Common use of CERTAIN ADDRESSES FOR NOTICES Clause in Contracts

CERTAIN ADDRESSES FOR NOTICES. To Borrower or any Guarantor: WD-40 COMPANY9715 Businesspark XxxxxxXxx Xxxxx, XX 00000Xxxx: Xxxx X. Xxxxx, CFO e-mail: † With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxx, XX 00000Xxxx: Phenix X. Xxxxxxxx, General Counsel e-mail: † To Lender: Bank of AmericaDoc Retention CenterNC1-026-06-06Gateway Village-000 Xxxxxxxx000 X. Xxxxx XxxxxxXxxxxxxxx, XX 00000 With a copy to: Bank of America, N.A.000 X Xxxxxx, Xxxxx 0000Xxx Xxxxx, XX 00000Xxxx: Xxxxx Xxxxx Exhibit 2.02 FORM OF LOAN NOTICE Date: , To: Bank of America, N.A., as Lender Re: Second Amended and Restated Credit Agreement dated as of April 30, 2024 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among WD-40 Company, a Delaware corporation (the “Company”), certain Foreign Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Guarantors, and Bank of America, N.A., as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Indicate: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate Loan or Term SOFR Loan or Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

CERTAIN ADDRESSES FOR NOTICES. To Borrower or any GuarantorBORROWER: WD-40 COMPANY9715 Businesspark XxxxxxXxx Xxxxx, XX 00000Xxxx: Xxxx X. Xxxxx, CFO e-mail: † With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxx, XX 00000Xxxx: Phenix X. Xxxxxxxx, General Counsel e-mail: † To Lender: Bank of AmericaDoc Retention CenterNC1-026-06-06Gateway Village-000 Xxxxxxxx000 X. Pinnacle West Capital Corporation 000 Xxxxx XxxxxxXxxxxxxxxXxxxx Xxxxxx Mail Station 9040 Xxxxxxx, XX 00000 With a copy toAttention: Bank of AmericaTreasurer Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Electronic Xxx.Xxxxxxx@XxxxxxxxXxxx.xxx AGENT: PNC Bank, N.A.000 X Xxxxxx, Xxxxx 0000Xxx XxxxxNational Association 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx, XX 00000Xxxx00000 Facsimile No.: Xxxxx Xxxxx Exhibit 2.02 000-000-0000 Telephone No.: 000-000-0000 Attention: Xxxxxxx Xxxxxx Email: xxxxxxx.xxxxxx@xxx.xxx EXHIBIT A — FORM OF LOAN NOTICE Date: PROMISSORY NOTE $________ May 9, To: Bank 2019 FOR VALUE RECEIVED, the undersigned, PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), hereby promises to pay to the order of America________ or its registered assigns (the “Lender”), N.A.in accordance with the provisions of the Term Loan Agreement (as hereinafter defined), the principal amount of ________ DOLLARS ($________), or, if less, the aggregate outstanding principal amount of the Loans (as defined in the Term Loan Agreement) made by the Lender Re: Second Amended and Restated Credit to the Borrower pursuant to the 364-Day Term Loan Agreement dated as of April 30May 9, 2024 2019 among the Borrower, the Lender and certain other lenders party thereto, PNC Bank, National Association, as Agent for the Lender and such other lenders, and the other agents party thereto (as amended, restated, extended, supplemented amended or otherwise modified in writing from time to time, the “Credit Term Loan Agreement”; the terms defined therein being used herein as therein defined). The Borrower promises to pay interest on the unpaid principal amount of the Loans from the date of the Loans until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan Agreement. Both principal and interest are payable in lawful money of the United States of America to the Agent for the account of the Lender in same day funds at the Agent’s Account. The Loans owing to the Lender by the Borrower pursuant to the Term Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note, provided that the failure to so record any such Loan or any payment on account thereof shall not affect the payment obligations of the Borrower hereunder or under the Term Loan Agreement. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement. The Term Loan Agreement, among other things, (i) among WD-40 Companyprovides for the making of Loans by the Lender to the Borrower, a Delaware the indebtedness of the Borrower resulting from such Loans being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. PINNACLE WEST CAPITAL CORPORATION By:_________________________________ Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF INITIAL BORROWING PNC Bank, National Association, as Agent for the Lenders party to the Term Loan Agreement referred to below Attention: Xxxxxxx Xxxxxx May 9, 2019 Ladies and Gentlemen: The undersigned, Pinnacle West Capital Corporation, an Arizona corporation (the “CompanyBorrower”), certain Foreign Subsidiaries refers to the [execution version][draft dated [__]/[__]/19] of the Company 364-Day Term Loan Agreement (document ID number: ACTIVE 242281029v.