Subsidiary shall receive Net Proceeds of

insurance, condemnation award or other compensation in respect of any Recovery Event (or, if earlier, upon its determination not to repair

or replace any property subject to such Recovery Event or to acquire assets used or usable in the business of the Borrower and its Subsidiaries),

the Borrower apply an amount equal to one hundred percent (100%) of such Net Proceeds (less any amounts theretofore applied (or contractually

committed to be applied) to the repair or replacement of property subject to such Recovery Event or to acquire assets used or useable

in the business of the Borrower and its Subsidiaries), to prepay the Revolving Loans by paying to the Administrative Agent, for the account

of each Lender, an amount equal to the sum of (i) all outstanding principal of the Revolving Loans, and (ii) all other Obligations that

are due and payable, including Lenders’ Expenses and accrued and unpaid interest (including interest at the Default Rate with respect

to any past due amounts) (such prepayment, the “Recovery Event Offer”) and will deliver to the Administrative Agent,

concurrently with such Recovery Event Offer, a certificate signed by a Responsible Officer of the Borrower in form and substance satisfactory

to the Required Lenders and setting forth the calculation of such Net Proceeds. All Net Proceeds from Recovery Events shall be deposited

in a Collateral Account pending repayment in accordance with the terms of this Section 2.2(d).

In the event that Net Proceeds from any recovery Event are sufficient to pay in full all Obligations due and payable to the Lenders set

forth in (i)-(ii) above, then the Borrower (either directly or via the use of such Net Proceeds) shall also be required to pay any Obligations

that are due and payable to the Administrative Agent and Collateral Agent at such time. Any prepayment made pursuant to this Section

2.2(d)(iii) must be made in lawful money of the United States and in immediately available funds.

(iv)

Employee Retention Credits. If the Borrower or any Guarantor receives any cash consisting of

proceeds from any claim in connection with employee retention tax credits and/or other similar programs of a Governmental Authority,

the Borrower shall prepay the outstanding principal amount of the Loans in an amount equal to one hundred percent (100%) of the Net Proceeds

in the aggregate in excess of the Employee Retention Amount from such claims (together with accrued and unpaid interest on the Loans

so repaid), and will deliver to the Administrative Agent, concurrently with such prepayment, a certificate signed by a Responsible Officer

of the Borrower in form and substance satisfactory to the Required Lenders and setting forth the calculation of such Net Proceeds.

(iii)

(v) Incurrence

of Indebtedness. Concurrently upon the receipt by the Borrower or any Guarantor of any Indebtedness that is not Permitted Debt, the

Borrower shall prepay the outstanding principal amount of the Term

Loans

(together with accrued and unpaid interest on the Loans so repaid) in an amount equal to one hundred percent (100%) of such Net Proceeds.

Amounts

to be applied in connection with prepayments made pursuant to SectionsSection

2.2(c)(iii)-(viii)

shall be payable to each Lender in accordance with its respective Pro Rata Share; provided that any Lender may decline any such

prepayment (collectively, the “Declined Amount”), in which case the Declined Amount shall be retained by the Borrower.

The Borrower shall deliver to each Lender and the Administrative Agent notice of each prepayment of RevolvingTerm

Loans in whole or in part pursuant to Sections 2.2(c)(iii)-(viii)

not less than five (5) Business Days prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”).

Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such prepayment and (iii) the option of each

Lender to (x) decline its share of such prepayment or (y) accept its share of such prepayment. Any Lender that wishes to exercise its

option to decline such prepayment shall notify Borrower and the Administrative Agent not later than three (3) Business Days prior to

the Mandatory Prepayment Date. In the event that any Lender does not notify the Borrower and the Administrative Agent that it is exercising

its option to decline such prepayment by the third (3rd) Business Day prior to the Mandatory Prepayment Date, then such Lender shall

be deemed to have elected to receive such prepayment.

Amounts

to be applied in connection with prepayments made pursuant to Sections 2.2(c)(i)-(v) shall be

accompanied by an automatic dollar-for-dollar permanent reduction in each Lender’s respective pro rata Revolving Credit Commitment;

provided that, if any prepayment made pursuant to this Section 2.2 would reduce the amount

of the outstanding Revolving Loans to zero at a time when the Revolving Credit Commitments have been terminated, such prepayment shall

be accompanied by payment of all fees accrued to such date pursuant to Section 2.4.

The

Borrower shall not, and shall not permit any of its Subsidiaries to, use any Net Proceeds received from any Asset Sale to repay any Junior

Indebtedness.

(d)

Permitted Prepayment of Revolving Loans. The Borrower shall have

the option to prepay all, but not less than all, of the outstanding principal balance of the Revolving

Loans advanced by the Lenders under this Agreement, provided that, the Borrower (i) provides written notice to

the Administrative Agent and each Lender of its election to prepay the Revolving Loans

at least fifteen (15) Business Days prior to such prepayment, (ii) pays to the Administrative Agent, for the account of the Lenders,

on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of

(A) all outstanding principal of the Revolving Loans,

and (B) any accrued and unpaid interest, including interest at the

Default Rate (if any) with respect to any past due amounts and (C) any accrued and unpaid Revolving

Loan Unused Fees,, (iii) pays to each Lender all other Obligations that are due and

payable to such Lender on such prepayment date, including any Lenders’ Expenses, owing to such Lender, and (iv) pays to the Administrative

Agent and Collateral Agent, an amount equal to the sum of: (A) Lenders’ Expenses owing to the Administrative Agent and Collateral

Agent, (B) Administrative Agent and Collateral Agent Fees, (C) Administrative Agent and Collateral Agent Expenses and (D) any other Obligations

that are due and payable to the Administrative Agent and Collateral Agent. Any prepayment made pursuant to this Section 2.2(d)

must be made in lawful money of the United States and in immediately available funds. Notwithstanding

anything to the contrary in this Section 2.2(d), the Borrower shall be permitted to prepay the Term Loans up to an amount equal to $850,000

at any time prior to June 30, 2027.

(e)

Reduction of Revolving Credit Commitments. The Revolving Credit Commitments shall terminate

on the Maturity Date. The Borrower may reduce the Revolving Credit Commitments to an amount (which may be zero) not less than the sum

of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, and (B) the aggregate principal amount of all Revolving

Loans not yet made as to which a Loan Payment Request Form has been given by the Borrower under Section 2.2.

Each such reduction shall be (1) in an amount which is an integral multiple of $1,000,000 (or by the full amount of the Revolving Credit

Commitments in effect immediately prior to such reduction if such amount at that time is less than $1,000,000), (2) made by providing

not less than five (5) Business Days’ prior written notice to the Administrative Agent, (3) irrevocable and (4) accompanied by

the payment of the interest and fees under Sections 2.3(a) and 2.4,

if any, payable in connection with such reduction of the Revolving Credit Commitments. Once reduced, the Revolving Credit Commitments

may not be increased. Each such reduction of the Revolving Credit Commitments shall reduce the Revolving Credit Commitment of each Lender

proportionately in accordance with its Pro Rata Share thereof.

(e)

(f)

Contingency. Any notice pursuant hereto

may be contingent upon the occurrence of financing or other transaction.

2.3

Payment on the Revolving Loans.

(a)

Interest Rate. Subject to Section 2.3Sections

2.5(b), following

the Amendment No. 2 Effective Date, the principal amount outstanding under the RevolvingTerm

Loans shall accrue interest at a per annum rate equal to eight percent (8.00%)and

three-quarters percent (8.75%) (provided that, upon the Borrower’s election to extend the Maturity Date pursuant to Section

2.2(c)(iii), beginning on June 30, 2027, the principal amount outstanding under the Term Loans shall accrue interest at a per annum rate

equal to nine and one-quarter percent (9.25%)), which interest shall be payable monthly in arrears in accordance with Section

2.2(bc)(i).

Such interest shall accrue commencing on, and including, the applicable FundingAmendment

No. 2 Effective Date, and shall accrue on the principal amount outstanding under each RevolvingTerm

Loan through and including the day on which such RevolvingTerm

Loan is paid in full (or any payment is made hereunder).

(b)

Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, all Obligations shall accrue

interest at a fixed per annum rate equal to the rate that is otherwise applicable thereto plus two percentage points (2.00%) (the “Default

Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative

to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of

the Lenders.

(c)

360--Day

Year. Interest shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.

(d)

Payments. Notwithstanding anything contained in this Agreement to the contrary, (i) all payments in cash of principal and interest

by the Borrower under the Loan Documents shall be made to the Administrative Agent, for the ratable account of the Lenders, at the Administrative

Agent’s office in immediately available funds on the date specified herein and (ii) all payments of fees, reimbursements and indemnification

amounts, by the Borrower pursuant the Loan Documents shall be made directly to the Person to whom such are to be paid. Unless otherwise

expressly provided in this Agreement, principal and interest is payable in accordance with Section 2.2(bc).

Payments of principal and/or interest received after 2:00 p.m. (New York City time) are considered received at the opening of business

on the next Business Day; provided however, the Administrative Agent shall only be required to use commercially reasonable efforts

to distribute such funds to the applicable Secured Parties on such date of payment and in no event shall the Administrative Agent be

liable if such funds are not so distributed on such date of payment. When a payment is due on a day that is not a Business Day, the payment

is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be

made by the Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses,

indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in

immediately available funds.

(e)

[reserved].

(f)

[reserved].

2.4

Fees. The Borrower shall pay to Administrative Agent, the Collateral Agent or the Lenders (as applicable) the following fees, which

shall be deemed fully earned and non-refundable upon payment:

(a)

Revolving Credit Commitment Unused Fee. From and after the Effective Date, the Borrower shall

pay to the Administrative Agent for the account of the Lenders, in accordance with their Pro Rata Shares, quarterly in arrears on each

Interest Payment Date following the Effective Date, an unused fee (the “Revolving Loan Unused Fee”),

which shall accrue at the rate per annum of three percent (3.00%) on the excess, if any, of the Revolving Credit Commitments over the

sum of the average principal amount of all Revolving Loans outstanding from time to time during the preceding fiscal quarter.

(a)

(b)

Lenders’ Expenses. All Lenders’

Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through

and after the Effective Date, when due.

(b)

(c)

Administrative Agent and Collateral Agent

Fees. All fees payable to each of Administrative Agent and Collateral Agent as set forth in the Agent Fee Letter at the times and

in the amounts specified therein (such fees being referred to herein collectively as the “Administrative Agent and Collateral

Agent Fees”). The Administrative Agent and Collateral Agent Fees are in addition to reimbursement of Lenders’ Expenses

and the Administrative Agent and Collateral Agent Expenses in accordance with Section 12.2 and Exhibit B and any other

amounts owing to the Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents. The Administrative

Agent and Collateral Agent Fees shall be fully earned when due and shall not be refundable for any reason whatsoever. For the avoidance

of doubt, any amounts owing to the Administrative Agent or the Collateral Agent must be paid in lawful money of the United States and

in immediately available funds.

2.5

Taxes; Increased Costs. The Borrower, Administrative Agent, Collateral Agent and the Lenders each hereby agree to the terms and conditions

set forth on Exhibit C.

2.6

[Reserved].

2.7

[Reserved].

2.8

[Reserved].

2.6

2.9

Borrowing Requests.

(a)

Notice by Borrower. EachThe

Borrower shall deliver a Borrowing

shall be made upon the Borrower’s irrevocable noticeRequest

to the Administrative Agent. Each such notice shall be in the form of a written Borrowing Request

on the Amendment No. 2 Effective Date , appropriately

completed and signed by a Responsible Officer of the Borrower, and must be received by the Administrative

Agent not later than three (3) Business Days prior to the requested Borrowing.

(b)

Content of Borrowing Requests. Each Borrowing Request for a Borrowing pursuant to this Section 2.92.6

shall specify the following information in compliance with Section 2.2: (i) the aggregate amount of the requested Borrowing; (ii)

the date of such Borrowing (which shall be a Business Day); and (iii) the location and number of the Borrower’s account to which

funds are to be disbursed.

(c)

Notice by Administrative Agent to Lenders. Promptly following receipt of a Borrowing Request, the Administrative Agent shall advise

each Lender of the details thereof and such Lender’s portion of eachthe

resulting Borrowing.

(d)

All Term Loans under this Agreement shall be made by the Lenders

simultaneously and proportionately to their Pro Rata Shares of the Revolving Credit CommitmentTerm

Loan Commitments, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender

in that other Lender’s obligations to make a Loan requested hereunder, nor shall the Term

Loan Commitment

of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make

a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement

regardless of the failure by any other Lender.

(a) Each Term Loan Lender shall make its Pro Rata Share of the RevolvingTerm

Loan available to the Administrative Agent, in immediately available funds, in the Administrative Agent's Accounts no later than 3:00

p.m. (New York City time) (provided that the Administrative Agent requests payment from such Lender not later than 10:00 a.m.

(New York City time)) on the date of the proposed RevolvingTerm

Loan. The Administrative Agent will make the proceeds of such RevolvingTerm

Loans available to the Borrower on the day of the proposed RevolvingTerm

Loan by causing an amount, in immediately available funds, equal to the proceeds of all such RevolvingTerm

Loans received by the Administrative Agent in the Administrative Agent'sAgent’s

Accounts or the amount funded by the Administrative Agent on behalf of the RevolvingTerm

Loan Lenders to be deposited in an account designated by the Borrower. Notwithstanding

the foregoing, the Term Loans borrowed on the Amendment No. 2 Effective Date shall be deemed converted in accordance with the terms of

Amendment No. 2.

2.10

[Reserved].

CONDITIONS

OF LOANS

3.1

Conditions Precedent to the Effective Date. The effectiveness of this Agreement is subject to the condition precedent that the Administrative

Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to each Lender, such documents, and

completion of such other matters, as each Lender may reasonably deem necessary or appropriate, including, without limitation:

(a)

a duly executed counterpart of this Agreement, each duly executed by each party hereto (which may include telecopy transmission of a

signed signature page); and

(b)

to the extent requested by the Lenders, Administrative Agent or Collateral Agent, all documentation and other information required by

regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations.

3.2

Additional Conditions Precedent to Revolving Loans on the Effective Date. Each Lender’s obligation to make

the Revolving Loan is also subject to satisfaction or waiver of the following conditions precedent on the Effective Date:

(a)

duly executed counterpart of the Loan Documents (other than this Agreement), each duly executed by each party thereto (which may include

telecopy transmission of a signed signature page);

(b)

receipt by Administrative Agent and each Lender of an executed Loan Payment Request Form from the Borrower in the form of Exhibit

D attached hereto;

(c)

a completed Perfection Certificate for each Credit Party;

(d)

the Operating Documents and good standing certificates of each Credit Party certified by the Secretary of State of the State of Delaware

or other applicable authority, as applicable, and each jurisdiction in which each Credit Party, as applicable, is qualified to conduct

business, each as of a date no earlier than thirty (30) days prior to the Effective Date;

(e)

certificates of each Credit Party, each in substantially the form of Exhibit F hereto executed

by the Secretary of the Borrower with appropriate insertions and attachments, including with respect to (i) the Operating Documents of

such Person and (ii) the resolutions adopted by the Board of Directors or equivalent appropriate authorizing authority for the purpose

of approving the transactions contemplated by the Loan Documents;

(f)

certified copies, dated as of a date no earlier than the later of (x) thirty (30) days prior to the Effective Date and (y) the day after

the filing of termination statements evidencing the repayment in full and release of liens with respect to the Borrower’s existing

Indebtedness described under Section 3.2(k) below, of financing statement searches, as the Lenders

shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing

statements either constitute Permitted Liens or have been will be terminated or released;

(g)

receipt by the Administrative Agent of a customary opinion of Barton LLP, counsel for the Loan Parties, dated as of the Funding Date

and addressed to the

Administrative Agent and the Lenders,

in form and substance reasonably acceptable to the Required Lenders;

(h)

receipt by the Administrative Agent of a solvency certificate substantially in the form of Exhibit H

attached hereto, from the chief financial officer (or other officer with reasonably equivalent duties) of the Borrower, certifying

that the Borrower and its Subsidiaries, on a consolidated basis after giving effect to the Transactions and the other transactions contemplated

hereby, are solvent;

(i)

[reserved];

(j)

duly executed copies of such intellectual property security agreements and other security agreements and deliverables (including insurance

certificates and endorsements) as reasonably requested by the Required Lenders in accordance with Section 4.1;

(k)

[reserved];

(l)

a payoff letter in form and substance satisfactory to the Lenders evidencing the repayment in full and release of liens with respect

to the Borrower’s existing Indebtedness, including, without limitation, with respect to the ABL Agreement;

(m)

the representations and warranties in Section 5 hereof shall be true, accurate and complete in

all material respects on such Funding Date; provided, however, that such materiality qualifier shall not be applicable

to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,

further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete

in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of

the Revolving Loan;

(n)

no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist;

(o)

payment of the fees, Lenders’ Expenses and Administrative Agent and Collateral Agent Fees then due as specified in Section

2.4 hereof (and Administrative Agent and Collateral Agent shall have received a fully executed copy of the Agent

Fee Letter) and the fees and disbursements of counsel to the Administrative Agent and Collateral Agent related to the negotiation and

execution and delivery of this Agreement and the other Loan Documents;

(p)

cause the Lenders and Collateral Agent to receive (i) evidence that all financing statements in the jurisdiction of organization of the

Borrower and each Guarantor that the Lenders may deem reasonably necessary and (ii) each other document required by any Loan Document

or under any applicable Requirement of Law to be filed, registered or recorded in order to create in favor of the Collateral Agent, for

the ratable benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such Loan Document,

in proper form for filing, registration or recordation;

(q)

duly executed copies of each of the Pledge Agreement, and the Intellectual Property Security Agreement, together with all executed closing

deliverables and notices required pursuant to the terms thereof;

(r)

[reserved];

(s)

[reserved];

(t)

[reserved];

Each

Lender, by delivering its signature page to this Agreement and funding a Revolving Loan, shall be deemed to have consented to, approved

or accepted or to be satisfied with, each Loan Document and each other document required hereunder to be consented to, approved by or

acceptable or satisfactory to a Lender.

3.3

Additional Conditions Precedent to Revolving Loans after the Effective Date. Each Lender’s obligation to make

the Revolving Loan is also subject to satisfaction or waiver of the following conditions precedent on the Effective Date.

(a)

no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist;

(b)

the representations and warranties in Section 5 hereof shall be true, accurate and complete in

all material respects on such Funding Date; provided, however, that such materiality qualifier shall not be applicable

to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided,

further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete

in all material respects as of such date;

(c)

receipt by Administrative Agent and each Lender of an executed Loan Payment Request Form from the Borrower in the form of Exhibit

D attached hereto; and

(d)

following the applicable borrowing of Revolving Loans, the Borrower has not made more than two borrowings of Revolving Loans during the

fiscal month the Borrowing will occur.

Delivery

of a Loan Payment Request Form from the Borrower pursuant to Section 3.3(c) above shall be deemed

a representation from the Borrower that the conditions set forth in Section 3.3(a) and (b)

are true and correct at the time of delivery of the Loan Payment Request Form and on the date the Revolving Loans will be drawn.

3.2

3.4 Covenant

to Deliver. The Borrower agrees to deliver to the Lenders each item required to be delivered to the Lenders under this Agreement as a

condition precedent to the Revolving LoanLoans.

