Common use of Amendments to Note Clause in Contracts

Amendments to Note. (a) The total quantum of the Note as set forth in the opening paragraph thereof (and in the line above such paragraph) shall be amended from “TWENTY FIVE MILLION DOLLARS ($25,000,000)” to “FORTY FIVE MILLION DOLLARS ($45,000,000)”. (b) Section 1(a) of the Note is hereby amended and restated in its entirety as set forth below: “The Borrower hereby covenants and promises to pay to the Payee the aggregate unpaid principal amount of the loan advances made to the Borrower under this Note, together with interest thereon calculated in accordance with the provisions of this Note. Subject to the terms and conditions of this Note and upon satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, the Payee agrees to advance the Borrower a loan or loans in the aggregate original principal amount of $45,000,000. Subject to the satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, on August 9, 2023 the Payee will advance to the Borrower a loan in the aggregate original principal amount of $10,000,000 and, thereafter, until August 11, 2023 (inclusive), the Borrower may request, and the Payee agrees to make, an additional loan advance on any day; provided that, (i) the aggregate principal amount of such additional loan may not exceed the amount by which “Ending WUP Cash” is less than “Accrued Liabilities” (in each case, as set forth in and in accordance with the cash flow forecast delivered to the Payee on the immediately preceding Business Day (which such forecast shall be in form and substance substantially consistent with the cash flow forecast previously circulated between Borrower and Payee on or prior to the date hereof)) as of 5:00 p.m. New York time on the immediately preceding Business Day, (ii) there shall be no more than 3 advances in total and (iii) the aggregate original principal amount of all such advances shall not exceed $15,000,000. On the First Amendment Effective Date (as defined in that certain First Amendment to Secured Promissory Note, dated as of August 15, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “First Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the First Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $10,000,000 (such funding date, the “First Amendment Funding Date”) and (ii) as of the First Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $25,000,000. On or after the Second Amendment Effective Date (as defined in that certain Second Amendment to Secured Promissory Note, dated as of August 21, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Second Amendment”)) and subject to the occurrence thereof pursuant to the conditions to effectiveness thereunder and until August 25, 2023 (or such later date agreed to by the Payee in its sole discretion), upon request by the Borrower to the Payee for a draw in a specified amount and the Payee’s approval of such draw, the Payee will advance to the Borrower a loan in such approved amount; provided that, (i) the aggregate principal amount of all such additional loans may not exceed $20,000,000 and (ii) there shall be no more than 3 advances in total. The loan advances made by the Payee pursuant to this Section 1(a) shall be sent by wire transfer of immediately available funds directly from the Payee to an account designated by the Borrower.” (c) Exhibit B to the Note is hereby amended and restated in its entirety as set forth in Annex A attached hereto.

Amendments to Note. (a) The total quantum of the Note as set forth in the opening paragraph thereof (and in the line above such paragraph) shall be amended from “FIFTEEN MILLION DOLLARS ($15,000,000)” to “TWENTY FIVE MILLION DOLLARS ($25,000,000)” to “FORTY FIVE MILLION DOLLARS ($45,000,000)”. (b) Section 1(a) of the Note is hereby amended and restated in its entirety as set forth below: “The Borrower hereby covenants and promises to pay to the Payee the aggregate unpaid principal amount of the loan advances made to the Borrower under this Note, together with interest thereon calculated in accordance with the provisions of this Note. Subject to the terms and conditions of this Note and upon satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, the Payee agrees to advance the Borrower a loan or loans in the aggregate original principal amount of $45,000,00025,000,000. Subject to the satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, on August 9, 2023 the Payee will advance to the Borrower a loan in the aggregate original principal amount of $10,000,000 and, thereafter, until August 11, 2023 (inclusive), the Borrower may request, and the Payee agrees to make, an additional loan advance on any day; provided that, (i) the aggregate principal amount of such additional loan may not exceed the amount by which “Ending WUP Cash” is less than “Accrued Liabilities” (in each case, as set forth in and in accordance with the cash flow forecast delivered to the Payee on the immediately preceding Business Day (which such forecast shall be in form and substance substantially consistent with the cash flow forecast previously circulated between Borrower and Payee on or prior to the date hereof)) as of 5:00 p.m. New York time on the immediately preceding Business Day, (ii) there shall be no more than 3 advances in total and (iii) the aggregate original principal amount of all such advances shall not exceed $15,000,000. On the First Amendment Effective Date (as defined in that certain First Amendment to Secured Promissory Note, dated as of August 15, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “First Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the First Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $10,000,000 (such funding date, the “First Amendment Funding Date”) and (ii) as of the First Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $25,000,000. On or after the Second Amendment Effective Date (as defined in that certain Second Amendment to Secured Promissory Note, dated as of August 21, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Second Amendment”)) and subject to the occurrence thereof pursuant to the conditions to effectiveness thereunder and until August 25, 2023 (or such later date agreed to by the Payee in its sole discretion), upon request by the Borrower to the Payee for a draw in a specified amount and the Payee’s approval of such draw, the Payee will advance to the Borrower a loan in such approved amount; provided that, (i) the aggregate principal amount of all such additional loans may not exceed $20,000,000 and (ii) there shall be no more than 3 advances in total. The loan advances made by the Payee pursuant to this Section 1(a) shall be sent by wire transfer of immediately available funds directly from the Payee to an account designated by the Borrower.” (c) Exhibit B Schedule 1 to the Note is hereby amended and restated in its entirety as set forth in Annex A attached hereto.

Amendments to Note. (a) The total quantum of the Note as set forth in the opening paragraph thereof (and in the line above such paragraph) shall be amended from “TWENTY FIVE SIXTY MILLION DOLLARS ($25,000,00060,000,000)” to “FORTY FIVE SEVENTY MILLION DOLLARS ($45,000,00070,000,000)”. (b) Section 1(a) of the Note is hereby amended and restated in its entirety as set forth below: “The Borrower hereby covenants and promises to pay to the Payee the aggregate unpaid principal amount of the loan advances made to the Borrower under this Note, together with interest thereon calculated in accordance with the provisions of this Note. Subject to the terms and conditions of this Note and upon satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, the Payee agrees to advance the Borrower a loan or loans in the aggregate original principal amount of $45,000,00070,000,000. Subject to the satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, on August 9, 2023 the Payee will advance to the Borrower a loan in the aggregate original principal amount of $10,000,000 and, thereafter, until August 11, 2023 (inclusive), the Borrower may request, and the Payee agrees to make, an additional loan advance on any day; provided that, (i) the aggregate principal amount of such additional loan may not exceed the amount by which “Ending WUP Cash” is less than “Accrued Liabilities” (in each case, as set forth in and in accordance with the cash flow forecast delivered to the Payee on the immediately preceding Business Day (which such forecast shall be in form and substance substantially consistent with the cash flow forecast previously circulated between Borrower and Payee on or prior to the date hereof)) as of 5:00 p.m. New York time on the immediately preceding Business Day, (ii) there shall be no more than 3 advances in total and (iii) the aggregate original principal amount of all such advances shall not exceed $15,000,000. On the First Amendment Effective Date (as defined in that certain First Amendment to Secured Promissory Note, dated as of August 15, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “First Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the First Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $10,000,000 (such funding date, the “First Amendment Funding Date”) and (ii) as of the First Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $25,000,000. On or after the Second Amendment Effective Date (as defined in that certain Second Amendment to Secured Promissory Note, dated as of August 21, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Second Amendment”)) and subject to the occurrence thereof pursuant to the conditions to effectiveness thereunder and until August 25, 2023 (or such later date agreed to by the Payee in its sole discretion), upon request by the Borrower to the Payee for a draw in a specified amount and the Payee’s approval of such draw, the Payee will advance to the Borrower a loan in such approved amount; provided that, (i) the aggregate principal amount of all such additional loans may not exceed $20,000,000 and (ii) there shall be no more than 3 advances in total. On the Third Amendment Effective Date (as defined in that certain Third Amendment to Secured Promissory Note, dated as of September 6, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Third Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the Third Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $15,000,000 (such funding date, the “Third Amendment Funding Date”) and (ii) as of the Third Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $60,000,000. On the Fourth Amendment Effective Date (as defined in that certain Fourth Amendment to Secured Promissory Note, dated as of September 14, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Fourth Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the Fourth Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $10,000,000 (such funding date, the “Fourth Amendment Funding Date”) and (ii) as of the Fourth Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $70,000,000. The loan advances made by the Payee pursuant to this Section 1(a) shall be sent by wire transfer of immediately available funds directly from the Payee to an account designated by the Borrower.” (c) Exhibit B to the Note is hereby amended and restated in its entirety as set forth in Annex A attached hereto.