[__]) (as amended or modified from time to time party thereto (each a “Designated Borrower” andtime, together with the Company, each a “Borrower” and collectively the “BorrowersTerm Loan Agreement”, the terms defined therein being used herein as therein defined), among the Guarantorsundersigned, certain Lenders party thereto, PNC Bank, National Association, as Agent for said Lenders and the other agents party thereto, and Bank hereby gives you notice, irrevocably, pursuant to Section 2.02 of Americathe Term Loan Agreement that the undersigned hereby requests the Initial Borrowing under the Term Loan Agreement, N.A., and in that connection sets forth below the information relating to the Initial Borrowing as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Indicate: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate Loan or Term SOFR Loan or Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of required by Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.Term Loan Agreement:

CERTAIN ADDRESSES FOR NOTICES. To Borrower or any GuarantorAdministrative Agent: WD-40 COMPANY9715 Businesspark XxxxxxXxx Xxxxx, XX 00000Xxxx: Xxxx X. Xxxxx, CFO e-mail: † With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxx, XX 00000Xxxx: Phenix X. Xxxxxxxx, General Counsel e-mail: † To Lender: Bank of AmericaDoc Retention CenterNC1-026-06-06Gateway Village-000 Xxxxxxxx000 X. CIT HEALTHCARE LLC 500 Xxxxx XxxxxxXxxxxxxxxXxxxxx Xxx Xxxx, XX 00000 With a copy toAttention: Bank of America, N.A.000 X Chief Risk Officer Facsimile No.: (000) 000-0000 Borrower and Loan Parties: THE PROVIDENCE SERVICE CORPORATION 5500 X. Xxxxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx XxxxxXX 00000 Attention; Xxxxxxx X. Xxxxxx, XX 00000XxxxChief Executive Officer Facsimile No.: Xxxxx Xxxxx Exhibit 2.02 (000) 000-0000 161 EXHIBIT A FORM OF LOAN NOTICE Date: , To: Bank of America, N.A.CIT Healthcare LLC, as Lender ReAdministrative Agent under the Credit Agreement referred to below 500 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 [Date] Attention: Second Amended Chief Risk Officer Ladies and Restated Gentlemen: The undersigned, The Providence Service Corporation, refers to the Credit Agreement dated as of April 30December , 2024 2007 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, CIT Healthcare LLC, as Administrative Agent and the other financial institutions party thereto, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in writing that connection sets forth below the information relating to such Borrowing as required by Section 2.02(a) of the Credit Agreement: The Borrower is requesting a [Borrowing]/[conversion of Loans from one Type to the other]/[continuation of LIBOR Loans]. The Business Day of the proposed [Borrowing]/[conversion]/[continuation] is , , 20 . The principal amount of Loans to be [borrowed]/[converted]/[continued] is $ . [The Type of Loans to be borrowed]/[The Type of Loans to which existing [Base Rate Loans]/[LIBOR Loans] are to be converted] are . The duration of the Interest Period with respect to the proposed [Borrowing]/[conversion]/[continuation] is [one]/[two]/[three]/[six] months. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed [Borrowing]/[conversion]/[continuation]: The representations and warranties of each Loan Party contained in Article 5 of the Credit Agreement (other than the representation and warranty set forth in Section 5.05(e) of the Credit Agreement) or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, shall be true and correct in all material respects 162 (provided, that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of even date herewith, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of Section 4.02 of the Credit Agreement, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. No Default or Event of Default shall exist, or would result from such proposed [Borrowing]/[conversion]/[continuation]. After giving effect to such proposed Borrowing, the total Revolving Exposures shall not exceed the total Revolving Commitments. [With respect to the Incremental Term Loan, attached hereto is a certificate of the Borrower certifying that (i) such Loan shall be used to satisfy all or a portion of the earnout payments (as provided in the Target Acquisition Agreement) together with a reasonably detailed schedule showing the computation thereof and (ii) after giving pro forma effect thereto, the Consolidated Senior Leverage Ratio is not