The Borrower expressly agrees that any Revolving Loan made prior to the receipt by any

Lender of any such item shall not constitute a waiver by any Lender of the Borrower’s obligation to deliver such item, and any

such Revolving Loan in the absence of a required item shall be made in each Lender’s

sole discretion.

3.3

3.5 Procedures

for Borrowing. The Borrower shall deliver to each

Lender and the Administrative Agent by electronic mail or facsimile a completed Loan Payment Request Form executed by a Responsible Officer

or his or her designee no later than the time required pursuant to Section 2.92.6(a).

Each Lender may rely on any telephone notice given by a personPerson

whom such Lender reasonably believes is a Responsible Officer or designee. On each Funding Date of the

Revolvingany Loan, each Lender shall credit and/or transfer (as applicable) to the Designated

Deposit Account, an amount equal to its Revolving Creditapplicable

Commitment in respect of such Revolving Loan.

3.4

3.6

Post-Closing Obligations. Notwithstanding

any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Effective

Date, the Borrower shall, and shall cause each applicable Subsidiary to:

(a)

deliver to the Administrative Agent and Lenders evidence satisfactory to the Lenders that the insurance policies required by Section

6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses

or endorsements in favor of Collateral Agent, for the ratable benefit of the Secured Parties, no later than thirty (30) days after the

Effective Date (or such later date as the Required Lenders may agree);

(b)

use commercially reasonable efforts to deliver to Collateral Agent and the Lenders a landlord’s consent (or appropriate documentation

based on the location, in each case in form and substance reasonably satisfactory to the Collateral Agent and the Required Lenders) executed

in favor of Collateral Agent in respect of all of the Borrower’s and each Subsidiaries’ U.S. leased locations where the Collateral

held at such location is valued (based on book value) in excess of Five Hundred Thousand Dollars ($500,000.00) no later than thirty (30)

days after the Effective Date (or such later date as the Required Lenders may agree); and

(c)

deliver to Collateral Agent and the Lenders duly executed Control Agreements with respect to any Collateral Accounts maintained by each

Credit Party no later than thirty (30) days after the Effective Date (or such later date as the Required Lenders may agree).

CREATION

OF SECURITY INTEREST

4.1

Grant of Security Interest. Each Pledgor hereby grants to Collateral Agent, for the ratable benefit of the Secured Parties, to secure

the payment and performance in full of all of the Obligations, a continuing first priority security interest in, and pledges to Collateral

Agent, for the ratable benefit of the Secured Parties, the Collateral, wherever located, whether now owned or hereafter acquired or arising,

and all proceeds and products and supporting obligations (as defined in the Code) in respect thereof.

any Pledgor shall acquire any commercial tort claim (as defined in the Code), such Pledgor shall grant to Collateral Agent, for the ratable

benefit of the Secured Parties, a first priority security interest therein and in the proceeds and products and supporting obligations

(as defined in the Code) thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory

to Collateral Agent and the Required Lenders.

Collateral

Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid or exchanged

in full. Upon payment or exchange in full of the Obligations (other than inchoate indemnity obligations pursuant to the terms of this

Agreement) and at such time as the Lenders’ obligation to extend Revolving Loans

has terminated and all outstanding Loans have been repaid,

Collateral Agent shall (acting at the direction of the Required

Lenders), at the sole cost and expense of the Pledgors, release its Liens in the Collateral and all rights therein shall revert to such

Pledgor.

4.2

Authorization to File Financing Statements. Each Pledgor hereby authorizes (without obligation) the Lenders and Collateral Agent

to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral

(held for the ratable benefit of the Secured Parties), without notice to the Borrower, with all appropriate jurisdictions to perfect

or protect Collateral Agent’s interest or rights under the Loan Documents. Notwithstanding anything herein to the contrary, Collateral

Agent shall have no obligation to file any financing statements or take any other actions required to perfect Collateral Agent’s

security interests in the Collateral.

REPRESENTATIONS

AND WARRANTIES

The

Borrower and each Subsidiary hereby represents and warrants to Administrative Agent, Collateral Agent and the Lenders as follows:

5.1

Due Organization, Authorization: Power and Authority. The Borrower and each of its Subsidiaries is duly existing (or incorporated

as the case may be) and in good standing as a Registered Organization in its jurisdictions of organization or formation and the Borrower

and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct

of its businesses or its ownership of property requires that it be so qualified except where the failure to do so could not reasonably

be expected to have a Material Adverse Change. In connection with this Agreement, the Borrower and each of its Subsidiaries has delivered

to Administrative Agent, Collateral Agent and the Lenders the Perfection Certificate. For the avoidance of doubt, Administrative Agent,

Collateral Agent and Lenders agree that the Borrower may from time to time update certain information in the Perfection Certificates

after the Effective Date to the extent permitted by one or more specific provisions in this Agreement. The Borrower represents and warrants

that all the information set forth on the Perfection Certificates pertaining to the Borrower and each of its Subsidiaries is accurate

and complete, in all non-ministerial respects.

The

execution, delivery and performance by the Borrower and each Guarantor of the Loan Documents to which it is, or they are, a party have

been duly authorized, and do not (i) conflict with any of the Borrower’s or such Guarantor’s organizational documents, including

its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of

Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination

or award of any Governmental Authority by which the Borrower or such Guarantor, or any of their property or assets may be bound or affected,

(iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except

such Governmental Approvals which have already been obtained and are in full force and effect) or are being obtained pursuant to Section

6.1(b), or (v) constitute an event of default or material breach under any Material Agreement by which the Borrower, any of

its Subsidiaries or any of their respective properties, is bound. Neither the Borrower nor any of its Subsidiaries is in default or material

breach under any Material Agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably

be expected to have a Material Adverse Change.

5.2

Collateral.

(a)

Each Pledgor has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant

a Lien under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and no Pledgor has any Deposit Accounts,

Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts,

if any, described on Schedule 5.2(a), in respect of which such Pledgor has given Administrative Agent, Collateral Agent and the

Lenders notice and, upon completion of the obligations set out in Section 3.63.4,

taken such actions as are necessary to give Collateral Agent a perfected security interest therein as required under this Agreement and

the other Loan Documents, in each case of the priority contemplated thereunder. The Accounts are bona fide, existing obligations of the

Account Debtors.

(b)

The security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral,

subject only to involuntary Permitted Liens that, under applicable law, have priority over Collateral Agent’s Lien.

(c)

On the Effective Date, and except as disclosed on Schedule 5.2(c), (i) the Collateral is not in the possession of any third party

bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Five Hundred Thousand Dollars ($500,000.00).

(d)

All Inventory and Equipment is in all material respects of good and marketable quality, free from material defects.

(e)

the Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and

clear of all Liens other than Permitted Liens and non-exclusive licenses for off-the-shelf software that is commercially available to

the public. Except as noted on Schedule 5.2(e) and on the Perfection Certificate (which, upon the consummation of a transaction

not prohibited by this Agreement, may be updated to reflect such transaction), neither the Borrower nor any of its Subsidiaries is a

party to, nor is bound by, any material license or other Material Agreement.

(f)

Neither the Borrower nor any of its Subsidiaries has used any software or other materials that are subject to an open-source or similar

license (including the General Public License, Lesser General Public License, Mozilla Public License, or Affero License) (collectively,

“Open Source Licenses”) in a manner that would cause any software or other materials owned by the Borrower or used

in any Borrower products to have to be (i) distributed to third parties at no charge or a minimal charge, (ii) licensed to third parties

for the purpose of creating modifications or derivative works, or (iii) subject to the terms of such Open Source License.

(g)

Each current and former employee and contractor of the Borrower and its Subsidiaries involved in development or creation of any material

Intellectual Property has assigned any and all inventions and ideas of such Person in and to such Intellectual Property to the Borrower

or such Subsidiary, except where failure to do so could not reasonably be expected to have a Material Adverse Change, in each case individually

or in the aggregate.

(h)

No settlement or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by the Borrower or any of

its Subsidiaries or exist to which the Borrower or such Subsidiary is bound that adversely affect its rights to own or use any Intellectual

Property except as could not be reasonably expected to result in a Material Adverse Change, in each case individually or in the aggregate.

5.3

Subsidiaries’ Equity Interests. All of the issued ownership interests of each of the Subsidiaries of the Borrower are duly

authorized and validly issued, fully paid, nonassessable, and directly owned by the Borrower or its applicable Subsidiary and are free

and clear of all Liens other than Permitted Liens and not subject to any preemptive rights, rights of first refusal, option, warrant,

call, subscription, and similar rights, other than as required by applicable law.

5.4

Litigation. Except as disclosed on Schedule 5.4 and on the Perfection Certificate or with respect to which the Borrower has

provided notice as required hereunder, there are no actions, suits, investigations, or proceedings pending or, to the Knowledge of the

Responsible Officers, threatened in writing by or against the Borrower or any of its Subsidiaries involving more than Five Hundred Thousand

Dollars ($500,000.00).

5.5

No Broker’s Fees. None of the Borrower nor any of its Subsidiaries are party to any contract, agreement or understanding with

any Person that would give rise to a valid claim against them or the Lenders for a brokerage commission, finder’s fee or like payment

in connection with the Loan Documents and the transactions contemplated thereby.

5.6

No Material Adverse Change; Financial Statements. All consolidated financial statements for the Borrower and its consolidated Subsidiaries

delivered to the Lenders fairly present, in conformity with GAAP, and in all material respects the consolidated financial condition of

the Borrower and its consolidated Subsidiaries, and the consolidated results of operations of the Borrower and its consolidated Subsidiaries

as of and for the dates presented. Since December 31, 2023, there has not been a Material Adverse Change which has not been disclosed

in writing to Whitebox.

5.7

Solvency. The Borrower and each of its Subsidiaries, when taken as a whole, are Solvent.

5.8

Regulatory Compliance. Neither the Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled”

by an “investment company” under the Investment Company Act of 1940, as amended. Neither the Borrower nor any of its Subsidiaries

is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve

Board of Governors). The Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards

Act. Neither the Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding

company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public

Utility Holding Company Act of 2005. Neither the Borrower nor any of its Subsidiaries has violated any laws, order, ordinances or rules,

the violation of which could reasonably be expected to have a Material Adverse Change. Neither the Borrower’s nor any of its Subsidiaries’

properties or assets has been used by the Borrower or such Subsidiary or, to the Borrower’s Knowledge, by previous Persons, in

disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with material applicable

laws. The Borrower and each of its Subsidiaries has obtained all material consents, approvals and authorizations of, made all material

declarations or filings with, and given all material notices to, all Governmental Authorities that are necessary to continue their respective

businesses as currently conducted.

None

of the Borrower, any of its Subsidiaries, or any of the Borrower’s or its Subsidiaries’ Affiliates or any of their respective

agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of

any Anti-Terrorism Law or Anti-Corruption Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or

has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or Anti-Corruption

Law, or (iii) is a Blocked Person. None of the Borrower, any of its Subsidiaries or, to the Knowledge of the Borrower, any of their Affiliates

or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any

business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person,

or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive

Order No. 13224, any similar executive order or other Anti-Terrorism Law.

Each

of the Borrower and its Subsidiaries is in compliance with Requirements of Law of the U.S. Food and Drug Administration and each other

Governmental Authority applicable to it or its property and possesses all material Registrations necessary to enable it to conduct the

business in which it is now engaged in compliance with any Requirement of Law.

5.9

Investments. Neither the Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities,

except for as disclosed in Schedule 5.9.

5.10

Tax Returns and Payments; Pension Contributions. The Borrower and each of its Subsidiaries have timely filed all required tax returns

and reports (or giving effect to validly obtained extensions of time to file such tax returns and reports), and the Borrower and each

of its Subsidiaries, have fully and timely paid all foreign, federal, state, and local Taxes, assessments, deposits and contributions

owed by the Borrower and such Subsidiaries in a cumulative amount greater than One Hundred Thousand Dollars ($100,000.00), in all jurisdictions

in which the Borrower or any such Subsidiary is subject to Taxes, including the United States, unless such Taxes are being contested

in accordance with the next sentence. The Borrower and each of its Subsidiaries, may defer payment of any contested Taxes, provided that

the Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently

instituted and conducted; (b) maintains adequate reserves or other appropriate provisions on its books in accordance with GAAP, and provide

that such action would not involve, in the reasonable judgment of the Required Lenders, any risk of the sale, forfeiture or loss of any

material portion of the Collateral. Neither the Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for

any of the Borrower’s or such Subsidiary’s, prior Tax years which could result in additional Taxes in a cumulative amount

greater than One Hundred Thousand Dollars ($100,000.00) becoming due and payable by the Borrower or its Subsidiaries. The Borrower and

each of its Subsidiaries and ERISA Affiliates have paid all amounts necessary to fund all present pension, profit sharing and deferred

compensation plans in accordance with their terms (including, without limitation, any required contributions to a Multiemployer Plan

or a Pension Plan), and neither the Borrower nor any of its Subsidiaries or ERISA Affiliates has withdrawn from participation in, has

permitted partial or complete termination of, or has permitted the occurrence of any other event, including, without limitation, a Prohibited

Transaction, with respect to, any such plan (including any Multiemployer Plan) which could reasonably be expected to result in any liability

of the Borrower or its Subsidiaries, including any liability to the PBGC or any other Governmental Authority.

5.11

Use of Proceeds. The Borrower shall use the proceeds of the Revolving Loans to repay all Obligations

(as such term is defined in the ABL Agreement) under the ABL Agreement, with remaining amounts to be used for the payment of currently

outstanding trade payables, and any excess to be used for working capital and to fund its general business requirements.Term

Loans to refinance the outstanding revolving loans owed to the Lenders hereunder.

5.12

Full Disclosure. No written representation, warranty or other statement of the Borrower or any of its Subsidiaries in any certificate

or written statement, when taken as a whole, given to Administrative Agent, Collateral Agent or any Lender, as of the date such representation,

warranty, or other statement was made, taken together with all such written certificates and written statements given to Administrative

Agent, Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to

make the statements contained in the certificates or statements not misleading (it being recognized that projections and forecasts provided

by the Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period

or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.13

Enforceability. The Loan Documents have been duly authorized by the Borrower, and, upon the consummation of the transactions contemplated

by the Loan Documents, shall constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in

accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,

transfer, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless

of whether such enforceability is considered in a proceeding in equity or at law).

5.14

[Reserved].

5.15

[Reserved].

5.16

[Reserved].

5.14

5.17

Exchange Act Compliance.

All documents filed with the SEC by the Borrower under the Exchange Act are hereinafter referred to herein as the “Exchange

Act Reports”. The Exchange Act Reports, when they were or are filed with the SEC, conformed or will conform in all material

respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the SEC thereunder. The Exchange

Act Reports did not, when filed with the SEC, contain an untrue statement of material fact or omit to state a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5.18

[Reserved].

5.19

[Reserved].

AFFIRMATIVE

COVENANTS

long as any Obligations (other than inchoate indemnification obligations) remain outstanding, the Borrower shall, and shall cause each

of its Subsidiaries to, do all of the following:

6.1

Government Compliance.

(a)

Other than specifically permitted hereunder, maintain its and all its Subsidiaries’ legal existence and good standing in their

respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably

be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which the Borrower or any of its Subsidiaries

is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change.

(b)

Obtain and keep in full force and effect, all of the material Governmental Approvals or Registrations necessary for the performance by

the Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security

interest to Collateral Agent for the ratable benefit of the Secured Parties, in all of the Collateral.

6.2

Financial Statements, Reports, Certificates; Notices.

(a)

Deliver to Administrative Agent and each Lender:

(i)

solely upon the Administrative Agent’s request therefor, at the Request of the Required Lenders, the Borrower shall promptly deliver

a company prepared consolidated and, if prepared by the Borrower, consolidating balance sheet, income statement and cash flow statement

covering the consolidated operations of the Borrower and its consolidated Subsidiaries for such month certified by a Responsible Officer

and in a form reasonably acceptable to the Required Lenders;

(ii)

as soon as available, but no later than sixty (60) days after the last day of each of the Borrower’s fiscal quarters, a company

prepared consolidated and, if prepared by the Borrower, consolidating balance sheet, income statement and cash flow statement covering

the consolidated operations of the Borrower and its consolidated Subsidiaries for such fiscal quarter certified by a Responsible Officer

and in a form reasonably acceptable to the Required Lenders;

(iii)

as soon as available, but no later than one hundred twenty (120) days after the last day of the Borrower’s fiscal year, audited

consolidated financial statements covering the consolidated operations of the Borrower and its consolidated Subsidiaries for such fiscal

year, prepared under GAAP, consistently applied, together with an Unqualified Opinion on financial statements from an independent certified

public accounting firm reasonably acceptable to the Required Lenders (it being understood that any accounting firm of national standing

is reasonably acceptable to the Required Lenders);

(iv)

solely upon the Administrative Agent’s request therefor, at the Request of the Required Lenders, the Borrower shall promptly deliver

a company report in form and substance satisfactory to the Required Lenders detailing the Inventory / AR Liquidity as of the last day

during the month ending immediately prior to such request;

(v)

within five (5) days of delivery, copies of all non-ministerial material statements, reports and notices made available generally to

the Borrower’s security holders (other than materials provided to members of the Board of Directors solely in their capacities

as security holder); provided, however, the foregoing may be subject to such exclusions and redactions as the Borrower

deems reasonably necessary, in the exercise of their good faith judgment, in order to (i) preserve the confidentiality of highly sensitive

information, (ii) prevent impairment of the attorney client privilege or (iii) avoid conflict of interest with Lenders for new financing;

(vi)

promptly following a Responsible Officer becoming aware of any of the following, written notice of the occurrence of an ERISA Event,

or the intention of the Borrower or one of its Subsidiaries or ERISA Affiliates to terminate a Plan or to withdraw or partially withdraw

from a Multiemployer Plan;

(vii)

[reserved];

(viii)

[reserved];

(vii)

(ix)

upon a Lender’s request, prompt delivery

(and in any event within five (5) days after such request) of copies of all material correspondence, reports, documents and other filings

with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals

material to the Borrower’s business or that otherwise could reasonably be expected to have a Material Adverse Change, except to

the extent filed with the SEC;

(viii)

(x)

prompt notice of any event that (A) could reasonably

be expected to materially and adversely affect the value of the Intellectual Property or (B) could reasonably be expected to result in

a Material Adverse Change;

(ix)

(xi)

written notice delivered at least ten (10)

days prior to the Borrower’s creation of a New Subsidiary in accordance with the terms of Section 6.10);

(x)

(xii)

written notice delivered at least twenty (20)

days prior to the Borrower (A) adding any new offices or business locations in the U.S., including warehouses (unless such new offices

or business locations contain less than Five Hundred Thousand Dollars ($500,000.00) in assets or property of the Borrower or any of its

Subsidiaries or are contract manufacturing sites), (B) changing its respective jurisdiction of organization, (C) changing its organizational

structure or type, (D) changing its respective legal name, or (E) changing any organizational number(s) (if any) assigned by its respective

jurisdiction of organization;

(xi)

(xiii)

upon the Borrower becoming aware of the existence

of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default,

prompt (and in any event within one (1) Business Day) written notice of such occurrence, which such notice shall include a reasonably

detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute

an Event of Default, and Borrower’s proposal regarding how to cure such Event of Default or event;

(xii)

(xiv)

prompt notice if the Borrower or such Subsidiary

has Knowledge that the Borrower, or any Subsidiary or Affiliate of the Borrower, is listed on the OFAC Lists or (a) is convicted on,

(b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or

predicate crimes to money laundering;

(xiii)

(xv)

notice of any commercial tort claim (as defined

in the Code) or letter of credit rights (as defined in the Code) held by the Borrower or any Guarantor, in each case in an amount greater

than Five Hundred Thousand Dollars ($500,000.00) and of the general details thereof;

(xiv)

(xvi)

if the Borrower or any of its Subsidiaries

is not now a Registered Organization but later becomes one, written notice of such occurrence and information regarding such Person’s

organizational identification number within seven (7) Business Days of receiving such organizational identification number;

(xv)

(xvii)

an updated Perfection Certificate to reflect

any amendments, modifications and updates, if any, to certain information in the Perfection Certificate after the Effective Date to the

extent such amendments, modifications and updates are permitted by one or more specific provisions in this agreement; provided

that delivery of such updated Perfection Certificate shall only be required once every fiscal quarter, starting with the month ending

December 31, 2024;

(xvi)

(xviii)

prompt written notice of the commencement of,

and any material development in, the proceedings contemplated by Section 5.8 hereof;

(xvii)

(xix)

prompt written notice of any litigation or

governmental proceedings pending or threatened (in writing) against the Borrower or any of its Subsidiaries, which could reasonably be

expected to result in damages or costs to the Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000.00); and

(xviii)

(xx)

other information as reasonably requested by

any Lender.