Amendments to Note. (a) The total quantum of the Note as set forth in the opening paragraph thereof (and in the line above such paragraph) shall be amended from “TWENTY FIVE MILLION DOLLARS ($25,000,000)” to “FORTY FIVE MILLION DOLLARS ($45,000,000)” to “SIXTY MILLION DOLLARS ($60,000,000)”. (b) Section 1(a) of the Note is hereby amended and restated in its entirety as set forth below: “The Borrower hereby covenants and promises to pay to the Payee the aggregate unpaid principal amount of the loan advances made to the Borrower under this Note, together with interest thereon calculated in accordance with the provisions of this Note. Subject to the terms and conditions of this Note and upon satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, the Payee agrees to advance the Borrower a loan or loans in the aggregate original principal amount of $45,000,00060,000,000. Subject to the satisfaction of the conditions set forth in the closing checklist attached hereto as Exhibit B, on August 9, 2023 the Payee will advance to the Borrower a loan in the aggregate original principal amount of $10,000,000 and, thereafter, until August 11, 2023 (inclusive), the Borrower may request, and the Payee agrees to make, an additional loan advance on any day; provided that, (i) the aggregate principal amount of such additional loan may not exceed the amount by which “Ending WUP Cash” is less than “Accrued Liabilities” (in each case, as set forth in and in accordance with the cash flow forecast delivered to the Payee on the immediately preceding Business Day (which such forecast shall be in form and substance substantially consistent with the cash flow forecast previously circulated between Borrower and Payee on or prior to the date hereof)) as of 5:00 p.m. New York time on the immediately preceding Business Day, (ii) there shall be no more than 3 advances in total and (iii) the aggregate original principal amount of all such advances shall not exceed $15,000,000. On the First Amendment Effective Date (as defined in that certain First Amendment to Secured Promissory Note, dated as of August 15, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “First Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the First Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $10,000,000 (such funding date, the “First Amendment Funding Date”) and (ii) as of the First Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $25,000,000. On or after the Second Amendment Effective Date (as defined in that certain Second Amendment to Secured Promissory Note, dated as of August 21, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Second Amendment”)) and subject to the occurrence thereof pursuant to the conditions to effectiveness thereunder and until August 25, 2023 (or such later date agreed to by the Payee in its sole discretion), upon request by the Borrower to the Payee for a draw in a specified amount and the Payee’s approval of such draw, the Payee will advance to the Borrower a loan in such approved amount; provided that, (i) the aggregate principal amount of all such additional loans may not exceed $20,000,000 and (ii) there shall be no more than 3 advances in total. On the Third Amendment Effective Date (as defined in that certain Third Amendment to Secured Promissory Note, dated as of September 6, 2023, made by and among the Borrower, each Guarantor, and the Payee (the “Third Amendment”)) and subject to the conditions to effectiveness thereunder or the Business Day immediately following the Third Amendment Effective Date, (i) upon request by the Borrower to the Payee, the Payee will advance in a single draw to the Borrower a loan in the aggregate original principal amount of $15,000,000 (such funding date, the “Third Amendment Funding Date”) and (ii) as of the Third Amendment Funding Date, the aggregate outstanding original principal amount of all advances under this Note shall be $60,000,000. The loan advances made by the Payee pursuant to this Section 1(a) shall be sent by wire transfer of immediately available funds directly from the Payee to an account designated by the Borrower.” (c) Exhibit B to the Note is hereby amended and restated in its entirety as set forth in Annex A attached hereto.