more than 3.25 to 1.00 and the Consolidated Total Leverage Ratio is not more than 4.50 to 1.00, in each case with Consolidated EBITDA to be determined as of the end of the immediately preceding Fiscal Quarter. Delivery of an executed counterpart of this Notice of Borrowing by facsimile shall be effective as delivery of an original executed counterpart of this Notice of Borrowing. Very truly yours, THE PROVIDENCE SERVICE CORPORATION By: Name: Title: 163 EXHIBIT B-1 FORM OF REVOLVING NOTE $ Dated: , 200 FOR VALUE RECEIVED, the undersigned, THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY or its registered assigns (the “Lender”) for the account of the Lender on the Termination Date the aggregate outstanding principal amount of the advances made by such Lender under its Revolving Commitment owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of December , 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, are being used herein as therein defined) among the Borrower, the Lender, the other financial institutions party thereto, and CIT Healthcare LLC, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article 11 of the Credit Agreement, the “Administrative Agent”). The Borrower promises to pay to the Lender interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent, at the Administrative Agent’s Office in same day funds. Each Revolving Loan owing to the Lender by the Borrower, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of advances by the Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Revolving Commitment, the indebtedness of the Borrower resulting from each such advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents. 164 THE PROVIDENCE SERVICE CORPORATION By: Name: Title: ADVANCES AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By 166 EXHIBIT B-2 FORM OF TERM NOTE $ Dated: , FOR VALUE RECEIVED, the undersigned, THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY or its registered assigns (the “Lender”) for the account of the Lender the aggregate outstanding principal amount of the Term Loan Commitment owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of December, , 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, are being used herein as therein defined) among the Borrower, the Lender, the other financial institutions party thereto, and CIT Healthcare LLC, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article 11 of the Credit Agreement, the “Administrative Agent”). The Borrower promises to pay the Lender interest on the unpaid principal amount of the Term Loan Commitment of Lender from the date of such Term Loan, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the Administrative Agent’s Office in same day funds. The outstanding portion of the Term Loan owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making or purchasing of a portion of the outstanding Term Loan by the Lender to or for the benefit of the Borrower on the Closing Date in an aggregate amount not to exceed at any time outstanding the Term Loan Commitment of the Lender, the indebtedness of the Borrower resulting from the portion of the Term Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of maturity upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents. THE PROVIDENCE SERVICE CORPORATION By: Name: Title: TERM LOAN AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By 169 EXHIBIT B-3 FORM OF INCREMENTAL TERM LOAN NOTE $ Dated: , FOR VALUE RECEIVED, the undersigned, THE PROVIDENCE SERVICE CORPORATION, a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY or its registered assigns (the “Lender”) for the account of the Lender the aggregate outstanding principal amount of the Incremental Term Loan owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of December, , 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, are being used herein as therein defined) among the Borrower, the Lender, the other financial institutions party thereto, and CIT Healthcare LLC, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to Article 11 of the Credit Agreement, the “Administrative Agent”). The Borrower promises to pay to the Lender or its registered assigns interest on the unpaid principal amount of such Lender’s portion of the Incremental Term Loan from the date of such Incremental Term Loan, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the Administrative Agent’s Office in same day funds. The outstanding portion of the Incremental Term Loan owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower under this Promissory Note. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making or purchasing of a portion of the outstanding Incremental Term Loan by the Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the original principal amount of the Incremental Term Loan, the indebtedness of the Borrower resulting from the portion of the Incremental Term Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of maturity upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The obligations of the Borrower under this Promissory Note and the other Loan Documents, and the obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents. 170 THE PROVIDENCE SERVICE CORPORATION By: Name: Title: INCREMENTAL TERM LOAN AND PAYMENTS OF PRINCIPAL Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By 172 EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Compliance Certificate Please refer to the Credit Agreement dated as of , , 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among WD-40 Company, a Delaware corporation the undersigned (the “Company”), certain Foreign Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the GuarantorsGuarantors party thereto from time to time, the financial institutions party thereto and Bank of America, N.A.CIT Healthcare LLC, as Lenderadministrative agent (the “Administrative Agent”). Capitalized This certificate (this “Certificate”) is delivered to the Administrative Agent and the Lenders pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein have the meanings provided are used herein as defined in the Credit Agreement. Ladies and Gentlemen: Indicate: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate Loan or Term SOFR Loan or Alternative Currency Daily Rate LoansThe undersigned, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: Interest Period (e.g. 1being a Responsible Officer of the Borrower, 3 or 6 month interest period) With respect to any Borrowing requested herein, the Borrower hereby represents certifies and warrants that (i) this request complies with the requirements of Section 2.02(a) of the Credit Agreement in his/her capacity as a Responsible Officer and (ii) each of the conditions set forth not in Section 5.02 of the Credit Agreement have been satisfied on and his/her individual capacity, as of the date of such Borrowing.follows:

CERTAIN ADDRESSES FOR NOTICES. To Borrower or any GuarantorBORROWER: WD-40 COMPANY9715 Businesspark XxxxxxXxx Xxxxx, XX 00000Xxxx: Xxxx X. Xxxxx, CFO e-mail: † With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxx, XX 00000Xxxx: Phenix X. Xxxxxxxx, General Counsel e-mail: † To Lender: Bank of AmericaDoc Retention CenterNC1-026-06-06Gateway Village-000 Xxxxxxxx000 X. Pinnacle West Capital Corporation 000 Xxxxx XxxxxxXxxxxxxxxXxxxx Xxxxxx Mail Station 9040 Xxxxxxx, XX 00000 With a copy toAttention: Bank of AmericaTreasurer Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Electronic Xxxxx.Xxxxxxxx@xxx.xxx AGENT: PNC Bank, N.A.000 X XxxxxxNational Association 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxx XX, Xxxxx 0000Xxx Xxxxx, XX 00000Xxxx00000 Mailstop: P7-PFSC-04-I Facsimile No.: 000-000-0000 Telephone No.: 000-000-0000 Attention: Xxxxx Xxxxx Exhibit 2.02 Email: xxxxx.xxxxx@xxx.xxx EXHIBIT A — FORM OF LOAN NOTICE Date: PROMISSORY NOTE $___________ May 5, To: Bank 2020 FOR VALUE RECEIVED, the undersigned, PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), hereby promises to pay to the order of America________ or its registered assigns (the “Lender”), N.A.in accordance with the provisions of the Term Loan Agreement (as hereinafter defined), the principal amount of ___________________ DOLLARS ($______________), or, if less, the aggregate outstanding principal amount of the Loans (as defined in the Term Loan Agreement) made by the Lender Re: Second Amended and Restated Credit to the Borrower pursuant to the 364-Day Term Loan Agreement dated as of April 30May 5, 2024 2020 among the Borrower, the Lender and certain other lenders party thereto, PNC Bank, National Association, as Agent for the Lender and such other lenders, and the other agents party thereto (as amended, restated, extended, supplemented amended or otherwise modified in writing from time to time, the “Credit Term Loan Agreement”; the terms defined therein being used herein as therein defined). The Borrower promises to pay interest on the unpaid principal amount of the Loans from the date of the Loans until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan Agreement. Both principal and interest are payable in lawful money of the United States of America to the Agent for the account of the Lender in same day funds at the Agent’s Account. The Loans owing to the Lender by the Borrower pursuant to the Term Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note, provided that the failure to so record any such Loan or any payment on account thereof shall not affect the payment obligations of the Borrower hereunder or under the Term Loan Agreement. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement. The Term Loan Agreement, among other things, (i) among WD-40 Companyprovides for the making of Loans by the Lender to the Borrower, a Delaware the indebtedness of the Borrower resulting from such Loans being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. PINNACLE WEST CAPITAL CORPORATION By:_______________________________________ Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF INITIAL BORROWING PNC Bank, National Association, as Agent for the Lenders party to the Term Loan Agreement referred to below Attention: Xxxxxxx Xxxxxx [________], 2020 Ladies and Gentlemen: The undersigned, Pinnacle West Capital Corporation, an Arizona corporation (the “CompanyBorrower”), certain Foreign Subsidiaries refers to the [execution version][draft dated 4/[ ]/20] of the Company 364-Day Term Loan Agreement (document ID number: ACTIVE 256140799v.[ ]) (as amended or modified from time to time party thereto (each a “Designated Borrower” andtime, together with the Company, each a “Borrower” and collectively the “BorrowersTerm Loan Agreement”, the terms defined therein being used herein as therein defined), among the Guarantorsundersigned, certain Lenders party thereto, PNC Bank, National Association, as Agent for said Lenders and the other agents party thereto, and Bank hereby gives you notice, irrevocably, pursuant to Section 2.02 of Americathe Term Loan Agreement that the undersigned hereby requests the Initial Borrowing under the Term Loan Agreement, N.A., and in that connection sets forth below the information relating to the Initial Borrowing as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Indicate: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate Loan or Term SOFR Loan or Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of required by Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.Term Loan Agreement:

CERTAIN ADDRESSES FOR NOTICES. To Borrower If to the Issuer or any Guarantorother Note Party: WD-40 COMPANY9715 Businesspark XxxxxxXxx c/o Cipher Pharmaceuticals Inc. 5000 Xxxxxx Xxxx, Xxxxx 00 Xxxxxxxxxxx, XX X0X 0X0 Xxxxxx Attention: Nxxxxx Xxxxx, XX 00000XxxxChief Financial Officer Email: Xxxx X. Xxxxxnxxxxx@xxxxxxxxxxxx.xxx Phone: 905.602.5840 ext. 323 If to the Purchasers: Athyrium Opportunities II Acquisition LP 500 Xxxxx Xxxxxx, CFO e-mail: † With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxx, XX 00000Xxxx: Phenix X. Xxxxxxxx, General Counsel e-mail: † To Lender: Bank of AmericaDoc Retention CenterNC1-026-06-06Gateway Village-000 Xxxxxxxx000 X. Xxxxx XxxxxxXxxxxxxxx00 Xxx Xxxx, XX 00000 Attention: [Redacted – Name] Email: [Redacted – Email address] Phone: [Redacted – Phone number] With a copy tocopy, if sent by email, to AXX0@xxxxxxxx.xxx If to the Collateral Agent: Bank of America, N.A.000 X Athyrium Opportunities II Acquisition LP 500 Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxxx00 Xxx Xxxx, XX 00000Xxxx00000 Attention: Xxxxx Xxxxx Exhibit 2.02 [Redacted – Name] Email: [Redacted – Email address] Phone: [Redacted – Phone number] With a copy, if sent by email, to AXX0@xxxxxxxx.xxx EXHIBIT A FORM OF LOAN NOTICE OF ISSUANCE Date: _______________, 2015 To: Bank of America, N.A., as Lender The Purchasers under the Securities Purchase Agreement referenced below. Re: Second Amended and Restated Credit Securities Purchase Agreement dated as of April 30____________________, 2024 2015 (as amended, modified, restated, extended, supplemented or otherwise modified in writing extended from time to time, the “Credit Securities Purchase Agreement”) among WD-40 CompanyCipher Pharmaceuticals Inc., a Delaware an Ontario corporation (the “Company”), certain Foreign Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “BorrowersIssuer”), the Guarantors, and Bank of America, N.A.Athyrium Opportunities II Acquisition LP, as Lendera Purchaser, the other Purchasers party thereto and Athyrium Opportunities II Acquisition LP, as Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Securities Purchase Agreement. Ladies and Gentlemen: Indicate: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate Loan or Term SOFR Loan or Alternative Currency Daily Rate LoansThe