Notwithstanding

the foregoing, (x) the financial statements required to be delivered pursuant to clauses (ii) and (iii) above may be delivered electronically

and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link

thereto, on the Borrower’s website on the internet at the Borrower’s website address or filed with the SEC (provided that

the Borrower shall provide “soft copies” of such documents to the Administrative Agent) and (y) a Lender may designate an

entity to receive information provided under this Section 6.2(a) (other than any information filed with the SEC); provided

that Whitebox designates Administrative Agent as its designee as of the Effective Date and reserves the right to designate a third party

subject to the confidentiality obligations herein to receive such information. In furtherance of the foregoing, and notwithstanding anything

herein to the contrary, in no event shall the Administrative Agent (i) have any duties or obligations with respect to such designation

other than to receive the information required to be delivered by the Borrower to Whitebox pursuant to this Section 6.2(a) on

Whitebox’s behalf, (ii) be responsible or liable for monitoring delivery of such information by the Borrower or soliciting such

information from the Borrower, (iii) be liable to Whitebox or any other Person with respect to such designation as its designee, including

without limitation, for any violation of any securities or other laws or the receipt or non-receipt of non-public information by any

Person or (iv) be charged with knowledge of any information contained in such deliverables received by it as designee for Whitebox. Whitebox

hereby directs the Administrative Agent to not provide any information received by the Administrative Agent as Whitebox’s designee

pursuant to this Section 6.2(a) to Whitebox unless directed in writing otherwise by Whitebox (including by e-mail).

(b)

Concurrently with the deliveries in Sections 6.2(a)(i), 6.2(a)(ii) and 6.2(a)(iii), deliver to each Lender a duly

completed Compliance Certificate signed by a Responsible Officer;

(c)

Keep proper, complete and true books of record and account in accordance with GAAP in all material respects. The Borrower shall, and

shall cause each of its Subsidiaries to, at the sole cost of the Borrower, allow Administrative Agent, Collateral Agent or any Lender,

during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred

and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records,

and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than

once every year unless (and more frequently if) an Event of Default has occurred and is continuing.

(d)

Notwithstanding anything set forth above to the contrary, if any notice or Compliance Certificate required to be furnished pursuant to

this Section 6.2 contains material non-public information (any such notice, a “MNPI Notice”), the Borrower,

instead of delivering such MNPI Notice to each Lender, shall promptly notify each Lender in writing or orally that the Borrower desires

to deliver an MNPI Notice. Within five (5) Business Days of receipt of such notification, each Lender may either (i) refuse the delivery

of such MNPI Notice, in which case the Borrower’s obligations under this Section 6.2 with respect to such MNPI Notice and

such Lender shall be deemed satisfied, or (ii) enter into good faith negotiations with the Borrower to agree the time period within which

the Borrower will make the material non-public information contained in such MNPI Notice publicly available by including such information

in a filing with the SEC (provided that during the period of good faith negotiations, a Lender may direct the Borrower to send such MNPI

Notice to one of its advisors or agents, including without limitation, its attorneys, for review). If the Borrower and such Lender agree

on such time period, the Borrower shall promptly deliver to such Lender such MNPI Notice and shall include the applicable material non-public

information in a public filing with the SEC within such agreed to time period. The failure to agree on such time period will be deemed

to satisfy the Borrower’s obligations under this Section 6.2 with respect to such MNPI Notice and such Lender.

(e)

[reserved].

(e)

(f)

Upon the request of the Required Lenders (which

request, so long as no Event of Default shall have occurred and be continuing, shall not be made more than once per fiscal quarter),

participate in a meeting with the Lenders at the Borrower’s corporate offices (or at such other location as may be agreed to by

the Borrower and the Required Lenders) at such time as may be agreed to by the Borrower and the Administrative Agent or the Required

Lenders.

6.3

Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between

the Borrower, or any of its Subsidiaries, as applicable, and their respective Account Debtors shall follow the Borrower’s, or such

Subsidiary’s, customary practices as they exist as of the Effective Date. The Borrower must promptly notify the Lenders of all

returns, recoveries, disputes and claims that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate

in any calendar year.

6.4

Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file (or obtain timely extensions therefor), all required

tax returns and reports, and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state, and local Taxes,

assessments, deposits and contributions owed by the Borrower or its Subsidiaries, except as otherwise permitted pursuant to the terms

of Section 5.10 hereof; deliver to the Lenders, on demand, appropriate certificates attesting to such payments; and pay all amounts

necessary to fund all present pension, profit sharing and deferred compensation plans, including, without limitation, any Multiemployer

Plan or Pension Plan, in accordance with the terms of such plans.

6.5

Insurance. Keep the Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard

for companies in the Borrower’s and its Subsidiaries’ industry and location and as the Required Lenders may reasonably request.

Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to the Required Lenders. Subject

to Section 3.63.4,

all property policies shall have a lender’s loss payable endorsement showing Collateral Agent (for the ratable benefit of the Secured

Parties) as lender loss payee and shall waive subrogation against Collateral Agent, and all liability policies shall show, or have endorsements

showing, Collateral Agent (for the ratable benefit of the Secured Parties), as additional insured. Subject to Section 3.63.4,

Collateral Agent shall be named as lender loss payee and/or

additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such

insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Lenders,

that it will give the Collateral Agent and the Lenders thirty (30) days (ten (10) days for nonpayment of premium) prior written notice

before any such policy or policies shall be canceled. At the request of the Required Lenders, the Borrower shall deliver to the Lenders

certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at the option of the Required

Lenders, be payable to Collateral Agent, for the ratable benefit of the Secured Parties, on account of the then-outstanding Obligations.

If the Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any amount or

furnish any required proof of payment to third persons, Collateral Agent may make (but has no obligation to do so), at the Borrower’s

expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and may take (but has no

obligation to do so), at the Borrower’s expense, any action under the insurance policies, in each case, as directed by the Required

Lenders.

6.6

Collateral Accounts.

(a)

Subject to Section 3.63.4,

maintain the Borrower’s and Guarantors’ Collateral

Accounts at depositary institutions that have agreed to execute Control Agreements in favor of Collateral Agent (for the ratable benefit

of the Secured Parties) with respect to such Collateral Accounts. This Section 6.6 shall not apply to Excluded Accounts.

(b)

Subject to Section 6.6(a), the Borrower shall provide the Lenders and Collateral Agent ten (10) days’ prior written notice

before the Borrower or any Guarantor establishes any Collateral Account other than Excluded Accounts. In addition, for each Collateral

Account that the Borrower or any Guarantor, at any time maintains, the Borrower or such Guarantor shall cause the applicable bank or

financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate

instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account (held for the

ratable benefit of the Secured Parties) in accordance with the terms hereunder prior to the establishment of such Collateral Account.

The provisions of the previous sentence shall not apply to Excluded Accounts.

(c)

No Borrower nor any Guarantor shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with this Section

6.6.

6.7

Protection of Intellectual Property Rights. The Borrower and each of its Subsidiaries shall use commercially reasonable efforts to:

(a) protect, defend and maintain the validity and enforceability of its respective Intellectual Property that is material to its business;

(b) promptly advise the Lenders in writing of material infringement by a third party of its respective Intellectual Property or any challenge

asserted in writing against the Intellectual Property; and (c) not allow any of its respective Intellectual Property material to its

respective business to be abandoned, forfeited or dedicated to the public without the prior written consent of the Required Lenders.

6.8

Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make available

to Administrative Agent, Collateral Agent and the Lenders, without expense to Administrative Agent, Collateral Agent or the Lenders,

the Borrower and each of the Borrower’s officers, employees and agents and the Borrower’s Books, to the extent that Administrative

Agent, Collateral Agent or any Lender may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted

by or against Administrative Agent, Collateral Agent or any Lender with respect to any Collateral or relating to the Borrower.

6.9

Landlord Waivers; Bailee Waivers. In the event that the Borrower or any of its Subsidiaries, after the Effective Date, intends to

add any new offices or business locations located in the U.S., including warehouses located in the U.S. but excluding contract manufacturing

sites, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee located in the U.S.,

in each case pursuant to Section 7.2, then, in the event that the Collateral at any new location is valued (based on book value)

in excess of Five Hundred Thousand Dollars ($500,000.00) in the aggregate, at the election of the Required Lenders, such bailee or landlord,

as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory

to the Required Lenders prior to the addition of any new offices or business locations, or any such storage with or delivery to any such

bailee, as the case may be.

6.10

Creation/Acquisition of Subsidiaries. In the event the Borrower or any Subsidiary of the Borrower creates or acquires any Subsidiary

after the Effective Date, the Borrower or such Subsidiary shall promptly notify the Lenders of such creation or acquisition, and the

Borrower or such Subsidiary shall take all actions reasonably requested by the Lenders to achieve any of the following with respect to

such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i)

to cause such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become either a co-Borrower

hereunder, or a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent (for the ratable

benefit of the Secured Parties) a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of

ownership held by the Borrower or its Subsidiaries of any such New Subsidiary, provided that any Person who guarantees any Indebtedness

incurred by the Borrower pursuant to any Junior Indebtedness (or any Permitted Refinancing Indebtedness thereof) shall be required to

become a Guarantor hereunder.

6.11

Further Assurances. Execute any further instruments and take further action as Administrative Agent, Collateral Agent or any Lender

reasonably requests to perfect or continue Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement

and the other Loan Documents.

6.12

[Reserved].

6.12

6.13

Use of Proceeds.

The Borrower shall only use the proceeds of the Revolving Loans in accordance with Section

5.11.

6.13

6.14

Compliance with Laws.

Comply, and cause each of its Subsidiaries to comply, in all material respects, with all Requirements of Law, judgments and awards (including

any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply

could not reasonably be expected to have a Material Adverse Effect.

6.14

Board Observer. If the Borrower has not received aggregate cash equity contributions in an amount of at least Ten Million Dollars

($10,000,000) on or prior to November 6, 2026 (the “Board Observer Trigger Date”), then, commencing on the first (1st)

Business Day following the Board Observer Trigger Date, the Required Lenders (or their designee) shall have the right to designate one

(1) individual (the “Board Observer”) to attend all meetings (including telephonic or video meetings) of the Board

of Directors (and any committees thereof) in a nonvoting, observer capacity. In connection therewith:

(a)

the Borrower shall provide the Board Observer with copies of all notices, minutes, consents, agendas, presentations and other materials

provided to the members of the Board of Directors (or any committee thereof) concurrently with the delivery thereof to such members;

(b)

the Board Observer shall be entitled to attend and participate in discussions at all meetings of the Board of Directors (and any committees

thereof) but shall have no right to vote on any matter presented to the Board of Directors or any committee thereof, shall have no right

to propose or offer any motions or resolutions, shall not be counted for purposes of establishing a quorum, shall not otherwise have

any power to cause the Borrower to take, or not to take, any action, and shall not be deemed a member of the Board of Directors or any

committee thereof for any purpose;

(c)

the Board Observer shall have no fiduciary duties or obligations to the Borrower or its stockholders by reason of serving in such capacity;

(d)

the Borrower shall reimburse the Board Observer for all reasonable and documented out-of-pocket expenses incurred in connection with

attending meetings of the Board of Directors or any committee thereof;

(e)

notwithstanding the foregoing, the Borrower may exclude the Board Observer from any portion of a meeting of the Board of Directors (or

any committee thereof), and may redact or withhold any materials otherwise required to be delivered to the Board Observer pursuant to

clause (a) above, to the extent the Board of Directors determines in good faith is reasonably necessary to (A) preserve the attorney-client

privilege or work product protection between the Borrower and its counsel, (B) address a bona fide conflict of interest between the Borrower

and the Required Lenders (or their Affiliates) with respect to the specific matter under discussion, (C) avoid a breach by the Board

of Directors of its fiduciary duties, (D) protect trade secrets, or (E) avoid a disclosure restricted by any agreement with a third party;

provided that the Borrower shall provide prompt written notice to the Required Lenders of any such exclusion or redaction (without

disclosing the substance of the withheld matter); and

(f)

the Board Observer and the Required Lenders shall be subject to the confidentiality obligations set forth in Section 12.8 with respect

to all information received in connection with the Board Observer’s attendance at meetings or receipt of materials pursuant to

this Section 6.14, and, prior to exercising any rights under this Section 6.14, the Board Observer shall enter into a customary confidentiality

agreement with the Borrower on terms reasonably satisfactory to the Borrower and shall agree to adhere to all applicable policies of

the Board of Directors, including the Borrower’s insider trading policy.

For

the avoidance of doubt, the rights set forth in this Section 6.14 shall terminate upon the Borrower’s receipt of aggregate cash

equity contributions in an amount of at least Ten Million Dollars ($10,000,000) following the Board Observer Trigger Date, and the Required

Lenders shall promptly withdraw the Board Observer upon such termination.

NEGATIVE

COVENANTS

long as any Obligations (other than inchoate indemnification obligations) remain outstanding, the Borrower shall not, and shall not permit

any of its Subsidiaries to, do any of the following without the prior written consent of the Required Lenders:

7.1

Dispositions.

(a)

consummate an Asset Sale, unless (i) the Borrower (or the Subsidiary, as the case may be) receives consideration at the time of the Asset

Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of

the assets, property or Capital Stock issued or sold or otherwise disposed of, (ii) the aggregate Fair Market Value of such assets, property

or Capital Stock is not in excess of Two Million Five Hundred Thousand Dollars ($2,500,000), (iii) no Default or Event of Default shall

have occurred and be continuing at the time of the consummation of such Asset Sale or would be caused thereby and (iv) at least seventy-five

percent (75%) of the consideration received from such Asset Sale is, or will be when paid (in the case of milestones, royalties and other

deferred payment obligations), in the form of cash or Cash Equivalents; provided that for purposes of this clause (iv), the following

shall be deemed to be cash:

(i)

any Designated Non-Cash Consideration received by the Borrower or such Subsidiary in respect of such Asset Sale having an aggregate Fair

Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c), not in excess of

One Million Dollars ($1,000,000.00), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the

time received and without giving effect to subsequent changes in value;

(ii)

any liabilities (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the footnotes thereto) of

the Borrower or any Subsidiary (other than liabilities that are by their terms contractually subordinated to the Revolving

Loans or any Guaranty) (A) that are assumed by the transferee of any such assets and for which the Borrower or such Subsidiary,

as the case may be, has been released or indemnified against further liability or (B) in respect of which none of the Borrower or any

Subsidiary following such Asset Sale has any obligation; and

(iii)

any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee that are exchanged by

the Borrower or such Subsidiary within 365 days into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received

in that conversion.

(b)

[reserved].

(c)

[reserved].

Notwithstanding

anything to the contrary set forth in this Agreement (including, without limitation, in Section 7.1(a)), the Borrower will not,

and will not permit any of its Subsidiaries to dispose (other than the grant of Liens not otherwise prohibited under this Agreement or

a Disposition to the Borrower or a Guarantor), directly or through the Disposition of the Capital Stock of a Guarantor, of Assets, unless

the consideration paid to the Borrower and its Subsidiaries for such transaction is paid or payable in cash for fair market value and

one hundred percent (100%) of the cash proceeds of such sale, transfer or license (the “Material Proceeds”) are used

to prepay the Revolving Loans (or otherwise reinvested) in accordance with Section

2.2(c).

7.2

Changes in Business or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the

Permitted Business or (b) liquidate or dissolve. The Borrower shall not, and shall not permit any of its Subsidiaries to, without at

least twenty (20) days’ prior written notice to the Lenders and the Administrative Agent: (A) add any new offices or business locations,

including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($500,000.00) in

assets or property of the Borrower or any of its Subsidiaries, as applicable or are contract manufacturing sites); (B) change its respective

jurisdiction of organization, (C) except as permitted by Section 7.3, change its respective organizational structure or type,

(D) change its respective legal name, or (E) change any organizational number(s) (if any) assigned by its respective jurisdiction of

organization.

7.3

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person,

or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another

Person (other than pursuant to a Transfer permitted under Section 7.1 or as otherwise permitted pursuant to Section 7.7);

provided that a Subsidiary may merge or consolidate into another Subsidiary (provided that in the case of a merger or consolidation of

a Guarantor, the surviving Person has provided a secured Guaranty of the Borrower’s Obligations hereunder in accordance with Section

6.10) or with (or into) the Borrower provided the Borrower is the surviving legal entity, and as long as no Default or Event of Default

is occurring prior thereto or arises as a result therefrom.

7.4

Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)

Directly or indirectly, create, incur, issue, assume, enter into a guarantee of or otherwise become directly or indirectly liable, contingently

or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), or issue any Disqualified

Stock or permit any of its Subsidiaries to issue any shares of preferred stock; provided, however, that, so long as no

Default or Event of Default has occurred and is continuing or would be caused thereby, the Borrower and any Subsidiary may incur Subordinated

Indebtedness that is in existence as of the date hereof.

Notwithstanding

anything to contrary herein, Section 7.4(a) above will not prohibit the incurrence of any Permitted Debt.

For

the purposes of determining compliance with this Section 7.4, in the event that an item of proposed Indebtedness or Disqualified

Stock meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (27) of the definition

of “Permitted Debt,” or is entitled to be incurred pursuant to Section 7.4(a), the Borrower shall be permitted to

classify all or a portion of such item of Indebtedness or Disqualified Stock on the date of its incurrence, or later reclassify all or

a portion of such item of Indebtedness or Disqualified Stock (based on circumstances existing on the date of such reclassification),

in any manner that complies with this Section 7.4.

The

accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the amortization of debt discount,

the payment of interest on any Indebtedness in the form of additional Indebtedness, the payment of interest in the form of Capital Stock,

the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified

Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness

or an issuance of Disqualified Stock for purposes of this Section 7.4. For purposes of determining compliance with any U.S. dollar-denominated

restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of any Indebtedness denominated in a foreign

currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred,

in the case of term Indebtedness, or first committed, in the case of revolving Indebtedness, provided that if such refinancing

would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in

effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as

the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Notwithstanding anything to the contrary in this Section 7.4, the maximum amount of Indebtedness that the Borrower or any Subsidiary

may incur pursuant to this Section 7.4 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates

or currency values.