undersigned hereby requests that the Purchasers purchase Delayed Draw Notes to be issued by the Issuer on __________________, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: Interest Period 201___ (e.g. 1, 3 or 6 month interest period) With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of Section 2.02(a) which is a Business Day)1 for an aggregate principal amount of the Credit Agreement Delayed Draw Notes set out below proposed to be issued to each Purchaser with a Delayed Draw Note Commitment and (ii) the aggregate purchase price set out below payable by each Purchaser with a Delayed Draw Note Commitment in respect of the conditions set forth in Section 5.02 Delayed Draw Notes to be acquired by each such Purchaser, as follows: Aggregate principal amount of the Credit Agreement have been satisfied on and as of the date of such Borrowing.Delayed Draw Notes Aggregate purchase price payable [Purchaser] $[l] $[l] [Purchaser] $[l] $[l]

CERTAIN ADDRESSES FOR NOTICES. To Borrower or any Guarantor: WD-40 COMPANY9715 Businesspark XxxxxxXxx COMPANY 0000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000Xxxx00000 Attn: Xxxx Xxx X. XxxxxXxxxxxx, CFO eFax # (000) 000-mail: † 0000 With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxxx & Xxxx LLP 000 X Xxxxxxxx, Xxxxx 0000 Xxx Xxxxx, XX 00000Xxxx00000 Attn: Phenix Xxxxxxx X. Xxxxxxxx, General Counsel eEsq. Fax # (000) 000-mail: † 0000 To Lender: Bank of AmericaDoc America, N.A. Doc Retention CenterNC1- GFS CT2-026515-06-06Gateway Village-000 Xxxxxxxx000 X. Xxxxx XxxxxxXxxxxxxxx, XX 00000 BB-03 00 Xxxxxxxxx Xxxx Road Farmington CT 06032 With a copy to: Bank of America, N.A.000 N.A. 000 X Xxxxxx, Xxxxx 0000Xxx 0000 Xxx Xxxxx, XX 00000Xxxx00000 Attn: Xxxxx Xxxxx Xxxx Xxxxxxx, Xx. Credit Support Associate Exhibit 2.02 FORM OF LOAN NOTICE Date: , To: Bank of America, N.A., as Lender Re: Second Amended and Restated Credit Agreement dated as of April 30June 17, 2024 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among WD-40 Company, a Delaware corporation (the “Company”), certain Foreign Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Guarantors, and Bank of America, N.A., as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: IndicateThe undersigned hereby requests (select one): ¨ A Borrowing of Loans ¨ A conversion or continuation of Loans On , (a Business Day). Applicable Currency: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate .1 In the amount of $ .2 Comprised of (Type of Loan or Term SOFR Loan or Alternative Currency Daily requested).3 For LIBOR Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: with an Interest Period (e.g. 1, 3 or 6 month interest period) of month(s). Name of Borrower: .4 With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

CERTAIN ADDRESSES FOR NOTICES.  To Borrower or any Guarantor: WD-40 COMPANY9715 Businesspark XxxxxxXxx COMPANY 1000 Xxxxxx Xxxxx Xxx Xxxxx, XX 00000Xxxx00000 Attn: Xxxx Jxx X. XxxxxXxxxxxx, CFO eFax # (000) 000-mail: † 0000  With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Gxxxxx & Rxxx LLP 100 X Xxxxxxxx, Xxxxx 0000 Xxx Xxxxx, XX 00000Xxxx00000 Attn: Phenix Rxxxxxx X. Xxxxxxxx, General Counsel eEsq. Fax # (000) 000-mail: † 0000  To Lender: Bank of AmericaDoc America, N.A. Doc Retention CenterNC1- GFS CT2-026515-06-06Gateway Village-000 Xxxxxxxx000 X. Xxxxx XxxxxxXxxxxxxxx, XX 00000 BB-03 70 Xxxxxxxxx Xxxx Road Farmington CT 06032  With a copy to: Bank of America, N.A.000 N.A. 400 X Xxxxxx, Xxxxx 0000Xxx 0000 Xxx Xxxxx, XX 00000Xxxx00000 Attn: Xxxxx Xxxxx Exxx Xxxxxxx, Xx. Credit Support Associate  Exhibit 2.02 FORM OF LOAN NOTICE Date: , To: Bank of America, N.A., as Lender Re: Second Amended and Restated Credit Agreement dated as of April 30June 17, 2024 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among WD-40 Company, a Delaware corporation (the “Company”), certain Foreign Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Guarantors, and Bank of America, N.A., as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: IndicateThe undersigned hereby requests (select one):  A Borrowing of Loans  A conversion or continuation of Loans On , (a Business Day). Applicable Currency: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate .1 In the amount of $ .2 Comprised of (Type of Loan or Term SOFR Loan or Alternative Currency Daily requested).3 For LIBOR Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: with an Interest Period (e.g. 1, 3 or 6 month interest period) of month(s). Name of Borrower: .4 With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.

CERTAIN ADDRESSES FOR NOTICES.   To Borrower or any Guarantor: WD-40 COMPANY9715 Businesspark XxxxxxXxx COMPANY 0000 Xxxxxxxxxxxx Xxxxxx Xxx Xxxxx, XX 00000Xxxx00000 Attn: Xxxx Xxx X. XxxxxXxxxxxx, CFO Fax # ***** e-mail: † *****  With a copy to: WD-40 COMPANY9715 COMPANY 0000 Xxxxxxxxxxxx XxxxxxXxx Xxxxxx Xxx Xxxxx, XX 00000Xxxx00000 Attn: Phenix X. Xxxxxxxx, General Counsel Fax # ***** e-mail: † *****  To Lender: Bank of AmericaDoc America, N.A. Doc Retention CenterNC1NC1-026001-0605-06Gateway Village-000 Xxxxxxxx000 X. 13 One Independence Center 000 Xxxxx XxxxxxXxxxxxxxxXxxxx Xxxxxx Charlotte, XX 00000 NC 28246-0100  With a copy to: Bank of America, N.A.000 N.A. 000 X Xxxxxx, Xxxxx 0000Xxx 0000 Xxx Xxxxx, XX 00000Xxxx00000 Attn: Xxxxx Xxxxx Xxxxx, Senior Vice President  Exhibit 2.02  FORM OF LOAN NOTICE  Date: , ___________________  To: :Bank of America, N.A., as Lender  Re: Second :Amended and Restated Credit Agreement dated as of April 30March [9], 2024 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among WD-40 Company, a Delaware corporation (the “Company”), certain Foreign Subsidiaries of the Company from time to time party thereto (each a “Designated Borrower” and, together with the Company, each a “Borrower” and collectively the “Borrowers”), the Guarantors, and Bank of America, N.A., as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.  Ladies and Gentlemen: Indicate The undersigned hereby requests (select one):  A Borrowing of Loans  A conversion or continuation of Loans  On ___________________________ (a Business Day).  Applicable currency: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate .1  In the amount of $.2  Comprised of (Type of Loan or Term SOFR Loan or Alternative Currency Daily requested).3  For LIBOR Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: with an Interest Period (e.g. 1, 3 or 6 month interest period) of month(s).  Name of Borrower:.4  With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing..  