The

amount of any Indebtedness outstanding as of any date will be (i) the accreted value of the Indebtedness, in the case of any Indebtedness

issued with original issue discount; (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness; and (iii)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of (a) the Fair Market

Value of such assets at the date of determination and (b) the amount of the Indebtedness of the other Person.

7.5

Encumbrance. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume

or suffer to exist any Lien securing Indebtedness of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

7.6

Maintenance of Collateral Accounts. With respect to the Borrower or any Guarantor, maintain any Collateral Account, which, for the

avoidance of doubt, does not include Excluded Accounts, except pursuant to the terms of Section 6.6 hereof.

7.7

Restricted Payments.

(a)

Effect a Restricted Payment;.

(b)

Notwithstanding

anything to the contrary therein, Section 7.7(a) will not prohibit:

(i)

[reserved];

(ii)

[reserved]

(i)

(iii)

so long as no Default or Event of Default has

occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Borrower

or any Subsidiary of the Borrower held by any current or former officer, director, employee or consultant of the Borrower or any Subsidiary

or any permitted transferee of the foregoing pursuant to any equity subscription agreement, stock option agreement, shareholders’

agreement, phantom stock plan or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed,

acquired or retired Capital Stock may not exceed One Million Dollars ($1,000,000.00) in any fiscal year (with any unused amount in any

calendar year being carried forward and available in the next succeeding year in an aggregate amount not to exceed Two Million Dollars

($2,000,000.00) in any fiscal year); provided, further, that such amount in any twelve-month period may be increased by

an amount not to exceed:

(1)

the cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Borrower to officers, directors, employees or

consultants of the Borrower, of any of its Subsidiaries or of any of its direct or indirect parent companies that occurs after the Effective

Date to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the making of Restricted

Payments pursuant to this Section 7.7; plus

(2)

the cash proceeds of key man life insurance policies received by the Borrower or any Subsidiary after the Effective Date; and, in addition,

cancellation of Indebtedness owing to the Borrower or any Subsidiary from any current or former officer, director or employee (or any

permitted transferees thereof) of the Borrower or any Subsidiary in connection with a repurchase of Capital Stock of the Borrower or

any Subsidiary from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section 7.7 or any

other provisions of this Agreement;

(ii)

(iv)

cashless repurchases of Capital Stock deemed

to occur upon the exercise of stock options, warrants or other securities convertible into or exchangeable for Capital Stock if such

Capital Stock represents a portion of the exercise, conversion or exchange price thereof;

(iii)

(v)

the purchase, redemption or other acquisition

or retirement for value of Capital Stock (x) deemed to occur upon the exercise or conversion of stock options, warrants, convertible

notes or similar rights to acquire Capital Stock to the extent that such Capital Stock represent all or a portion of the exercise, exchange

or conversion price of those stock options, phantom stock, warrants, convertible notes or similar rights, or (y) made in lieu of payment

of withholding taxes in connection with the vesting of Capital Stock or any exercise or exchange of stock options, phantom stock, warrants,

convertible notes or similar rights to acquire such Capital Stock;

(iv)

(vi)

each Subsidiary of the Borrower may make Restricted

Payments to the Borrower or any Guarantor;

(v)

(vii)

repurchases of Capital Stock deemed to occur

upon the withholding of a portion of the Capital Stock granted or awarded to a current or former director, officer, employee, manager

or director of the Borrower or any of its Subsidiaries (or consultant or advisor or any spouses, former spouses, successors, executors,

administrators, heirs, legatees or distributees of any of the foregoing) solely to the extent necessary to pay for the taxes payable

by such Person upon such grant or award (or upon the vesting thereof);

(viii)

[reserved];

(ix)

[reserved];

(x)

[reserved];

(vi)

(xi)

payments of intercompany Subordinated Indebtedness,

the incurrence of which was permitted under Section 7.4(b);

(vii)

(xii)

payments on any Subordinated Indebtedness permitted

under Section 7.4(a) to the extent such payments are expressly permitted under the Permitted Subordination Agreement or the Permitted

Subordination Provisions, as applicable, covering such Subordinated Indebtedness;

(viii)

(xiii)

any non-Wholly Owned Subsidiary of the Borrower

may make Restricted Payments (which may be in cash) to its shareholders, members or partners generally, so long as the Borrower or the

Subsidiary which owns the Capital Stock in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof

(based upon its relative holding of the Capital Stock in the Subsidiary making such Restricted Payment and taking into account the relative

preferences, if any, of the various classes of Capital Stock of such Subsidiary); and

(ix)

(xiv)

the payment of cash in lieu of the issuance

of fractional shares of Capital Stock in connection with any dividend or split of, or upon exercise, conversion or exchange of warrants,

options or other securities exercisable or convertible into, or exchangeable for, Capital Stock of the Borrower or in connection with

the issuance of any dividend otherwise permitted to be made under this Section 7.7.

Notwithstanding

anything in the foregoing Section 7.7(b), in no event shall the distribution, as a dividend or otherwise, of (A) any Assets or

the Material Proceeds be permitted under this Section 7.7 (other than a distribution to the Borrower or a Guarantor), or (B) the

Capital Stock of the Borrower or any Guarantor (other than a distribution by the Borrower pursuant to Section 7.7(a)) be permitted

under this Section 7.7.

For

purposes of determining compliance with this Section 7.7, if any Restricted Payment (or portion thereof) would be permitted pursuant

to one or more provisions described above, the Borrower may divide and classify such Restricted Payment in any manner that complies with

this covenant and may later divide and classify any such Restricted Payment so long as the Restricted Payment (as so divided and/or reclassified)

would be permitted to be made in reliance on the applicable exception as of the date of such reclassification.

7.8

Investments. Make or commit or agree to make, or permit any of its Subsidiaries make or commit or agree to make, any Investment in

any other Person except for Permitted Investments.

7.9

Transactions with Affiliates.

(a)

Complete an Affiliate Transaction.

(b)

The following will be deemed not to be Affiliate Transactions and, therefore, will not be subject to this Section 7.9:

(i)

any consulting or employment agreement or compensation plan, stock option or stock ownership plan or reasonable and customary officer

or director indemnification arrangement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business for

the benefit of directors, officers, employees and consultants of the Borrower or its Subsidiaries and payments and transactions pursuant

thereto;

(ii)

transactions between or among the Borrower and/or the Subsidiaries;

(iii)

payment of reasonable fees or other reasonable compensation to, provision of customary benefits or indemnification agreements to and

reimbursement of expenses of directors, officer and employees of the Borrower or any of its Subsidiaries;

(iv)

any transaction in which the only consideration paid by the Borrower or any Subsidiary consists of Capital Stock (other than Disqualified

Stock) of the Borrower or any contribution of capital to the Borrower;

(v)

Restricted Payments as permitted pursuant to Section 7.7;

(vi)

transactions pursuant to agreements or arrangements as in effect on the Effective Date, or any amendment, modification, or supplement

thereto or replacement thereof (so long as such agreement or arrangement, as so amended, modified or supplemented or replaced, is not

materially more disadvantageous, taken as a whole, than such agreement or arrangement as in effect on the Effective Date, as determined

in good faith by Borrower);

(vii)

purchases or sales of goods and/or services with customers, suppliers, sales agents or sellers of goods and services in the ordinary

course of business on terms that are no less favorable to the Borrower or the relevant Subsidiary than those that would have been obtained

at the time in a comparable transaction by the Borrower or such Subsidiary with a Person that is not an Affiliate of the Borrower;

(viii)

if such Affiliate Transaction is with an Affiliate in its capacity as a holder of Indebtedness of the Borrower or any Subsidiary, a transaction

in which such Affiliate is treated no more favorably than the other non-Affiliate holders of Indebtedness of the Borrower or such Subsidiary;

(ix)

[reserved];

(ix)

(x)

any Investment of the Borrower or any of its

Subsidiaries existing on the Effective Date listed on Schedule 5.9 hereto and Schedule 9 of the Perfection Certificate, and any

extension, modification or renewal of such existing Investments, to the extent not involving any additional Investment other than as

the result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case,

pursuant to the terms of such Investments as in effect on the Effective Date;

(x)

(xi)

the formation and maintenance of any consolidated

group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business or transactions undertaken

in good faith for the purpose of improving the consolidated tax efficiency of the Borrower or any of its Subsidiaries and not for the

purpose of circumventing any provision of this Agreement;

(xi)

(xii)

to the extent permitted under this Agreement,

including in compliance with Section 7.3, any merger, consolidation or reorganization of the Borrower with an Affiliate of the

Borrower solely for the purpose of (A) forming or collapsing a holding company structure or (B) reincorporating the Borrower in a new

jurisdiction;

(xii)

(xiii)

entering into one or more agreements that provide

registration and/or information rights to the security holders of the Borrower or any Subsidiary or any direct or indirect parent of

the Borrower or amending such agreement with security holders of the Borrower or any Subsidiary or any direct or any indirect parent

of the Borrower;

(xiii)

(xiv)

transactions contemplated by, or in connection

with, any customary transition services agreement entered into in connection with any Disposition which is permitted hereunder;

(xiv)

(xv)

any incurrence of Indebtedness permitted by

clauses (6), (7), (10), (18), (19), or (25) of the definition of Permitted Debt;

(xv)

(xvi)

customary fees, indemnities and reimbursements

may be paid to non-officer directors of the Borrower and its Subsidiaries; and

(xvi)

(xvii)

advances to employees of the Borrower or any

of its Subsidiaries made in the ordinary course of business, in a manner that is consistent with past practice.

7.10

Compliance. (a) Become an “investment company” or a company controlled by an “investment company”, under

the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry

margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of the Revolving

Loan for that purpose; (b) fail to meet the minimum funding requirements of ERISA with respect to a Pension Plan; (c)

permit a Reportable Event or Prohibited Transaction to occur; (d) fail to comply with the federal Fair Labor Standards Act or violate

any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries

to do so; or (e) withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit

the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan, including, without

limitation, any Multiemployer Plan or Pension Plan, which could reasonably be expected to result in any liability of the Borrower or

any of its Subsidiaries, including any liability to the PBGC or any other Governmental Authority.

7.11

Compliance with Anti-Terrorism Laws. (a) Enter into any documents, instruments, agreements or contracts with any Person listed on

the OFAC Lists, (b) offer, pay, promise to pay, or authorize the payment or giving of money, or anything else of value, to any Person

in violation of any Anti-Corruption Laws, (c) conduct any business or engage in any transaction or dealing with any Blocked Person, including,

without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person,

(d) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive

Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (e) engage in or conspire to engage in any transaction

that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive

Order No. 13224 or other Anti-Terrorism Law.

7.12

Limitation on Issuance of Capital Stock. Except for the Borrower, no Guarantor may issue any Capital Stock of such Guarantor (including

by way of sales of treasury stock or the issuance of any debt security that is convertible into, or exchangeable for, Capital Stock of

such Guarantor) to any Person other than (i) to the Borrower or any other Guarantor, (ii) in connection with the transfer of all of the

Capital Stock of such Guarantor otherwise permitted under this Agreement, or (iii) the issuance of director’s qualifying shares

or other nominal shares required by law to be held by a Person other than the Borrower or a Guarantor.

7.13

Amendments to Material Documents. Enter into any amendment, consent or other modification to (i) any document governing any Subordinated

Debt or (ii) any Operating Document.

7.14

Minimum Liquidity. Subject to Section 3.63.4(c),

permit, based on the amount calculated as of 11:59 p.m. (New York City Time) on each day, Qualified Cash to be less than Four Hundred

Thousand Dollars ($400,000).

7.15

Inventory / AR Liquidity. Permit the Inventory / AR Liquidity as of 11:59 p.m. (New York City Time) on the last day of each month

to be less than Ten Million Dollars ($10,000,000); provided that,

during the period from and including the Amendment No. 2 Effective Date to and including November 6, 2026, this Section 7.15 shall not

be tested.

EVENTS OF DEFAULT

Any

one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

8.1

Payment Default. (a) Immediately upon the Borrower’s failure to make any payment of principal or interest on the Revolving

Loan on its due date, or (b) [reserved], or (c)

if the Borrower fails to pay any other Obligation within three (3) Business Days after such Obligations are due and payable (which three

(3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section

9.1(a) hereof).

8.2

Covenant Default.

(a)

the Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports,

Certificates), 6.4 (Taxes; Pensions), 6.5 (Insurance), 6.6 (Collateral Accounts), 6.7 (Protection of Intellectual

Property Rights), 6.9 (Landlord Waivers; Bailee Waivers), 6.10 (Creation/Acquisition of Subsidiaries) or the Borrower violates

any provision in Section 7.

(b)

the Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant

or agreement contained in this Agreement or any other Loan Document to which such person is a party, and as to any default (other than

those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed

to cure the default within three (3) Business Days after the occurrence thereof; provided, however, that if the default

cannot by its nature be cured within the three (3) Business Day period or cannot after diligent attempts by the Borrower or such Subsidiary,

as applicable, be cured within such three (3) Business Day period, and such default is likely to be cured within a reasonable time, then

the Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and

within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but

no Revolving Loans shall be made during such cure period).

8.3

Material Adverse Change. A Material Adverse Change has occurred.

8.4

Attachment; Levy; Restraint on Business.

(a)

(i) The service of process seeking to attach, by trustee or similar process, any funds of the Borrower or any of its Subsidiaries or

of any entity under control of the Borrower or its Subsidiaries on deposit with any institution at which the Borrower or any of its Subsidiaries

maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment (other than a Permitted Lien) is filed against the Borrower

or any of its Subsidiaries or their respective assets by any government agency, and the same under subclauses (i) and (ii) of this clause

(a) are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise).

(b)

(i) Any material portion of the Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into

possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents the Borrower or any of its Subsidiaries

from conducting any material part of its business.

8.5

Insolvency. (a) the Borrower or any of its Subsidiaries is, or becomes, Insolvent; (b) the Borrower or any of its Subsidiaries begins

an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against the Borrower or any of its Subsidiaries and not dismissed

or stayed within forty-five (45) days (but no Revolving Loans shall be extended while the Borrower or

any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed).

8.6

Other Agreements. There is any (a) default and such default continues (after the applicable grace, cure or notice period) in any

agreement to which the Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third

party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Five Hundred Dollars

($500,000.00) or that could reasonably be expected to have a Material Adverse Change.

8.7

Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of

at least Five Hundred Dollars ($500,000.00) (not covered by independent third-party insurance as to which liability has been accepted

by such insurance carrier) shall be rendered against the Borrower or any of its Subsidiaries and shall remain unsatisfied, unvacated,

or unstayed for a period of thirty (30) days after the entry thereof.

8.8

Misrepresentations. The Borrower or any of its Subsidiaries or any Person acting for the Borrower or any of its Subsidiaries makes

any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Administrative

Agent, Collateral Agent and/or the Lenders or to induce Administrative Agent, Collateral Agent and/or the Lenders to enter this Agreement

or any Loan Document, and such representation, warranty, or other statement, when taken as a whole, is incorrect in any material respect

when made.

8.9

Change of Control. The occurrence of a Change in Control.

8.10

Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in full force and effect other than as a result of a transaction

permitted under this Agreement; (b) any Guarantor does not perform any obligation or covenant under any Guaranty, after any applicable

grace or cure period; (c) any circumstance described in Section 8 occurs with respect to any Guarantor, beyond any applicable

grace or cure period; or (d) a Material Adverse Change with respect to any Guarantor.

8.11

Governmental Approvals; ERISA. (a) Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse

manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal

has resulted in or could reasonably be expected to result in a Material Adverse Change; (b) (i) the DOJ or other Governmental Authority

initiates a Regulatory Action or any other enforcement action against the Borrower or any of its Subsidiaries that causes the Borrower

or any of its Subsidiaries to recall, withdraw, remove or discontinue manufacturing, distributing, marketing and/or selling any of its

products material to its business, even if such action is based on previously disclosed conduct; (ii) the Borrower or any of its Subsidiaries

conducts a mandatory or voluntary recall which could reasonably be expected to result in liability and expense (net of insurance proceeds

received in cash for such liability) to the Borrower or any of its Subsidiaries of Five Hundred Thousand

Dollars

($500,000.00) or more; or (iii) the Borrower or any of its Subsidiaries enters into a settlement agreement with the DOJ or other Governmental

Authority that results in aggregate liability (net of insurance proceeds received in cash for such liability) as to any single or related

series of transactions, incidents or conditions, of One Million Dollars ($1,000,000.00) or more that is unsatisfied, or a Material Adverse

Change, even if such settlement agreement is based on previously disclosed conduct; or (c) (i) an ERISA Event occurs which has resulted

or would reasonably be expected to result in liability of the Borrower or any of its Subsidiaries in an aggregate amount which would

reasonably be expected to result in a Material Adverse Change, or (ii) the Borrower or any of its Subsidiaries or ERISA Affiliates fails

to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability

under Section 4201 of ERISA under a Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the

Borrower or any of its Subsidiaries in an aggregate amount which would reasonably be expected to result in a Material Adverse Change.

8.12

Lien Priority. Except as the result of the action or inaction of the Lenders (including the Lenders’ direction or failure to

direct the Collateral Agent to take any action), any Lien created hereunder or by any other Loan Document shall at any time, after the

completion of the obligations set out in Section 3.63.4,

fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal

Lien, other than Permitted Liens arising as a matter of applicable law or that are permitted to have priority pursuant to this Agreement.

8.13

Required Equity Contribution. The Borrower fails to receive aggregate cash equity contributions in an amount of at least Ten Million

Dollars ($10,000,000) following the Amendment No. 2 Effective Date but on or prior to November 6, 2026.

RIGHTS AND REMEDIES

9.1

Rights and Remedies.

(a)

Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at the direction of Required Lenders,

may, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower (with a copy to

the Collateral Agent), (ii) by notice to Borrower (with a copy to the Collateral Agent) declare all Obligations immediately due and payable

(but if an Event of Default described in Section 8.5 occurs all Obligations shall be immediately due and payable without any action

by the Lenders) or (iii) by notice to Borrower (with a copy to the Collateral Agent) suspend or terminate the obligations, if any, of

the Lenders to advance money or extend credit for the Borrower’ benefit under this Agreement or under any other agreement between

the Borrower and the Lenders (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders

to advance money or extend credit for Borrower’ benefit under this Agreement or under any other agreement between the Borrower

and the Lenders shall be immediately terminated without any action by the Lenders).

(b)

Without limiting the rights of the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the continuance of

an Event of Default, the Required Lenders may, without notice or demand, do any or all of the following:

(i)

direct Collateral Agent to foreclose upon and/or sell or otherwise liquidate, the Collateral;

(ii)

direct the Administrative Agent to make a demand for payment upon any Guarantor pursuant to the Guaranty delivered by such Guarantor;

(iii)

direct the Administrative Agent and Collateral Agent to apply to the Obligations any (A) balances and deposits of the Borrower that the

Administrative Agent, Collateral Agent or any Lender holds or controls, (B) any amount held or controlled by the Administrative Agent,

Collateral Agent or any Lender owing to or for the credit or the account of the Borrower, or (C) amounts received from any Guarantors

in accordance with the respective Guaranty delivered by such Guarantor; and/or

(iv)

commence and prosecute an Insolvency Proceeding or consent to the Borrower commencing any Insolvency Proceeding.

(c)

Without limiting the rights of Administrative Agent, Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b)

above, upon the occurrence and during the continuance of an Event of Default, Administrative Agent and Collateral Agent shall have the

right to, at the written direction of the Required Lenders, without notice or demand, do any or all of the following:

(i)

settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that the Required Lenders consider

advisable, notify any Person owing the Borrower money of Collateral Agent’s security interest in such funds, and verify the amount

of such account;

(ii)

make any payments and do any acts the Required Lenders consider necessary or reasonable to protect the Collateral and/or its Liens in

the Collateral (held for the ratable benefit of the Secured Parties). The Borrower shall assemble the Collateral if Collateral Agent

requests and make it available at such location as Collateral Agent (at the direction of the Required Lenders) reasonably designates.

Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and

pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred.

The Borrower hereby grants Collateral Agent a license to enter and occupy any of its premises, without charge, to exercise any of Collateral

Agent’s rights or remedies;

(iii)

ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, any of the Collateral. Collateral

Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, the Borrower’s and each of

its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service

marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for

sale, and selling any Collateral and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1,

the Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent,

for the ratable benefit of the Secured Parties;

(iv)

place a “hold” on any Collateral Account maintained with Administrative Agent, Collateral Agent or any Lender or otherwise

in respect of which a Control Agreement has been delivered in favor of Collateral Agent (for the ratable benefit of the Secured Parties)

and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement

or similar agreements providing control of any Collateral;

(v)

demand and receive possession of the Borrower’s Books;

(vi)

appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent

court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of the Borrower

or any of its Subsidiaries; and

(vii)

subject to clauses (a) and (b) of this Section 9.1, exercise all rights and remedies available to Administrative Agent, Collateral

Agent and each Lender under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal

of the Collateral pursuant to the terms thereof).

9.2

Power of Attorney. The Borrower hereby irrevocably appoints (without obligation) each of Administrative Agent and Collateral Agent

as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse the

Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign the Borrower’s

or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle

and adjust disputes and claims about the Accounts of the Borrower directly with the applicable Account Debtors, for amounts and on terms

the Required Lenders determine reasonable; (d) make, settle, and adjust all claims under the Borrower’s insurance policies; (e)

pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based

thereon, or otherwise take any action to terminate or discharge the same; (f) transfer the Collateral into the name of Collateral Agent

or a third party as the Code or any applicable law permits (including by filing assignment agreements with the United States Patent and

Trademark Office and/or the United States Copyright Office or equivalent in any jurisdiction outside of the United States); and (g) in

the case of any Intellectual Property, execute, deliver and have recorded any document that the Required Lenders may request to evidence,

effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and General

Intangibles of the Borrower relating thereto or represented thereby. The Borrower hereby appoints (without obligation) each of Administrative

Agent and Collateral Agent as its lawful attorney-in-fact to sign the Borrower’s or any of its Subsidiaries’ name on any

documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless

of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in

full and the Lenders are under no further obligation to make Revolving Loans hereunder.

Administrative Agent’s and Collateral Agent’s foregoing appointments as the Borrower’s or any of its Subsidiaries’

attorney in fact, and all of Administrative Agent’s and Collateral Agent’s rights and powers, coupled with an interest, are

irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and the Lenders’

obligation to provide Revolving Loans terminates. The powers conferred on each of the

Administrative Agent and Collateral Agent under the powers of attorney hereunder are solely to protect Secured Parties’ interests

in the Collateral and shall not impose any duty upon Administrative Agent or Collateral Agent to exercise any such powers.

9.3

Protective Payments. If the Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or

fails to pay any premium thereon or fails to pay any other amount which the Borrower or any of its Subsidiaries is obligated to pay under

this Agreement or any other Loan Document, Administrative Agent may (but shall not be obligated to) obtain such insurance or make such

payment, and all amounts so paid by Administrative Agent are Lenders’ Expenses and Administrative Agent and Collateral Agent Expenses

and shall be immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Administrative Agent will

make reasonable efforts to provide the Borrower with notice of Administrative Agent obtaining such insurance or making such payment at

the time it is obtained or paid or within a reasonable time thereafter. No such payments by Administrative Agent are deemed an agreement

to make similar payments in the future or Administrative Agent’s waiver of any Event of Default.

9.4

Application of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and

during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all

payments at any time or times thereafter received by Administrative Agent, Collateral Agent or the Lenders from or on behalf of the Borrower

or any of its Subsidiaries of all or any part of the Obligations, and, as between the Borrower on the one hand and Administrative Agent,

Collateral Agent and Lenders on the other, Administrative Agent, Collateral Agent and the Lenders shall have the continuing and exclusive

right to apply and to reapply any and all payments received against the Obligations in accordance with subsection (b) below notwithstanding

any previous application by Administrative Agent, Collateral Agent or the Lenders, and (b) the proceeds of any sale of, or other realization

upon all or any part of the Collateral shall be applied: first, to the Administrative Agent and Collateral Agent for payment of any Administrative

Agent and Collateral Agent Fees, Administrative Agent and Collateral Agent Expenses and any other Obligations (including any Lenders’

Expenses) owing to the Administrative Agent or Collateral Agent; second, to any other Lenders’ Expenses; third, to accrued and

unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would

have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth, to any other Obligations owing

to any Lender under the Loan Documents. Any balance remaining shall be delivered to the applicable Borrower or to whoever may be lawfully

entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received

shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each

of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts

available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the

Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to the

Lenders’ Pro Rata Shares unless expressly provided otherwise. Each Lender shall promptly remit to the other Lenders such sums as

may be necessary to ensure the ratable repayment of each Lender’s Pro Rata Share of the Revolving

LoanLoans and the ratable distribution of interest,

fees and reimbursements paid or made by the Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not

be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however,

if it is later determined that a Lender received more than its Pro Rata Share of scheduled payments made on any date or dates, then such

Lender shall remit to the other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments. If any

payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess

of its Pro Rata Share, then the portion of such payment or distribution in excess of such Lender’s Pro Rata Share shall be received

and held by such Lender in trust for and shall be promptly paid over to the other Lenders (in accordance with their respective Pro Rata

Shares) for application to the payments of amounts due on such other Lenders’ claims. To the extent any payment for the account

of the Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary

to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold

such Collateral for itself and as agent and bailee for the Secured Parties for purposes of perfecting Collateral Agent’s security

interest therein (held for the ratable benefit of the Secured Parties).

9.5

Liability for Collateral. So long as Collateral Agent deals with the Collateral in its possession in the same manner as it deals

with similar property held by it as a third party agent, Collateral Agent shall not be liable or responsible for: (a) the safekeeping

of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default

of any carrier, warehouseman, bailee, or other Person. The Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6

No Waiver; Remedies Cumulative. Failure by Administrative Agent, Collateral Agent or any Lender, at any time or times, to require

strict performance by the Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish

any right of Administrative Agent, Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or

therewith. No waiver hereunder shall be effective unless signed by Administrative Agent and/or Collateral Agent and the Required Lenders

and then is only effective for the specific instance and purpose for which it is given. The rights and remedies of Administrative Agent,

Collateral Agent and the Lenders under this Agreement and the other Loan Documents are cumulative. Administrative Agent, Collateral Agent

and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Administrative

Agent, Collateral Agent or any Lender of one right or remedy is not an election, and any waiver of any Event of Default is not a continuing

waiver. Administrative Agent’s, Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver,

election, or acquiescence.

9.7

Demand Waiver. The Borrower waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment

and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents,

instruments, chattel paper, and guarantees held by Administrative Agent, Collateral Agent or any Lender on which the Borrower or any

Subsidiary is liable.

9.8

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Lenders)

to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default

as the Collateral Agent shall be lawfully entitled to exercise (including in order to take possession of, collect, receive, assemble,

process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), the Borrower

hereby (a) grants to the Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive worldwide license

(exercisable without payment of royalty or other compensation to the Borrower (or applicable grantor)) (“Collateral Agent License”),

including in such license the right to use, modify, copy, make derivative works, distribute, license, sublicense or practice any Intellectual

Property now owned or hereafter acquired by the Borrower (or any applicable grantor), and wherever the same may be located, and including

in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used

for the compilation or printout thereof, provided that with respect to any licenses held by the Borrower, such Collateral Agent

License shall receive the licenses allowed or granted in the license and if such assignment or grant is not permitted under the term

of such license the Borrower will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties

to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral

Agent may sell the Borrower’s Inventory directly to any person, including without limitation persons who have previously purchased

the Borrower’s Inventory from the Borrower and in connection with any sale or other enforcement of the Collateral Agent’s

rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to the Borrower and any Inventory that

is covered by any Copyright owned by or licensed to the Borrower and the Collateral Agent may (but shall have no obligation to) finish

any work in process and affix any Trademark owned by or licensed to Borrower (or any applicable grantor) and sell such Inventory as provided

herein.

9.9

Setoff and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable Requirement of Law and not

by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent,

the Collateral Agent and each Lender are hereby authorized at any time or from time to time, without notice to the Borrower or any other

Person (other than the Administrative Agent), any such notice being hereby expressly waived (other than with respect to notice to the

Administrative Agent), to setoff and to appropriate and to apply any and all balances held by it at any of its offices for the account

of the Borrower (regardless of whether such balances are then due to the Borrower) and any other properties or assets at any time held

or owing by that Lender or that holder to or for the credit or for the account of the Borrower against and on account of any of the Obligations

that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving any payment on account of the Obligations

in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in

each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary to cause such Lender to share

the amount so offset or otherwise received with each other Lender or holder in accordance with their respective Pro Rata Shares of the

Obligations. The Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its right to offset with respect

to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance with the preceding sentence

and (b) any Lender so purchasing a participation in the Revolving Loans made or other

Obligations held by other Lenders or holders may exercise all rights of offset, bankers’ liens, counterclaims or similar rights

with respect to such participation as fully as if such Lender or holder were a direct holder of the Revolving

Loans and the other Obligations in the amount of such participation. Notwithstanding the foregoing, if all or any portion

of the offset amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of offset, the

purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

10.

NOTICES

Other

than as specifically provided herein, all notices, consents, requests, approvals, demands, or other communication (collectively, “Communications”)

by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given,

or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered

or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission;

(c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered

by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address

indicated below. Any of Administrative Agent, Collateral Agent, Lender or the Borrower may change its mailing address or facsimile number

by giving the other party written notice thereof in accordance with the terms of this Section 10.

to Borrower:

Reed’s,

Inc.

501

Merritt 7 PH

Norwalk,

CT 06851

Attention:

Douglas McCurdy

Email:

DMcCurdy@Reedsinc.com

with

a copy (which shall not constitute notice) to:

Lowenstein

Sandler LLP

1251

Avenue of the Americas

New York, NY 10020

Attn:

Steven M. Skolnick

Email:

sskolnick@lowenstein.com

to Administrative Agent or Collateral Agent:

Cantor

Fitzgerald Securities

110

E. 59th Street

New

York, NY 10022

Attention:

R. A.

Yeh Newbraugh

Email:

Ryan.Yeh Akina.

Newbraugh@cantor.com

with

a copy to:

Cantor

Fitzgerald Securities

900

West Trade Street, Suite 725

Charlotte,

NC 28202

Attention:

B. Young

Email:

Byoung@cantor.com

with

a copy (which shall not constitute notice) to:

Shipman

& Goodwin LLP

One

Constitution Plaza

Hartford,

CT 06103

Attn:

N. Plotkin

Email:

Nplotkin@goodwin.com

to Lender:

c/o

Whitebox Advisors LLC

3033

Excelsior Blvd, Suite 500

Minneapolis,

MN 55416

Attn:

Jake Mercer, Keith Fisher and Andrew Thau

Email:

jmercer@whiteboxadvisors.com, kfisher@whiteboxadvisors.com, athau@whiteboxadvisors.com

with

a copy (which shall not constitute notice) to:

Paul

Hastings LLP

1170

Peachtree Street, Suite 100

Atlanta,

GA 30309

Attn:

Zach Cochran and James Gallagher

Email:

zachcochran@paulhastings.com and

jamesgallagher@paulhastings.com

11.

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

11.1

Waiver of Jury Trial. EACH OF BORROWER, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS UNCONDITIONALLY WAIVES ANY AND ALL RIGHT

TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, ANY OF

THE INDEBTEDNESS SECURED HEREBY, ANY DEALINGS AMONG BORROWER, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND/OR LENDERS RELATING TO THE SUBJECT

MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG BORROWER, ADMINISTRATIVE

AGENT, COLLATERAL AGENT AND/OR LENDERS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY

BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL

APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENTS, OR TO ANY OTHER

DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.

11.2

Governing Law and Jurisdiction. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER

AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING

ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL, PROVIDED, HOWEVER,

THAT IF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF

ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL

CONTINUE TO APPLY TO THAT EXTENT.

11.3

Submission to Jurisdiction. Any legal action or proceeding with respect to the Loan Documents shall be brought exclusively in the

courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern

District of New York and, by execution and delivery of this Agreement, the Borrower hereby accepts for itself and in respect of its Property,

generally and unconditionally, the jurisdiction of the aforesaid courts. Notwithstanding the foregoing, Administrative Agent, Collateral

Agent and Lenders shall have the right to bring any action or proceeding against the Borrower (or any property of the Borrower) in the

court of any other jurisdiction Administrative Agent, Collateral Agent or Lenders deem necessary or appropriate in order to realize on

the Collateral or other security for the Obligations. The parties hereto hereby irrevocably waive any objection, including any objection

to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing

of any such action or proceeding in such jurisdictions.

11.4

Service of Process.

The Borrower irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service

of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect

to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of law, including

by the mailing thereof (by registered or certified mail, postage prepaid) to the address of the Borrower specified herein (and shall

be effective when such mailing shall be effective, as provided therein). The Borrower 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.

11.5

Non-exclusive Jurisdiction.

Nothing contained in this Section 11 shall affect the right of Administrative Agent, Collateral Agent or Lenders to serve process

in any other manner permitted by applicable Requirements of law or commence legal proceedings or otherwise proceed against the Borrower

in any other jurisdiction.

12.

GENERAL PROVISIONS

12.1

Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. None of

the Borrower nor any other Guarantor may transfer, pledge or assign this Agreement or any rights or obligations under it without the

prior written consent of the Required Lenders (which may be granted or withheld in the Required Lenders’ discretion, subject to

Section 12.5). The Lenders have the right, to the extent outstanding, without the consent of or notice to the Borrower, to sell,

transfer or assign, (any such sale, transfer or assignment, a “Lender Transfer”), in all or any part of, or any interest

in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents. The Borrower, Administrative

Agent and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests

in any Revolving Credit Commitment or Revolving Loan

so assigned until the Administrative Agent shall have received and accepted an effective assignment agreement, in form set forth in Exhibit

G hereto, executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information

regarding such assignee as the Administrative Agent, together (other than in the case of any assignment by a Lender to an Affiliate)

with a processing and recordation fee to the Administrative Agent in the amount of Three Thousand Five Hundred Dollars ($3,500.00) to

be paid by the assigning Lender (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and

recordation fee in the case of any assignment) and, if the assignee is not a Lender, the assignee shall deliver to the Administrative

Agent an administrative questionnaire in a form approved by the Administrative Agent and applicable tax forms. Upon receipt of such documents

and information the Administrative Agent shall update the Register to reflect any such assignment. The Administrative Agent acting as

a non-fiduciary agent of the Borrower shall maintain at one of its offices in the United States a register for the recordation of the

names and addresses, the Revolving Credit Commitments and the interest in the Revolving

Loans of each Lender pursuant to the terms hereof from time to time (the “Register”). The entries

in the Register shall be conclusive absent manifest error, and the Borrower, Administrative Agent, the Collateral Agent and Lenders shall

treat each Person whose name is recorded in the Register pursuant to the terms hereof as Lender hereunder for all purposes of this Agreement.

The Register shall be available for inspection by any Lender and the Collateral Agent at any reasonable time and from time to time upon

reasonable prior notice. The Lenders have the right, to the extent outstanding, without the consent of or notice to the Borrower, to

grant a participation in all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement

and the other Loan Documents provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall

remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,

and (C) the Borrower, the Administrative Agent, the Collateral Agent, the other Lenders and any other party to the Loan Documents shall

continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement

and the other Loan Documents. 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 Revolving 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 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 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 Agreement

notwithstanding any notice to the contrary. For the avoidance of doubt, neither the Administrative Agent nor the Collateral Agent (in

their capacity as such) shall have any responsibility for maintaining a Participant Register. Notwithstanding the foregoing, the Lender

shall not assign its interest in the Loan Documents to any Person who (a) is a competitor of the Borrower or its Subsidiaries, whether

as an operating company or direct or indirect parent with voting control over such operating company, or (b) is a Disqualified Lender.

12.2

Indemnification. The Borrower agrees to reimburse and to indemnify, defend and hold each Secured Party and their respective directors,

officers, employees, consultants, agents, attorneys, or any other Person affiliated with or representing such Secured Party (each, an

“Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”)

asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated

by the Loan Documents whether in contract, tort or otherwise; and (b) all losses, Administrative Agent and Collateral Agent Expenses

and Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of

or under, the transactions contemplated by the Loan Documents (including reasonable attorneys’ fees and expenses), except, in each

case, for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct as determined

by a final, non-appealable judgement of a court of competent jurisdiction. The Borrower hereby further agrees to indemnify, defend and

hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for

such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether

or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of the

Borrower or its shareholders, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical

personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Administrative Agent, Collateral

Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted

against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use

of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,

costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct as determined

by a final, non-appealable judgement of a court of competent jurisdiction. This Section 12.2 shall not apply with respect to Taxes

other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

12.3

Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability

of any provision.

12.4

Correction of Loan Documents. The Required Lenders may correct patent errors and fill in any blanks in this Agreement and the other

Loan Documents consistent with the agreement of the parties; provided that no such correction that would affect the rights and duties

of the Administrative Agent or Collateral Agent shall be effective without Administrative Agent’s or Collateral Agent’s written

consent, respectively.

12.5

Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any

other Loan Document, no approval or consent thereunder, or any consent to any departure by the Borrower or any of its Subsidiaries therefrom,

shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders; provided

that:

(i)

no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Revolving

Credit Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent;

(ii)

no such amendment, waiver or modification that would affect the rights or duties of Administrative Agent or Collateral Agent shall be

effective without Administrative Agent’s or Collateral Agent’s, respectively, written consent or signature; and

(iii)

no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal

of, rate of interest on or any fees with respect to the Revolving Loan or forgive any

principal, interest (other than default interest) or fees (other than late charges) with respect to the Revolving

Loan (B) postpone the date fixed for, or waive, any payment of principal of any Revolving

Loan or of interest on the Revolving Loan (other than default interest)

or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the

term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder;

(D) release all or substantially all of any material portion of the Collateral, authorize the Borrower to sell or otherwise dispose of

all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations

or its Guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly

permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend,

waive or otherwise modify this Section 12.5 or the definitions of the terms used in this Section 12.5 insofar as the definitions

affect the substance of this Section 12.5; (F) consent to the assignment, delegation or other transfer by the Borrower of any

of its rights and obligations under any Loan Document or release the Borrower of its payment obligations under any Loan Document, except,

in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any

of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Revolving

Credit Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees,

payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations;

or (I) amend any of the provisions of Section 12.5. It is hereby understood and agreed that all Lenders shall be deemed directly

affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H)

of the immediately preceding sentence.

(b)

Other than as expressly provided for in Section 12.5(a)(i)-(a)(iii), the Required Lenders may from time to time designate covenants

in this Agreement less restrictive by notification to Borrower.

(c)

The Borrower and the Required Lenders shall promptly provide a copy of any executed amendment to the Administrative Agent and the Collateral

Agent.

(d)

This Agreement (including the Exhibits hereto) and the Loan Documents represent the entire agreement about this subject matter and supersede

prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties,

and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and

the Loan Documents.

12.6

Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each

of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. Delivery of an executed counterpart

of a signature page of this Agreement by facsimile, portable document format (.pdf) or other electronic transmission will be as effective

as delivery of a manually executed counterpart hereof.

12.7

Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement

has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which,

by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of the Borrower in Section 12.2

to indemnify each Lender, the Administrative Agent and Collateral Agent, as well as the withholding provision in Section 2.5 hereof,

the confidentiality provisions in Section 12.8 and the terms of Exhibit B below, shall survive the termination of this

Agreement and the other Loan Documents, the payment in full of the Revolving Loans and

the earlier resignation or removal of the Administrative Agent or the Collateral Agent.

12.8

Confidentiality. In handling any confidential information of the Borrower, each of the Lenders, the Administrative Agent and Collateral

Agent shall exercise the same degree of care that it exercises for their own proprietary information, but disclosure of information may

be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’, Administrative Agent’s and Collateral

Agent’s Subsidiaries, Related Persons or Affiliates, or in connection with a Lender’s own financing or securitization transactions

and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction;

(b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Revolving

Loans (provided, however, the Lenders, the Administrative Agent and Collateral Agent shall, except upon

the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement

to the terms of this provision or to similar confidentiality terms); (c) as required by law, rule, regulation, regulatory or self-regulatory

authority, subpoena, or other order; (d) to Lenders’, Administrative Agent’s or Collateral Agent’s regulators or as

otherwise required in connection with an examination or audit; (e) as Collateral Agent or the Required Lenders reasonably consider appropriate

in exercising remedies under the Loan Documents; and (f) to third-party service providers of the Lenders, Administrative Agent and/or

Collateral Agent so long as such service providers have executed a confidentiality agreement or have agreed to similar confidentiality

terms with the Lenders, Administrative Agent and/or Collateral Agent, as applicable, with terms no less restrictive than those contained

herein. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’, Administrative

Agent’s and/or Collateral Agent’s possession when disclosed to the Lenders, Administrative Agent and/or Collateral Agent,

or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent through no breach of this provision by the

Lenders, Administrative Agent or the Collateral Agent; or (ii) is disclosed to the Lenders, Administrative Agent and/or Collateral Agent

by a third party, if the Lenders, Administrative Agent and/or Collateral Agent does not know that the third party is prohibited from

disclosing the information. Administrative Agent, Collateral Agent and the Lenders may use confidential information for any purpose,

including, without limitation, for the development of client databases, reporting purposes, and market analysis so long as the Administrative

Agent, the Collateral Agent and the Lenders do not disclose the identity of the Borrower or the identity of any person associated with

the Borrower. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided

under this Section 12.8 supersede all prior agreements, understanding, representations, warranties, and negotiations between the

parties about the subject matter of this Section 12.8. Notwithstanding anything contained in this Section 12.8, Borrower

and Lenders hereby acknowledge and agree that as of the Effective Date, after giving effect to the public announcement of the Transactions,

none of the Borrower nor any of its affiliates has provided such Lenders with any material, nonpublic information.

12.9

Right of Set Off. The Borrower hereby grants to Administrative Agent, Collateral Agent and to each Lender, a Lien, security interest

and right of set off as security for all Obligations to Secured Parties hereunder, whether now existing or hereafter arising upon and

against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of any Secured

Party or any entity under the control of such Secured Party (including an Affiliate of the Administrative Agent or Collateral Agent)

or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice,

any Secured Party may set off the same or any part thereof and apply the same to any liability or obligation of the Borrower even though

unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE ADMINISTRATIVE

AGENT OR COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR

TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY

AND IRREVOCABLY WAIVED BY BORROWER.

12.10

Cooperation of Borrower. If necessary, the Borrower agrees to (i) execute any documents reasonably required to effectuate and acknowledge

each assignment of the Revolving Credit Commitment (or portion thereof) or Revolving

Loan (or portion thereof) to an assignee in accordance with Section 12.1, (ii) make the Borrower’s management

personnel available to meet with the Lenders and prospective participants and assignees of Revolving

Credit Commitments, the Revolving Loans or portions thereof (which meetings

shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii)

assist the Lenders in the preparation of information relating to the financial affairs of the Borrower as any prospective participant

or assignee of the Revolving Credit Commitment (or portions thereof) or Revolving

Loan (or portions thereof) reasonably may request. Subject to the provisions of Section 12.8, the Borrower authorizes

each Lender to disclose to any prospective participant or assignee of the Revolving Credit Commitment

(or portions thereof), any and all information in such Lender’s possession concerning the Borrower and its financial affairs which

has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement, or which has been delivered to such Lender

by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower prior to entering into this

Agreement.

12.11

Public Announcement; Disclosure of Transaction.

(a)

the Borrower hereby agrees that Administrative Agent, Collateral Agent and each Lender, after consultation with the Borrower, may make

a public announcement of the transactions contemplated by this Agreement, and may publicize the same in marketing materials, newspapers

and other publications, and otherwise, and in connection therewith may use the Borrower’s name, tradenames and logos. Notwithstanding

the foregoing, such consultation with the Borrower shall not be required for any disclosures by Administrative Agent, Collateral Agent

and the Lenders may also make disclosures to the SEC or other governmental agency and any other public disclosure with investors, other

governmental agencies or other related persons.

(b)

[reserved].

12.12

Exhibit B Agreement. Administrative Agent, Collateral Agent, the Borrower and the Lenders hereby agree to the terms and conditions

set forth on Exhibit B attached hereto.

12.13

Time of Essence. Time is of the essence for the performance of Obligations under this Agreement.

12.14

Termination Prior to Maturity Date; Survival. All covenants, representations and warranties made in this Agreement continue in full

force until this Agreement has terminated pursuant to its terms and all Obligations have been satisfied. So long as the Borrower has

satisfied the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive

the termination of this Agreement and for which no claim has been made) in accordance with the terms of this Agreement, this Agreement

may be terminated prior to the Maturity Date by the Borrower, effective five (5) Business Days after written notice of termination is

given to the Administrative Agent, the Collateral Agent and the Lenders.

12.15

Guaranty. Each of the Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for

the ratable benefit of Secured Parties the due and punctual payment in full of all Obligations when the same shall become due, whether

at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but

for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). Guarantors hereby jointly

and severally agree, in furtherance of the foregoing and not in limitation of any other right that any Secured Party may have at law

or in equity against any Guarantor by virtue hereof, that upon the failure of the Borrower to pay any of the Obligations when and as

the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including

amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §

362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent for the ratable benefit of Secured Parties,

an amount equal to the sum of the unpaid principal amount of all Obligations then due as aforesaid, accrued and unpaid interest on such

Obligations (including interest that, but for the Borrower’s becoming the subject of a case under the Bankruptcy Code, would have

accrued on such Obligations, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy case)

and all other Obligations then owed to the Secured Parties as aforesaid. This Guaranty is a continuing guaranty and shall remain in effect

until all of the Obligations shall have been paid in full. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty

as to future transactions giving rise to any Obligations. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute,

independent and unconditional and shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor

or surety other than payment in full of the Obligations.

[Balance

of Page Intentionally Left Blank]

WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

BORROWER:

REED’S,

INC.

Name:

Title:

COLLATERAL

AGENT:

CANTOR

FITZGERALD SECURITES, as Collateral Agent

Name:

Title:

ADMINISTRATIVE

AGENT:

CANTOR

FITZGERALD SECURITIES, as Administrative Agent

Name:

Title:

[Signature

Page to Senior Secured Loan and Security Agreement]

LENDERS:

WHITEBOX RELATIVE VALUE PARTNERS, LP

Name:

Title:

WHITEBOX GT FUND, LP

Name:

Title:

WHITEBOX MULTI-STRATEGY PARTNERSGT FUND, LP

Name:

Title:

PANDORA SELECTWHITEBOX MULTI-STRATEGY PARTNERS, LP

Name:

Title:

PANDORA SELECT PARTNERS, LP

Name:

Title:

Name:

Title:

[Signature Page to Senior Secured Loan and Security Agreement]

SCHEDULE

1.1(a)

LENDERS AND COMMITMENTS

Lender

Revolving

CreditTerm

Loan Commitment

Term

Loan Commitment Percentage

Whitebox

Relative Value Partners, LP

$2,960,000.002,960,000

32.00%

Whitebox

GT Fund, LP

$452,325.00452,325

4.89%

Whitebox

Multi-Strategy Partners, LP

$5,344,650.005,344,650

57.78%

Pandora

Select Partners, LP

$493,025.00493,025

5.33%

TOTAL

$9,250,000.009,250,000

100.00100%

SCHEDULE

1.2

LIENS

None.

SCHEDULE

5.2(a)

DEPOSIT

ACCOUNTS

Credit

Party

Name

of Bank

State

of Bank Incorporation

Location

of Banking Relationship

Account

Numbers

Reed’s,

Inc.

City

National Bank

California

Santa

Monica CA

017342932

/ 017309722 / 017319108 / 017236881

Merritt

7 Venture LLC

City

National Bank

California

Santa

Monica CA

017349694

SECURITIES

ACCOUNTS

Credit

Party

Name

of Bank

State

of Bank Incorporation

Location

of Banking Relationship

Account

Numbers

None.

SCHEDULE

5.2(c)

BAILEES

1. California

Custom Beverage

2. Clinton’s

Ditch

3. CSD

Copackers

4. DrinkPAK

5. Noel

Canning

6. The

Fulfillment Company

7. Updike

Distribution Logistics

8. Valley

Distributing & Storage Co.

[To

be provided post-closing.]

SCHEDULE

5.2(e)

MATERIAL

AGREEMENTS

None.

SCHEDULE

5.4

LITIGATION

CCB Arbitration

There is one significant product recall insurance claim of $1 million that has been tendered to insurance.

All other

litigation is not material or not material and

being

handled by insurance carriers is related to personal injury claims.

SCHEDULE

5.9

STOCK

OWNERSHIP

Issuer

Owner

Certificate

No.

of Shares/ Membership Units

Percent

Owned

None.

EXHIBIT

Description of Collateral

The

Collateral consists of each Pledgor’s right, title and interest in and to the following property:

All

goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license

agreements, franchise agreements, permits issued by the Food and Drug Administration, production processes and manufacturing specifications,

General Intangibles, including Intellectual Property (except as noted below), commercial tort claims, documents, instruments (including

any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates

of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other

investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

All

Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions

for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds

of any or all of the foregoing.

Notwithstanding

the foregoing, the Collateral does not include: (a) [reserved]; (b) any interest of the Borrower as a lessee or sublessee under a real

property lease; (c) rights held under a license (but not the proceeds or products thereof) that are not assignable by their terms without

the consent of the licensor thereof (but only to the extent such restriction on assignment is effective under Section 9-406, 9-407, 9-408

or 9-409 of the Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the

Bankruptcy Code) or principles of equity); (d) any interest of the Borrower as a lessee under an Equipment lease if the Borrower is prohibited

by the terms of such lease from granting a security interest in such lease or under which such an assignment or Lien would cause a default

to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately

become Collateral without any action by the Borrower, Administrative Agent, Collateral Agent or any Lender; (e) any “intent to

use” trademark applications for which a statement of use has not been filed (but only until such statement is filed); (f) motor

vehicles and other similar assets subject to certificates of title or ownership (except to the extent a security interest therein can

be perfected by the filing of a financing statement); (g) Excluded Accounts, and (h) the assets as to which the Required Lenders and

the Borrower shall reasonably determine, in writing, that the costs or other consequence of obtaining a Lien thereon or perfection thereof

are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby.

EXHIBIT

Administrative Agent, Collateral Agent and Lender Terms

Appointment of Administrative Agent and Collateral Agent.

(a)

Each Lender hereby appoints Cantor Fitzgerald Securities (together with any successor Administrative Agent pursuant to Section 7 of this

Exhibit B) as Administrative Agent under the Loan Documents and authorizes Administrative Agent to (i) take such action on its behalf

and to exercise such rights, powers and remedies and perform such duties as are expressly delegated to Administrative Agent under the

Loan Documents and (ii) exercise such powers as are reasonably incidental thereto.

(b)

Each Lender hereby appoints Cantor Fitzgerald Securities (together with any successor Collateral Agent pursuant to Section 7 of this

Exhibit B) as Collateral Agent under the Loan Documents and authorizes Collateral Agent to (i) take such action on its behalf and to

exercise such rights, powers and remedies and perform such duties as are expressly delegated to Collateral Agent under the Loan Documents

and (ii) exercise such powers as are reasonably incidental thereto.

(c)

Except for Section 8 of this Exhibit B, the provisions of this Exhibit B are solely for the benefit of Administrative Agent, Collateral

Agent and the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.

(d)

Without limiting the generality of clause (a) above, Collateral Agent is hereby authorized (but not obligated) to (i) hold security interests

in the Collateral for its benefit and the Administrative Agent’s benefit and the ratable benefit of the Lenders and otherwise act

as collateral agent for the Secured Parties for purposes of the perfection of all Liens created by the Loan Documents and all other purposes

stated therein, (ii) take, at the direction of the Required Lenders, such action as is necessary or desirable to maintain the perfection

and priority of the Liens created or purported to be created by the Loan Documents, (iii) [reserved] and (iv) except as may be otherwise

specified in any Loan Document, exercise, at the direction of the Required Lenders, all remedies given to Collateral Agent and the Lenders

with respect to the Borrower and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise.

(e)

Each of Administrative Agent and Collateral Agent may, upon any term or condition it specifies, 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 Administrative

Agent or Collateral Agent, as applicable. Administrative Agent, Collateral 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 Persons. The exculpatory, indemnification and other

provisions of this Exhibit B shall apply to any such sub-agent and to the Related Persons of Administrative Agent, Collateral Agent and

any such sub-agent. Neither Administrative Agent nor Collateral Agent shall 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 Administrative Agent

or Collateral Agent, as applicable, acted with gross negligence or willful misconduct in the selection of such sub-agents.

(f)

Under the Loan Documents, each of the Administrative Agent and Collateral Agent (i) is acting solely on behalf of the Lenders, with duties

that are entirely administrative in nature, notwithstanding the use of the defined term “Administrative Agent”, “Collateral

Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms

in any Loan Document to refer to Administrative Agent or Collateral Agent, which terms are used for title purposes only, are not intended

to connote any fiduciary or other implied (or express) obligations arising under any agency doctrine of any applicable law and are intended

to create or reflect only an administrative relationship between contracting parties, (ii) is not assuming any obligation under any Loan

Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Person

and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each

party hereto, by accepting the benefits of the Loan Documents, hereby waives and agrees not to assert any claim against Administrative

Agent or Collateral Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

Except as expressly set forth in the Loan Documents, neither Administrative Agent nor Collateral Agent shall have any duty to disclose,

and shall not be liable for failure to disclose, any information relating to the Borrower, any Guarantor or any of their Subsidiaries

that is communicated to or obtained by the Administrative Agent or Collateral Agent or any of its Affiliates in any capacity. Documents

provided to the Administrative Agent or the Collateral Agent are for informational purposes only, and the Administrative Agent and the

Collateral Agent shall have not have actual or constructive knowledge of the information contained therein, including the Borrower’s

or the Guarantor’s compliance with its obligations hereunder.

Binding Effect; Reliance on Instructions from Required Lenders.

(a)

Each Lender, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Administrative Agent or Collateral

Agent or the Required Lenders (or, if expressly required in any Loan Document, a greater proportion of the Lenders) in accordance with

the provisions of the Loan Documents, (ii) any action taken by Administrative Agent or Collateral Agent in reliance upon the instructions

of the Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by Administrative Agent or Collateral

Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with

such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders.

(b)

If Administrative Agent or Collateral Agent shall request instructions from the Required Lenders or all affected Lenders with respect

to any act or action (including failure to act) in connection with any Loan Document (including instructions by e-mail from the Required

Lenders or their counsel), then Administrative Agent or Collateral Agent, as applicable, shall be entitled to refrain from such act or

taking such action unless and until Administrative Agent or Collateral Agent, as applicable, shall have received instructions from the

Required Lenders or all affected Lenders, as the case may be, and Administrative Agent or Collateral Agent, as applicable, shall not

incur liability to any Person by reason of so refraining. Each of the Administrative Agent and the Collateral Agent shall be fully justified

in failing or refusing to take any action under any Loan Document (i) if such action would, in the opinion of Administrative Agent or

Collateral Agent, as applicable, be contrary to any Requirement of Law or any Loan Document, (ii) if such action would, in the opinion

of Administrative Agent or Collateral Agent, as applicable,, expose Administrative Agent or Collateral Agent, as applicable, to any potential

liability or (iii) if Administrative Agent or Collateral Agent, as applicable, shall not first be indemnified to its satisfaction against

any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting

the foregoing, neither the Administrative Agent nor the Collateral Agent shall have any liability for, and no person shall have any right

of action whatsoever against Collateral Agent as a result of, Administrative Agent or Collateral Agent acting or refraining from acting

under any Loan Document in accordance with the instructions of the Required Lenders or all affected Lenders, as applicable. Notwithstanding

anything contained in this Agreement or the other Loan Document to the contrary, without limiting any rights, protections, immunities

or indemnities afforded to the Administrative Agent and the Collateral Agent under the Loan Documents (including without limitation this

Exhibit B), phrases such as “satisfactory to the [Administrative][Collateral] Agent,” “approved by the [Administrative][Collateral]Agent,”

“acceptable to the Collateral Agent,” “as determined by the [Administrative][Collateral]Agent,” “designed

by the [Administrative][Collateral]Agent”, “specified by the [Administrative][Collateral]Agent”, “in the [Administrative][Collateral]Agent’s

discretion,” “selected by the [Administrative][Collateral]Agent,” “elected by the [Administrative][Collateral]Agent,”

“requested by the [Administrative][Collateral]Agent,” “in the opinion of the [Administrative][Collateral]Agent,”

and phrases of similar import that authorize or permit the Administrative Agent or the Collateral Agent to approve, disapprove, determine,

act, evaluate or decline to act in its discretion shall be subject to the Administrative Agent or the Collateral Agent, as applicable,

receiving a direction of the Required Lenders to take such action or to exercise such rights.

Reliance, Etc. Each of the Administrative Agent and the Collateral Agent may, without incurring any liability hereunder, (a) consult

with and rely upon any of its Related Persons and, whether or not selected by it, any other legal counsel, advisors, accountants and

other experts (including legal counsel and advisors to, and accountants and experts engaged by, the Borrower), and take or omit to take

any action in accordance with the advice of any such legal counsel, advisors, accountants and other experts, and (b) rely and act upon

any notice, consent, certificate, instruction, direction or other document and information (including those transmitted by electronic

transmission) and any telephone message or conversation or other oral statement, in each case believed by it to be genuine and to have

been transmitted, signed or otherwise authenticated by the appropriate parties. None of Administrative Agent, Collateral Agent and its

Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document,

and each Lender and the Borrower hereby waives and shall not assert (and the Borrower and each Guarantor hereby waives and agrees not

to assert shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except to

the extent of liabilities resulting from the gross negligence or willful misconduct of Administrative Agent or Collateral Agent, as applicable,

or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction)

in connection with the duties of Administrative Agent or Collateral Agent, as applicable, expressly set forth herein. Without limiting

the foregoing, neither the Administrative Agent nor the Collateral Agent: (i) shall be responsible or otherwise incur liability for any

action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related

Persons, except to the extent that a court of competent jurisdiction determines in a final non-appealable judgment that Administrative

Agent or Collateral Agent, as applicable, acted with gross negligence or willful misconduct in the selection of such Related Person;

(ii) shall be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness,

sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection

with, any Loan Document; (iii) makes any warranty or representation, and shall not be responsible, to any Lender or other Person for

any statement, document, information, representation or warranty made or furnished by or on behalf of the Borrower or any Related Person

of the Borrower in connection with any Loan Document or any transaction contemplated therein or any other document or information with

respect to the Borrower, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted

to the Lenders by the Administrative Agent or the Collateral Agent, as applicable) omitted to be transmitted by Administrative Agent

or Collateral Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due

diligence performed by Administrative Agent or Collateral Agent in connection with the Loan Documents; and (iv) shall have any duty to

ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in

any Loan Document is satisfied or waived (including, without limitation, any condition set forth in Section 3 of this Agreement), as

to the financial condition of the Borrower or as to the existence or continuation or possible occurrence or continuation of any Event

of Default, and neither the Administrative Agent nor the Collateral Agent shall be deemed to have notice or knowledge of such occurrence

or continuation of any Event of Default unless it has received a written notice from the Borrower or the Required Lenders describing

such Event of Default that is clearly labeled “notice of default”. For each of the items set forth in clauses (i) through

(iv) above, each Lender and the Borrower hereby waives and agrees not to assert (and the Borrower and each Guarantor hereby waives and

agrees not to assert and shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action it might

have against Administrative Agent or Collateral Agent based thereon.

Agent Individually. Administrative Agent, Collateral Agent and their respective Affiliates may make loans and other extensions of

credit to, acquire stock and stock equivalents of, engage in any kind of business with, the Borrower or any Affiliate of the Borrower

as though it were not acting as Administrative Agent or Collateral Agent, as applicable, and may receive separate fees and other payments

therefor. To the extent Administrative Agent, Collateral Agent or any of their respective Affiliates becomes a Lender hereunder, it shall

have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other

Lender and the terms “Lender”, “Required Lender” and any similar terms shall, except where otherwise expressly

provided in any Loan Document, include, without limitation, Administrative Agent, Collateral Agent or such Affiliate, as the case may

be, in its individual capacity as Lender, or as one of the Required Lenders.

Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon Administrative Agent, Collateral

Agent, any other Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted

by Administrative Agent or Collateral Agent or any of their Related Persons, conducted its own independent investigation of the financial

condition and affairs of the Borrower and has made and will continue to make its own credit decisions in connection with entering into,

and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in

each case based on such documents and information as it shall deem appropriate. Neither Administrative Agent nor Collateral Agent shall

have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations,

property, financial and other condition or creditworthiness of the Borrower or any Affiliate of the Borrower that may come into the possession

of Administrative Agent, Collateral Agent or any of their respective Related Persons.

Indemnification. Each Lender agrees to reimburse Administrative Agent and Collateral Agent and each of their respective Related Persons

(to the extent not reimbursed by the Borrower as required under the Loan Documents (including pursuant to Section 12.2 of the Agreement))

promptly upon demand for its Pro Rata Share of any out-of-pocket costs and expenses (including, without limitation, fees, charges and

disbursements of financial, legal and other advisors and any Taxes or insurance paid in the name of, or on behalf of, the Borrower) incurred

by Administrative Agent, Collateral Agent or any of their respective Related Persons in connection with the preparation, syndication,

execution, delivery, administration, modification, amendment, consent, waiver or enforcement of, or the taking of any other action (whether

through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation,

preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or

legal advice with respect to, its rights or responsibilities under, any Loan Document (such costs and expenses, collectively, “Administrative

Agent and Collateral Agent Expenses”). Each Lender further agrees to indemnify Administrative Agent, Collateral Agent and each

of their respective Related Persons (to the extent not reimbursed by the Borrower as required under the Loan Documents (including pursuant

to Section 12.2 of the Agreement)), ratably according to its Pro Rata Share, from and against any and all liabilities, obligations, losses,

damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, to the extent

not indemnified by the applicable Lender, Taxes imposed for not properly withholding or backup withholding on payments made to or for

the account of any Lender) that may be imposed on, incurred by, or asserted against Administrative Agent, Collateral Agent or any of

their respective Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document

or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken

or omitted to be taken by Administrative Agent, Collateral Agent or any of their respective Related Persons under or with respect to

the foregoing; provided that no Lender shall be liable to Administrative Agent, Collateral Agent or any of their respective Related

Persons under this Section 6 of this Exhibit B to the extent such liability has resulted from the gross negligence or willful misconduct

of Administrative Agent or Collateral Agent or, as the case may be, such Related Person, as determined by a final non-appealable judgment

of a court of competent jurisdiction. To the extent required by any applicable Requirement of Law, each of Administrative Agent and Collateral

Agent may withhold from any payment to any Lender under a Loan Document an amount equal to any applicable withholding Tax. If the IRS

or any other Governmental Authority asserts a claim that Administrative Agent or Collateral Agent did not properly withhold Tax from

amounts paid to or for the account of any Lender for any reason, or if Administrative Agent or Collateral Agent reasonably determines

that it was required to withhold Taxes from a prior payment to or for the account of any Lender but failed to do so, such Lender shall

promptly indemnify Administrative Agent and Collateral Agent fully for all amounts paid, directly or indirectly, by Administrative Agent

or Collateral Agent, as applicable, as Tax or otherwise, including penalties and interest, and together with all expenses incurred by

Administrative Agent or Collateral Agent, as applicable. Each of Administrative Agent and Collateral Agent may offset against any payment

to any Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Lender

but which was not so withheld, as well as any other amounts for which Administrative Agent or Collateral Agent is entitled to indemnification

from such Lender under the immediately preceding sentence of this Section 6 of this Exhibit B. The obligations of the Lenders pursuant

to this Section 6 of this Exhibit B shall survive the termination of this Agreement and the other Loan Documents, the payment in full

of the Revolving Loans and the earlier resignation or removal of the Administrative

Agent or the Collateral Agent.

Successor Agents.

Administrative

Agent or Collateral Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective

on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance

with the terms of this Section 7 of this Exhibit B. The Required Lenders may deliver thirty (30) days’ notice of removal to

the Administrative Agent or Collateral Agent, effective on the date set forth in such notice or, if no such date is set forth therein,

upon the date such notice shall be effective, in accordance with the terms of this Section 7 of this Exhibit B. Upon receipt of any

such notice of resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent or Collateral

Agent, as applicable. If, after thirty (30) days after the date of the retiring Administrative Agent’s or Collateral Agent’s

notice of resignation or the Required Lenders’ notice of removal, no successor Administrative Agent or Collateral Agent has

been appointed by the Required Lenders and has accepted such appointment, then the retiring Administrative Agent or Collateral Agent,

as applicable, may, on behalf of the Lenders, appoint a successor Administrative Agent or Collateral Agent, as applicable, from among

the Lenders or petition a court of competent jurisdiction to appoint a successor Administrative Agent or Collateral Agent, as applicable.

Effective immediately upon its resignation, (a) the retiring Administrative Agent or Collateral Agent shall be discharged from its

duties and obligations under the Loan Documents, (b) the Lenders shall assume and perform all of the duties of Administrative Agent

or Collateral Agent, as applicable, until a successor Administrative Agent or Collateral Agent shall have accepted a valid appointment

hereunder, (c) the retiring Administrative Agent or Collateral Agent and its Related Persons shall no longer have the benefit of

any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Administrative

Agent or Collateral Agent was, or because such Administrative Agent or Collateral Agent had been, validly acting as Administrative

Agent or Collateral Agent under the Loan Documents, and (d) subject to its rights under Section 2(b) of this Exhibit B, the retiring

Administrative Agent or Collateral Agent, as applicable, shall take such action as may be reasonably requested by the Required Lenders

to assign to the successor Administrative Agent or Collateral Agent its rights as Administrative Agent or Collateral Agent under

the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Administrative Agent or Collateral Agent,

a successor Administrative Agent or Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges

and duties of the retiring Administrative Agent or Collateral Agent under the Loan Documents (other than any rights to indemnity,

payment and reimbursement rights of the retiring Administrative Agent or Collateral Agent, as applicable). After the retiring Administrative

Agent’s or Collateral Agent’s resignation or removal hereunder, the provisions of this Exhibit B and Section 11 and Sections

12.2 and 12.9 of the Agreement shall continue in effect for the benefit of such retiring Administrative Agent or Collateral Agent,

its sub agents and their respective Related Persons in respect of any actions taken or omitted to be taken by any of them while the

retiring Administrative Agent or Collateral Agent was acting as Administrative Agent or Collateral Agent and during the transition

of the administrative agent or collateral agent role to the successor Administrative Agent or Collateral Agent.

Notwithstanding

anything to the contrary contained herein or in any related document, any corporation into which the Administrative Agent or Collateral

Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or

consolidation to which the Administrative Agent or Collateral Agent shall be a party, or any corporation succeeding to the business

of the Administrative Agent or Collateral Agent shall be the successor of the Administrative Agent or Collateral Agent, as applicable,

hereunder without the execution or filing of any paper with any Person or any further act on the part of any Person.

Release of Collateral.

(a)

At such time as the Revolving Loans and the other Obligations shall have been paid in

full (other than contingent indemnification obligations in which no claim has been made), the Collateral shall be released from the Liens

created under the Loan Documents, and the Loan Documents and all obligations (other than those expressly stated to survive such termination)

of the Collateral Agent and the Borrower and each Guarantor shall terminate, all without delivery of any instrument or any further action

by any party, and all rights to the Collateral shall revert to the applicable Borrower or Guarantor. At the request and sole expense

of the Borrower following any such termination, the Collateral Agent shall deliver to the applicable Borrower or Guarantor, any Collateral

held by the Collateral Agent hereunder, and execute and deliver to the applicable Borrower or Guarantor such documents as such Borrower

or Guarantor, as applicable, shall reasonably request and prepare (in form reasonably satisfactory to the Collateral Agent) to evidence

such termination.

(b)

If any of the Collateral shall be sold, transferred or otherwise disposed of by the Borrower or Guarantor, as applicable, in a transaction

permitted under the Loan Documents, then the Lien created pursuant to the Loan Documents in such Collateral shall automatically be released.

Without limiting the foregoing, each Lender hereby consents to the release and hereby directs Administrative Agent and/or Collateral

Agent, as applicable, at the sole cost and expense of the Borrower, to release (or in the case of clause (b)(ii) below, release or subordinate)

the following:

any Guarantor if all of the stock of such Subsidiary owned directly or indirectly by the Borrower is sold or transferred in a transaction

permitted under the Loan Documents (including pursuant to a valid waiver or consent), to the extent that, after giving effect to such

transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to any Loan Document, provided that the

Borrower shall have provided to Administrative Agent and Collateral Agent a certificate of a Responsible Officer stating that such transaction

and the execution of any document evidencing such release by the Administrative Agent or Collateral Agent or the Administrative Agent’s

or Collateral Agent’s authorizing such release, as applicable, is permitted under the Loan Documents (and each Lender hereby authorizes

and directs Collateral Agent to conclusively rely on such certificate in performing its obligations under this clause (b)(i) and agrees

that the Collateral Agent shall incur no liability for acting in reliance upon such certificate); and

ii.

any Lien held by Collateral Agent for the benefit of the Secured Parties against any Collateral that is sold or otherwise disposed of

by the Borrower in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), provided that

the Borrower shall have provided to Collateral Agent a certificate of a Responsible Officer stating that such transaction and the execution

of any document evidencing such release by the Collateral Agent or the Collateral Agent’s authorizing such release, as applicable,

is permitted under the Loan Documents (and each Lender hereby authorizes and directs Collateral Agent to conclusively rely on such certificate

in performing its obligations under this clause (b)(ii) and agrees that the Collateral Agent shall incur no liability for acting in reliance

upon such certificate).

(c)

In addition, each Lender hereby consents to the release and hereby directs Collateral Agent, and the Collateral Agent shall, at the sole

cost and expense of the Borrower, to enter into non-disturbance or similar agreements (in form and substance satisfactory to the Collateral

Agent and the Required Lenders) with licensees of the Borrower or any of its Subsidiaries’ Intellectual Property, to the extent

reasonably requested by the Borrower, in connection with any collaboration, development, commercialization or other licensing transaction

permitted by the Loan Documents; provided that Borrower shall have provided to Collateral Agent a certificate of a Responsible

Officer stating that such transaction and the execution and delivery (or authorization) of such release, non-disturbance or similar agreement,

as applicable, is permitted under the Loan Documents (and each Lender hereby authorizes and directs Collateral Agent to conclusively

rely on such certificate in performing its obligations under this paragraph and agrees that the Collateral Agent shall incur no liability

for acting in reliance upon such certificate).

For

the avoidance of doubt, this Section 8 shall inure to the benefit of the Borrower and Guarantors, and each of their respective successors

and assigns.

Exculpatory Provisions.

(a)

Neither Administrative Agent nor Collateral Agent shall have any duties or obligations except those expressly set forth in this Agreement

and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing,

neither the Administrative Agent nor the Collateral Agent shall:

(i)

be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(ii)

have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly

contemplated by this Agreement or by the other Loan Documents that Administrative Agent or Collateral 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 in

this Agreement or in the other Loan Documents) (including direction by e-mail from counsel to the Required Lenders); and in all cases

each of the Administrative Agent and Collateral Agent shall be fully justified in failing or refusing to act hereunder or under any other

Loan Documents unless it shall (a) receive written instructions from 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) specifying the action to be taken and (b) be indemnified

to its satisfaction by the Lenders against any and all liability and expenses which may be incurred by it by reason of taking or continuing

to take any such action; provided that neither Administrative Agent nor Collateral Agent shall be required to take any action that, in

its opinion or the opinion of its counsel, may expose it to liability or that is contrary to any applicable Loan Document or Requirement

of Law;

(iii)

(x) except as expressly set forth herein and in the other applicable Loan Documents, have any duty to disclose, or (y) 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 Administrative

Agent, Collateral Agent or any of their respective Affiliates in any capacity; and

(iv)

be liable for any apportionment or distribution of payments made by it in good faith and, if any such apportionment or distribution is

subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to

recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby

agree to return to such Lender any such erroneous payments received by them).

(b)

Neither Administrative Agent nor Collateral Agent shall be liable for any action taken or not taken by it (i) with the consent of, or

at the request of, 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), 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. Neither Administrative Agent nor Collateral Agent shall be deemed to have

knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to

Administrative Agent or Collateral Agent, as applicable, in writing by the Borrower or the Required Lenders. Each of the Administrative

Agent and the Collateral Agent shall be entitled to request written instructions, or clarification of any instruction or request, from

the Required Lenders (or, if the relevant Loan Document expressly stipulates the matter is a decision for any other Lender or group of

Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right,

power, authority or discretion, and each of Administrative Agent and Collateral Agent may without any liability hereunder or under any

other Loan Document refrain from acting unless and until it receives those written instructions or that clarification, together with

indemnity and/or security satisfactory to it. In the absence of such written instructions, each of the Administrative Agent and Collateral

Agent may (but shall have no obligation to) act (or refrain from acting) as it considers to be in accordance with this Agreement or the

applicable Loan Documents. The instructions as aforesaid and any action taken or failure to act pursuant thereto by Administrative Agent

or Collateral Agent shall be binding on all of the Lenders.

(c)

Neither Administrative Agent nor Collateral Agent shall 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 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 or Event

of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,

instrument or document, (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly required

to be delivered to it, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition

of the Borrower, any Guarantor or any other obligor or guarantor, or (vii) any failure by the Borrower or Guarantor or any other Person

(other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of

any covenants, agreements, or other terms or conditions set forth herein or therein.

(d)

Neither Administrative Agent nor Collateral Agent shall be obliged to expend or risk its own funds or otherwise incur any financial liability

in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it

has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably

assured to it.

(e)

Neither Administrative Agent nor Collateral Agent shall be responsible for any unsuitability, inadequacy, expiration or unfitness of

any security interest created hereunder or pursuant to any other Loan Document nor shall it be obligated to make any investigation into,

and shall be entitled to assume, the adequacy and fitness of any security interest created hereunder or pursuant to any other Loan Document.

(f)

Neither Administrative Agent nor Collateral Agent shall be responsible or liable for any failure or delay in the performance of its obligations

hereunder or any other Loan Document arising out of or caused by, directly or indirectly, forces beyond its control, including, without

limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes

or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.

(g)

Neither Administrative Agent nor Collateral Agent shall 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 Collateral Agent’s

Liens thereon, or any certificate prepared by any party in connection therewith, and neither Administrative Agent nor Collateral Agent

have any duty to (and neither the Administrative Agent nor the Collateral Agent shall be responsible or liable to the Lenders or any

other Person for any failure to) monitor, maintain or preserve any portion of the Collateral, any security interests of Collateral Agent

therein or any filings, registrations, or recordings made with respect thereto. Neither Administrative Agent nor Collateral Agent shall

have any obligation whatsoever to any Lender or any other Person to investigate, confirm or assure that the Collateral exists or is owned

by the Borrower or is insured or has been encumbered, or that the liens and security interests granted to Collateral Agent pursuant hereto

or any of the Loan Documents or otherwise have been properly or sufficiently or lawfully created, perfected, protected or enforced or

are entitled to any particular priority.

(h)

Notwithstanding anything herein or in any Loan Document to the contrary, neither Administrative Agent nor Collateral Agent shall be responsible

for, nor chargeable with, knowledge of the content, terms and conditions of, or have any duty or obligation under, any other agreement,

instrument, or document to which it is not a party, or the occurrence of any event described therein) whether or not an original or a

copy of such agreement, instrument or document has been provided to the Administrative Agent or the Collateral Agent. In no event shall

the Administrative Agent or Collateral Agent have any duties or obligations.

(i)

The rights, privileges, protections, immunities and benefits given to the Administrative Agent and the Collateral Agent, including, without

limitation, its right to be indemnified, are extended to, and shall be enforceable: (i) by the Administrative Agent and Collateral Agent

in each Loan Document and any other document related hereto or thereto to which it is a party and (ii) the entity serving as Administrative

Agent or Collateral Agent in each of its capacities hereunder and in each of its capacities under any Loan Document whether or not specifically

set forth therein and each agent, custodian and other Person employed to act hereunder and under any Loan Document or related document,

as the case may be.

EXHIBIT

Taxes;

Increased Costs.

Defined Terms. For purposes of this Exhibit C:

(a)

“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.

(b)

“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, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and

branch profits Taxes, in each case, (A) 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 (B) that are Other Connection Taxes, (ii) 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 the Revolving

Loan or Revolving Credit Commitment pursuant to a law in effect on the

date on which (A) such Lender acquires such interest in the Revolving Loan or Revolving

Credit Commitment (other than any assignment requested by the Borrower) or (B) such Lender changes its lending office,

except in each case to the extent that, pursuant to this Exhibit C, amounts with respect to such Taxes were payable either to such Lender’s

assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (iii)

Taxes attributable to such Recipient’s failure to comply with Section 7 of this Exhibit C and (iv) any U.S. federal withholding

Taxes imposed under FATCA.

(c)

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended

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

or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue 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 Internal Revenue Code.

(d)

“Foreign Lender” means a Lender that is not a U.S. Person.

(e)

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment or deemed

payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described

in clause (i), Other Taxes.

(f)

“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 Revolving

Loan or Loan Document).

(g)

“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 any assignment requested by the Borrower).

(h)

“Recipient” means the Administrative Agent, Collateral Agent or any Lender, as applicable.

(i)

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the

Internal Revenue Code.

(j)

“Withholding Agent” means either the Borrower or the Administrative Agent, as applicable.

Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be

made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the

good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a

Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay

the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an

Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has

been made (including such deductions and with the Borrower applicable to additional sums payable under this Exhibit C) the applicable

Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable

law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.

Indemnification by Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full

amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Exhibit

C) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses

arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the

relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by any Recipient

(with a copy to the Administrative Agent) shall be conclusive absent manifest error.

Indemnification by the Lenders. Each Lender shall severally indemnify Administrative Agent and Collateral Agent, within 10 days after

demand therefor, for (a) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already

indemnified Administrative Agent or Collateral Agent, as applicable, for such Indemnified Taxes and without limiting the obligation of

such Borrower to do so), (b) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.1 of the

Agreement relating to the maintenance of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in each case,

that are payable or paid by Administrative Agent or Collateral Agent in connection with any Loan Document, and any reasonable expenses

arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent or Collateral

Agent, as applicable, shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent and Collateral Agent

to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative

Agent or Collateral Agent to the Lender from any other source against any amount due to Administrative Agent or Collateral Agent under

this Section 5.

Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to the

provisions of this Exhibit C, the Borrower shall deliver to the applicable Recipient (with a copy to the Administrative Agent) the original

or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment

or other evidence of such payment reasonably satisfactory to such Recipient.

Status of Lenders.

(a)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document

shall deliver to the Borrower and Administrative Agent, at the time or times reasonably requested by the Borrower or Administrative Agent,

such properly completed and executed documentation reasonably requested by the Borrower or Administrative Agent as will permit such payments

to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower

or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower

or Administrative Agent as will enable the Borrower or Administrative Agent to determine whether or not such Lender is subject to backup

withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,

execution and submission of such documentation (other than such documentation set forth in Sections 7(b)(i), 7(b)(ii) and 7(b)(iv) of

this Exhibit C) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject

such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(b)

Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,

(i)

any Lender that is a U.S. Person shall deliver to such Borrower and Administrative Agent on or about the date on which such Lender becomes

a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or Administrative Agent),

executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(ii)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and Administrative Agent (in such number

of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of such Borrower or Administrative Agent), whichever of the following is

applicable:

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from,

or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect

to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction

of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

executed copies of IRS Form W-8ECI;

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue

Code, (x) a certificate to the effect that such Foreign Lender (or other applicable Person) is not a “bank” within the meaning

of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of such Borrower within the meaning of Section

871(h)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” related to such Borrower as described in

Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of

IRS Form W-8BEN or IRS Form W-8BEN-E; or

to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form

W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial

owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign

Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of

each such direct and indirect partner;

(iii)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and Administrative Agent (in such number

of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement

(and from time to time thereafter upon the reasonable request of such Borrower or Administrative Agent), executed copies of any other

form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,

together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower or Administrative Agent

to determine the withholding or deduction required to be made; and

(iv)

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender

were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Internal Revenue Code, as applicable), such Lender shall deliver to such Borrower and Administrative Agent at the time or times prescribed

by law and at such time or times reasonably requested by such Borrower or Administrative Agent such documentation prescribed by applicable

law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested

by such Borrower or Administrative Agent as may be necessary for such Borrower and Administrative Agent to comply with their obligations

under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount,

if any, to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments

made to FATCA after the date of this Agreement.

(c)

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,

it shall update such form or certification or promptly notify such Borrower and Administrative Agent in writing of its legal inability

to do so.

Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund

of any Taxes as to which it has been indemnified pursuant to the provisions of this Exhibit C (including by the payment of additional

amounts pursuant to the provisions of this Exhibit C), it shall pay to the indemnifying party an amount equal to such refund (but only

to the extent of indemnity payments made under the provisions of this Exhibit C with respect to the Taxes giving rise to such refund),

net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the

relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall

repay to such indemnified party the amount paid over pursuant to this Section 8 (plus any penalties, interest or other charges imposed

by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental

Authority. Notwithstanding anything to the contrary in this Section 8, in no event will the indemnified party be required to pay any

amount to an indemnifying party pursuant to this Section 8 the payment of which would place the indemnified party in a less favorable

net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund

had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax

had never been paid. This Section 8 shall not be construed to require any indemnified party to make available its Tax returns (or any

other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

Increased Costs. If any change in applicable law shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes,

(B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan

principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result

shall be to increase the cost to such Recipient of making, exchanging, continuing or maintaining the Revolving

Loan or of maintaining its obligation to make the Revolving Loan, or

to reduce the amount of any sum received or receivable by such Recipient (whether of principal, interest or any other amount), then,

upon the request of such Recipient, the Borrower will pay to such Recipient such additional amount or amounts as will compensate such

Recipient for such additional costs incurred or reduction suffered.

10.

Survival. Each party’s obligations under the provisions of this Exhibit C shall survive the resignation or replacement of Administrative

Agent or Collateral Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving

Credit Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

EXHIBIT

Cantor

Fitzgerald Securities,

Administrative Agent (the “Administrative Agent”)

Ladies

and Gentlemen:

Reference

is made to that certain Senior Secured Loan and Security Agreement, dated as of November 14, 2024 (as amended by

that certain Amendment No. 1 to Senior Secured Loan and Security Agreement dated as of September 26, 2025, and that certain Amendment

No. 2 to Senior Secured Loan and Security Agreement dated as of September 30, 2026, and as further amended, restated, supplemented

or otherwise modified from time to time, the “Credit Agreement”), by and among Reed’s, Inc., a Delaware corporation

(the “Borrower”), the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and

Cantor Fitzgerald Securities, in its capacity as Administrative Agent and Collateral Agent thereunder. Capitalized terms used but not

otherwise defined herein shall have the meaning given to such terms in the Credit Agreement.

The

requested date of the proposed Borrowing shall be [___]1 (for the avoidance of doubt, such date shall be a Business Day)

(the “Funding Date”).

The

Borrower requests a Borrowing constituting a RevolvingTerm

Loan in the principal amount of [$___________].2

The

account to be credited with the proceeds of the Borrowing is the [Account], located at [___________] with account number [___________].3

The

undersigned hereby certifies on behalf of Borrower [and the other LoanCredit

Parties] that, as of the date hereof, the conditions set forth in Section 3.1 of the Credit Agreement have been satisfied,

and that the conditions set forth in Sections [3.2/3.3] of the Credit Agreement shall be satisfied as of the Funding Date.

The

undersigned hereby certifies on behalf of Borrower [and the other LoanCredit

Parties] that:

the

representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on such Funding

Date; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties

that already are qualified or modified by materiality in the text thereof; and provided, further, that those representations and

warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date,

and; and

ii.

Event of Default has occurred and is continuing or will result from the funding of the RevolvingTerm

Loan.

[Following the borrowing of the Revolving Loans, the Borrower has not made more than two borrowings of Revolving Loans during the fiscal

month the Borrowing will occur.]4

This Borrowing Request complies with Section

2.92.6 of the

Credit Agreement.

[Signature

Page Follows]

The Borrowing Request must be received by the Administrative Agent not later than three (3) Business Days prior to the

requested

Borrowing.

Revolving Loan requests to be in minimum amount of $1,000,000 and shall be an integral multiple of $500,000.

Insert wire instructions for Account.

Insert for Revolving Loans after the Effective Date.

Very truly yours,

REED’S, INC.,

as Borrower

By:

Name:

Title:

[Signature

Page for Borrowing Request]

EXHIBIT

Compliance Certificate

TO:

CANTOR

FITZGERALD SECURITIES, as Administrative Agent and WHITEBOX ADVISORS LLC, as Lender

FROM:

[REED’S,

INC.]

The

undersigned authorized officer (“Officer”) of Reed’s, Inc. (“the Borrower”), hereby certifies

that in accordance with the terms and conditions of the Senior Secured Loan and Security Agreement dated as of November 14, 2024, by

and among the Borrower, Administrative Agent, Collateral Agent, the Lenders and other Persons from time to time party thereto (as

amended by that certain Amendment No. 1 to Senior Secured Loan and Security Agreement dated as of September 26, 2025, and that certain

Amendment No. 2 to Senior Secured Loan and Security Agreement dated as of September 30, 2026, and as further amended, restated, supplemented

or otherwise modified from time to time, the

“Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the

Loan Agreement),

(a)

the

Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; and

(b)

There

are no defaults or Events of Default, except as noted below.

Attached

are the required documents, if any, supporting our certification(s). The Officer, on behalf of the Borrower, further certifies that the

attached financial statements are prepared under generally accepted accounting principles (GAAP) and are consistently applied from one

period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements,

for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements.

Please

indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under “Complies” column.

Reporting

Covenant

Requirement

Actual

Complies

Quarterly

financial statements

Quarterly

within 45 days after first 3 quarters

Yes

N/A

Annual

(CPA Audited) statements

Within

90 days after FYE

Yes

N/A

Annual

Financial Projections/Budget (prepared on a monthly basis)

Annually

(within earlier 10 days of approval or March 15)

Yes

N/A

Compliance

Certificate

Concurrently

with the monthly, quarterly and annual statements

Yes

N/A

Copies

of material correspondence with Governmental Authorities

Within

5 days after documents are sent/received

Yes

N/A

Updated

Perfection Certificate

Every

12 months

Yes

N/A

Deposit

and Securities Accounts

(Please

list all accounts; attach separate sheet if additional space needed)

Institution

Name

Account

Number

New

Account?

Account

Control Agreement in place?

Yes

Financial

Covenants

Minimum

Liquidity Requirement

(period ending _______)

Qualified

Cash

Complies

with Minimum Liquidity

Requirement (Is Qualified Cash

greater than $[__] million on each day

during the applicable month?)

[Please

attach evidence with

respect to the Minimum Liquidity

Requirement calculation for each

day of the month]

Yes

N/A

Other

Matters

Have

there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?

Yes

Have

there been any new or pending claims or causes of action against the Borrower that involve more than [Five

Hundred Thousand Dollars ($500,000.00)]?

Yes

Has

Borrower provided the Administrative Agent, the Collateral Agent and the Lenders with all notices required to be delivered under

Sections 6.2(a) and 6.2(b) of the Loan Agreement?

Yes

Exceptions

Please

explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate

sheet if additional space needed.)

REED’S, INC.

By:

Name:

Title:

Date:

EXHIBIT

CORPORATE

BORROWING CERTIFICATE

Borrower:

REED’S,

INC.

Date:

November 14, 2024

Lender[s]:

CANTOR

FITZGERALD SECURITIES, as Administrative Agent and [_______], as Lender

hereby certify as follows, as of the date set forth above:

am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below.

The

Borrower’s exact legal names are set forth above. The Borrower is a corporation existing under the laws of the State of Delaware.

Attached

hereto as Exhibit A and Exhibit B, respectively, are true, correct and complete copies of (i) Borrower’s Certificate

of Incorporation (including amendments), as filed with the Secretary of State of the state in which the Borrower is incorporated

as set forth in paragraph 2 above; and (ii) the Borrower’s Bylaws. Neither such Certificate of Incorporation nor such Bylaws

have been amended, annulled, rescinded, revoked or supplemented, and such Certificate of Incorporation and such Bylaws remain in

full force and effect as of the date hereof.

The

following resolutions were duly and validly adopted by the Board of Directors at a duly held meeting of such directors (or pursuant

to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date

hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them until each

Lender receives written notice of revocation from Borrower.

[Balance

of Page Intentionally Left Blank]

Resolved,

that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf

of the Borrower:

Name

Title

Signature

Authorized

Add or Remove

Signatories

______Norman

E Snyder JrNeal M.

Cohane

Chief

Executive Officer

______Joann

TinnellyDouglas

W. McCurdy

Chief

Financial Officer & Secretary

☐

Resolved

Further, that any one of the persons designated

above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons

authorized to act on behalf of the Borrower.

Resolved

Further, that

such individuals may, on behalf of the Borrower:

Borrow

Money. Borrow money from the Lenders.

Execute

Loan Documents. Execute any loan documents any Lender requires.

Grant

Security. Grant Collateral Agent a security interest in any of the Borrower’s assets.

Negotiate

Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which the Borrower has an

interest and receive cash or otherwise use the proceeds.

Pay

Fees. Pay fees under the Loan Agreement or any other Loan Document.

Further

Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents

or agreement that waive the Borrower’s right to a jury trial) they believe to be necessary to effectuate such resolutions.

Resolved

Further,

that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.

[Balance

of Page Intentionally Left Blank]

The

persons listed above are the Borrower’s officers or employees with their titles and signatures shown next to their names.

By:

Reed’s,

Inc.

Name:

Joann

TinnellyDouglas

W. McCurdy

Title:

Chief

Financial Officer & Secretary

***

If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph

4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of the Borrower.

the Chief Executive Officer of the Borrower, hereby certify as to paragraphs 1 through 5 above, as

the date set forth above.

By:

Reed’s,

Inc.

Name:

Norman

E Snyder, Jr.Neal

M. Cohane

Title:

Chief

Executive Officer_______________

Exhibit

Certificate of Incorporation (including amendments)

[see

attached]

Exhibit

Bylaws

[see

attached]

EXHIBIT

FORM

OF ASSIGNMENT AND ACCEPTANCE

This

Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and

is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee]

(the “Assignee”). Capitalized terms used but not defined herein shall have the respective meanings given to such terms

in the Senior Secured Loan and Security Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise

modified and in effect from time to time the “Loan Agreement”), receipt of a copy of which is hereby acknowledged

by the Assignee, and the interpretative provisions in the Loan Agreement shall apply herein, mutatis mutandis. The Standard Terms and

Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment

and Assumption as if set forth herein in full.

For

an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases

and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the

Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its

capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related

to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective

facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action

and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection

with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in

any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,

statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause

(i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively

as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly

provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignor:

____________________________________________________________________

Assignee:

____________________________________________________________________

[and

is an Affiliate/Approved Fund of [identify Lender]5]

Administrative

Borrower: Reed’s, Inc., a Delaware corporation.

Administrative

Agent: Cantor Fitzgerald Securities, as the Administrative Agent under the Loan Agreement.

Loan

Agreement: The Senior Secured Loan and Security Agreement dated as of November 14, 2024, among the Borrower, the other Subsidiaries

from time to time party thereto, the Lenders and other Persons from time to time party thereto, and Cantor Fitzgerald Securities,

as Administrative Agent and as Collateral Agent.

Select as applicable.

Assigned

Interest:

Facility

Assigned

Aggregate

Amount of

Revolving Credit

CommitmentTerm

Loans for

all Lenders6

Amount

Revolving Credit

CommitmentTerm

Loans

Assigned3

Percentage

Assigned

of Revolving Credit

CommitmentTerm

Loans 7

[7.____

Trade

Date:________________________________________________________________.]8

[Page

break]

Amount to be adjusted by the counterparties to take into account any payments or prepayments

made between the Trade Date and the Effective Date.

Set forth, to at least 9 decimals, as a percentage of the Revolving Credit CommitmentTerm

Loans of all Lenders thereunder.

To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

-2-

Effective

Date: _____________ ___, 20___ [To be inserted by Administrative Agent and which shall be the

Effective Date of Recordation of Transfer in the Register therefor.]

The

terms set forth in this Assignment and Assumption are hereby agreed to:

Assignor:

[Name

of Assignor]

By:

Name:

Title:

Assignee:

[Name

of Assignee]

By:

Name:

Title:

Consented

to and Accepted:

CANTOR

FITZGERALD SECURITIES,

as Administrative

Agent

By:

Name:

Title:

-3-

Annex

Standard

Terms and Conditions for

Assignment and Assumption

Representations

and Warranties.

1.1.

Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the

Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has

taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby;

and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the

Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value

of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates

or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries

or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.

Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,

to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under

the Loan Agreement, (ii) it meets all the requirements to be an assignee under Section 12.1 and the definition of “Required Lender”

under the Loan Agreement (subject to such consents, if any, as may be required under Section 12.1 of the Loan Agreement), (iii) from

and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of

the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire

assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to

acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Loan Agreement, and

has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section

6.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision

to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon

the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit

analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) if it is not a United

States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) attached to the Assignment and Assumption

is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee;

and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and

based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking

or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by

the terms of the Loan Documents are required to be performed by it as a Lender.

Payments.

From

and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments

of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and

to the Assignee for amounts which have accrued from and after the Effective Date.

General

Provisions.

This

Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and

assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.

Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery

of a manually executed counterpart of this Assignment and Assumption. The validity of this Assignment and Assumption and the other Loan

Documents (unless expressly provided to the contrary in another Loan Document in respect of such other Loan Document), the construction,

interpretation, and enforcement hereof and thereof, and the rights of the parties hereto and thereto with respect to all matters arising

hereunder or thereunder or related hereto or thereto shall be determined under, governed by, and construed in accordance with the laws

of the state of New York without giving effect to the conflict of laws principles.

EXHIBIT

[FORM

OF] SOLVENCY CERTIFICATE

November

14, 2024

[___________]

Pursuant

to Section 3.2(h) of the Senior Secured Loan and Security Agreement, dated as of the date hereof (as amended, restated, amended and restated,

refinanced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Cantor

Fitzgerald Securities, as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent

(in such capacity, the “Collateral Agent”), the other lenders listed on Schedule 1.1(a) thereof or otherwise party

thereto from time to time (each a “Lender” and collectively, the “Lenders”), Reed’s, Inc.,

a Delaware corporation (the “Borrower”), and the other Subsidiaries from time to time party thereto (the “Guarantors”),

I, Joann TinnellyDouglas

W. McCurdy, certify that I am the duly appointed, qualified and acting chief financial officer (or other officer with reasonably

equivalent duties) of the Borrower, and, in such capacity and not in my individual capacity (and without personal liability), certify

that based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such facts

and circumstances after the date hereof):

the date hereof, immediately after giving effect to the consummation of the Transactions on the Effective Date, the Borrower and its

Subsidiaries (on a consolidated basis), (a) have property with fair value greater than the total amount of their debts and liabilities,

contingent, subordinated or otherwise (it being understood 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, can reasonably be expected to become an actual or

matured liability), (b) have assets with present fair salable value not less than the amount that will be required to pay their liability

on their debts as they become absolute and matured, (c) will be able to pay their debts and liabilities, subordinated, contingent or

otherwise, as they become absolute and matured and (d) are not engaged in business or a transaction, and are not about to engage in business

or a transaction, for which their property would constitute an un-reasonably small capital.

The

undersigned is familiar with the business and financial position of the Borrower and its Subsidiaries. In reaching the conclusions set

forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the undersigned has deemed appropriate,

having taken into account the nature of the particular business anticipated to be conducted by the Borrower and its Subsidiaries after

consummation of the transactions contemplated by the Loan Documents. Capitalized terms used but not otherwise defined herein shall have

the meanings assigned to them in the Credit Agreement.

[Remainder

of page intentionally left blank.]

REED’S, INC., as the Borrower

By:

Name:

Joann TinnellyDouglas

W. McCurdy

Title:

Chief Financial Officer & Secretary

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