CERTAIN ADDRESSES FOR NOTICES. To Borrower or any GuarantorBORROWER: WD-40 COMPANY9715 Businesspark XxxxxxXxx Xxxxx, XX 00000Xxxx: Xxxx X. Xxxxx, CFO e-mail: † With a copy to: WD-40 COMPANY9715 Xxxxxxxxxxxx XxxxxxXxx Xxxxx, XX 00000Xxxx: Phenix X. Xxxxxxxx, General Counsel e-mail: † To Lender: Bank of AmericaDoc Retention CenterNC1-026-06-06Gateway Village-000 Xxxxxxxx000 X. Pinnacle West Capital Corporation 000 Xxxxx XxxxxxXxxxxxxxxXxxxx Xxxxxx Mail Station 9040 Xxxxxxx, XX 00000 With a copy toAttention: Bank of America, N.A.000 X Xxxxxx, Xxxxx 0000Xxx XxxxxTreasurer Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Electronic Xxx.Xxxxxxx@XxxxxxxxXxxx.xxx AGENT: KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000Xxxx00000 Facsimile No.: 000-000-0000 Telephone No.: 000-000-0000 Attention: Xxxxx Xxxxx Exhibit 2.02 Email: xxxxx.xxxxx@xxx.xxx EXHIBIT A — FORM OF LOAN NOTICE Date: PROMISSORY NOTE $________ December 21, To: Bank 2018 FOR VALUE RECEIVED, the undersigned, PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), hereby promises to pay to the order of America________ or its registered assigns (the “Lender”), N.A.in accordance with the provisions of the Term Loan Agreement (as hereinafter defined), the principal amount of ________ DOLLARS ($________), or, if less, the aggregate outstanding principal amount of the Loans (as defined in the Term Loan Agreement) made by the Lender Re: Second Amended and Restated Credit to the Borrower pursuant to the Term Loan Agreement dated as of April 30December 21, 2024 2018 among the Borrower, the Lender and certain other lenders party thereto, KeyBank National Association, as Agent for the Lender and such other lenders, and the other agents party thereto (as amended, restated, extended, supplemented amended or otherwise modified in writing from time to time, the “Credit Term Loan Agreement”; the terms defined therein being used herein as therein defined). The Borrower promises to pay interest on the unpaid principal amount of the Loans from the date of the Loans until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Term Loan Agreement. Both principal and interest are payable in lawful money of the United States of America to the Agent for the account of the Lender in same day funds at the Agent’s Account. The Loans owing to the Lender by the Borrower pursuant to the Term Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note, provided that the failure to so record any such Loan or any payment on account thereof shall not affect the payment obligations of the Borrower hereunder or under the Term Loan Agreement. This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Term Loan Agreement. The Term Loan Agreement, among other things, (i) among WD-40 Companyprovides for the making of Loans by the Lender to the Borrower, a Delaware the indebtedness of the Borrower resulting from such Loans being evidenced by this Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. PINNACLE WEST CAPITAL CORPORATION By:_________________________________ Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF NOTICE OF INITIAL BORROWING KeyBank National Association, as Agent for the Lenders party to the Term Loan Agreement referred to below Attention: Xxxxx Xxxxx December [21], 2018 Ladies and Gentlemen: The undersigned, Pinnacle West Capital Corporation, an Arizona corporation (the “CompanyBorrower”), certain Foreign Subsidiaries refers to the execution version of the Company Term Loan Agreement (document ID number: ACTIVE 237440555 v.9) (as amended or modified from time to time party thereto (each a “Designated Borrower” andtime, together with the Company, each a “Borrower” and collectively the “BorrowersTerm Loan Agreement”, the terms defined therein being used herein as therein defined), among the Guarantorsundersigned, certain Lenders party thereto, KeyBank National Association, as Agent for said Lenders and the other agents party thereto, and Bank hereby gives you notice, irrevocably, pursuant to Section 2.02 of Americathe Term Loan Agreement that the undersigned hereby requests the Initial Borrowing under the Term Loan Agreement, N.A., and in that connection sets forth below the information relating to the Initial Borrowing as Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: Indicate: Borrowing or Conversion or Continuation Indicate: Applicable Borrower Name1 Indicate: Requested Amount2 Indicate: Currency3 Indicate: Base Rate Loan or Term SOFR Loan or Alternative Currency Daily Rate Loans, or Alternative Currency Term Rate Loans For Term SOFR Loans or Alternative Currency Term Rate Loans Indicate: Interest Period (e.g. 1, 3 or 6 month interest period) With respect to any Borrowing requested herein, the Borrower hereby represents and warrants that (i) this request complies with the requirements of required by Section 2.02(a) of the Credit Agreement and (ii) each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.Term Loan Agreement: