Common use of Joinder Agreement Clause in Contracts

Joinder Agreement. This Joinder Agreement (this “Joinder”) is executed and delivered as of this [ ] day of [ ], 20[ ] by [ ], a [ ] (“New Borrower”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”) and BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), in favor of XXXXX CAPITAL LLC (“Golub”), as administrative and collateral agent (in such capacity, the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement referred to below. Reference is hereby made to that certain Amended and Restated Term Loan and Security Agreement dated as of April 15, 2014 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among Boot Barn, its Subsidiaries from time to time party thereto as Borrower, Parent Holdco, the financial institutions from time to time party thereto (the “Lenders”) and the Agent. New Borrower hereby agrees to join the Credit Agreement as a Borrower, and hereby agrees that it shall be deemed a party to the Credit Agreement as if New Borrower were originally signatory thereto. New Borrower hereby agrees to be bound by, and a maker and obligor of, all representations, warranties, indemnities, undertakings, covenants, limitations, waivers, exclusions, acknowledgements and agreements under the Credit Agreement relating to, pertaining to, or binding upon, Borrower or made or agreed to by Borrower to or for the benefit of the Agent and/or the Lenders. Without limiting the foregoing, New Borrower, as security for the payment and performance in full of the Obligations does hereby grant, assign, and pledge to the Agent, for the benefit of the Lenders, a security interest in and Lien on all personal property of the New Borrower including all property of the type described in the Credit Agreement as “Collateral.” The information on the attached Schedules [ ] hereto is hereby added to Schedules [ ] to the Credit Agreement. This Joinder is a supplement to, and not a novation of, the Credit Agreement, which remains in full force and effect, and the provisions of which are incorporated herein by reference. New Borrower hereby irrevocably appoints Boot Barn as its borrowing agent and attorney-in-fact for all purposes under the Credit Agreement and the Other Documents which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by New Borrower that such appointment has been revoked and that another Borrower has been appointed as agent for all Borrowers. New Borrower hereby irrevocably appoints and authorizes Boot Barn to, notwithstanding anything in the Credit Agreement to the contrary, (i) provide the Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) take such action as Boot Barn deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of the Credit Agreement and the Other Documents. It is understood that the handling of the Borrower’s Account and Collateral of Borrowers in a combined fashion is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor any Lender shall incur liability to any Borrower as a result thereof. New Borrower expects to derive benefit, directly or indirectly from the handling of the Borrower’s Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Agent and each Lender and hold the Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent or any Lender by any Borrower or by any third party whosoever arising from or incurred by reason of (a) the handling of the Borrower’s Account and Collateral of Borrowers as herein provided, (b) the Agent and Lenders reliance on any instructions of Boot Barn or (c) any other action taken by the Agent or any Lender hereunder or under the Other Documents except that Borrowers will have no liability to the Agent or the relevant Lender with respect to any liability that has been determined by a court of competent jurisdiction (pursuant to a final judgment which is no longer appealable) to have resulted solely from the gross negligence, bad faith or willful misconduct of the Agent or such Lender, as the case may be.

Joinder Agreement. This In the event that a Transfer of Shares by Scailex to any Scailex Affiliate and/or any Third Party Purchaser is consummated pursuant to this ARTICLE IV, then any such Third Party Purchaser of five percent (5%) or more of the Company Shares (the “Joining Third Party”) and/or Scailex Affiliate will be bound by the terms of this Agreement, and Scailex shall cause such Joining Third Party and/or Scailex Affiliate, as a condition to the consummation of the proposed Transfer, to execute and deliver to SCG a joinder agreement in the form attached hereto as Exhibit C (the “Joinder Agreement”), provided, however, that SCG may, at its sole and absolute discretion, inform Scailex that it does not allow any, one or more, Joining Third Party to become a party to this Agreement, and in such event such Joining Third Party shall not become a party to this Agreement and shall not be required to execute the Joinder Agreement. At the time such Joining Third Party and/or Scailex Affiliate executes a Joinder Agreement and becomes a party hereto, then such party shall be represented by Scailex in any Preliminary Meeting (or Adjourned Preliminary Meeting) and be bound to vote its Shares in accordance with the resolution adopted in the Preliminary Meeting (or Adjourned Preliminary Meeting) described in Article II. Scailex undertakes to provide SCG with at least 14 days prior written notice regarding the identity of any Joining Third Party which is expected to execute a Joinder Agreement, so that SCG may have sufficient time to decide whether such Joining Third Party shall become a party to this “Joinder”) is Agreement or not, provided SCG shall advise Scailex in writing of its election within 10 days following the submission of such written notice. For the avoidance of any doubt, in the event that SCG advises that the Third Party Purchaser should join as a party of the Agreement, there shall be no effect to any such Transfer of Shares by Scailex and the Company shall not approve any Transfer of Shares by Scailex until such Third Party Purchaser and/or Scailex Affiliate shall have executed and delivered as of this [ ] day of [ ], 20[ ] by [ ], a [ ] (“New Borrower”), BOOT BARN, INCto SCG the Joinder Agreement., a Delaware corporation (“Boot Barn”) and BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), in favor of XXXXX CAPITAL LLC (“Golub”), as administrative and collateral agent (in such capacity, the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement referred to below. Reference is hereby made to that certain Amended and Restated Term Loan and Security Agreement dated as of April 15, 2014 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among Boot Barn, its Subsidiaries from time to time party thereto as Borrower, Parent Holdco, the financial institutions from time to time party thereto (the “Lenders”) and the Agent. New Borrower hereby agrees to join the Credit Agreement as a Borrower, and hereby agrees that it shall be deemed a party to the Credit Agreement as if New Borrower were originally signatory thereto. New Borrower hereby agrees to be bound by, and a maker and obligor of, all representations, warranties, indemnities, undertakings, covenants, limitations, waivers, exclusions, acknowledgements and agreements under the Credit Agreement relating to, pertaining to, or binding upon, Borrower or made or agreed to by Borrower to or for the benefit of the Agent and/or the Lenders. Without limiting the foregoing, New Borrower, as security for the payment and performance in full of the Obligations does hereby grant, assign, and pledge to the Agent, for the benefit of the Lenders, a security interest in and Lien on all personal property of the New Borrower including all property of the type described in the Credit Agreement as “Collateral.” The information on the attached Schedules [ ] hereto is hereby added to Schedules [ ] to the Credit Agreement. This Joinder is a supplement to, and not a novation of, the Credit Agreement, which remains in full force and effect, and the provisions of which are incorporated herein by reference. New Borrower hereby irrevocably appoints Boot Barn as its borrowing agent and attorney-in-fact for all purposes under the Credit Agreement and the Other Documents which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by New Borrower that such appointment has been revoked and that another Borrower has been appointed as agent for all Borrowers. New Borrower hereby irrevocably appoints and authorizes Boot Barn to, notwithstanding anything in the Credit Agreement to the contrary, (i) provide the Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) take such action as Boot Barn deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of the Credit Agreement and the Other Documents. It is understood that the handling of the Borrower’s Account and Collateral of Borrowers in a combined fashion is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor any Lender shall incur liability to any Borrower as a result thereof. New Borrower expects to derive benefit, directly or indirectly from the handling of the Borrower’s Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Agent and each Lender and hold the Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent or any Lender by any Borrower or by any third party whosoever arising from or incurred by reason of (a) the handling of the Borrower’s Account and Collateral of Borrowers as herein provided, (b) the Agent and Lenders reliance on any instructions of Boot Barn or (c) any other action taken by the Agent or any Lender hereunder or under the Other Documents except that Borrowers will have no liability to the Agent or the relevant Lender with respect to any liability that has been determined by a court of competent jurisdiction (pursuant to a final judgment which is no longer appealable) to have resulted solely from the gross negligence, bad faith or willful misconduct of the Agent or such Lender, as the case may be.

Joinder Agreement. This Icon NY Holdings LLC (“Icon NY”) and DHX SSP Holdings LLC (“Purchaser”) are executing and delivering this Joinder Agreement pursuant to the Operating Agreement of Peanuts Holdings LLC (this the “Joinder”) is executed and delivered as of this [ ] day of [ ], 20[ ] by [ ], a [ ] (“New BorrowerCompany”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”) and BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), in favor of XXXXX CAPITAL LLC (“Golub”), as administrative and collateral agent (in such capacity, the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement referred to below. Reference is hereby made to that certain Amended and Restated Term Loan and Security Agreement dated as of April 15June 3, 2014 2010 (as it may have been amended, supplemented or otherwise modified prior to the date hereof), a copy of which is attached hereto and is incorporated herein by reference (as the same may hereafter be amended, amended and restated, supplemented, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”). Purchaser acknowledges that Icon NY holds Units (as defined in the Agreement) among Boot Barnin the Company subject to the terms and conditions of the Agreement and such Units are being transferred to Purchaser pursuant to that certain Membership Interest Purchase Agreement, its Subsidiaries from time dated May 9, 2017 between Purchaser, Icon NY, IBG Borrower LLC, Iconix Brand Group, Inc., and DHX Media Ltd. By executing and delivering this Joinder Agreement to time party thereto as Borrowerthe Company, Parent Holdco, the financial institutions from time to time party thereto (the “Lenders”) and the Agent. New Borrower Purchaser hereby agrees to join the Credit Agreement as a Borrower, and hereby agrees that it shall be deemed become a party to the Credit Agreement as if New Borrower were originally signatory thereto. New Borrower hereby agrees Agreement, to be bound by, and a maker to comply with the provisions of the Agreement in the same manner as if Purchaser were an original signatory to such Agreement and obligor of, to assume from and after the date hereof all representations, warranties, indemnities, undertakings, covenants, limitations, waivers, exclusions, acknowledgements of the obligations of Icon NY and agreements the Icon Entertainment Members under the Credit Agreement relating to, pertaining to, or binding upon, Borrower or made or agreed to by Borrower to or for (the benefit “Transfer”). Each of the Agent and/or the Lenders. Without limiting the foregoing, New Borrowerundersigned agree that Purchaser shall be a Member and an Icon Entertainment Member, as security for such terms are defined in the payment Agreement, and performance shall share in full the rights and be subject to the obligations of a Member and Icon Entertainment Member in each case to the extent proportionate to the proportion to which the Units held by it bear to the total number of Units of that class held by all Icon Entertainment Members prior to the Transfer. For the avoidance of doubt, as a result of the Obligations does hereby grantTransfer, assignPurchaser shall replace Icon NY and all other current Icon Entertainment Member(s), and pledge as applicable, in each instance in the Agreement with respect to the Agentperiod from and after [the Closing Date]. Icon NY and Purchaser acknowledge and agree that Beagle Scouts LLC is an express third party beneficiary under this Agreement, and, as such, Beagle Scouts LLC may enforce the provisions of this Agreement intended for the benefit of the Lenders, a security interest in and Lien on all personal property of the New Borrower including all property of the type described in the Credit Agreement as “Collateral.” The information on the attached Schedules [ ] hereto is hereby added to Schedules [ ] to the Credit Agreementits benefit. This Joinder is a supplement to, and not a novation of, the Credit Agreement, which remains in full force and effect, and the provisions of which are incorporated herein by reference. New Borrower hereby irrevocably appoints Boot Barn as its borrowing agent and attorney-in-fact for all purposes under the Credit Agreement and the Other Documents which appointment rights of the parties hereto shall remain be interpreted in full force accordance with the laws of the State of Delaware, and effect unless all rights and until the Agent remedies shall have received prior written notice signed be governed by New Borrower that such appointment laws without regard to principles of conflict of laws. *** Confidential treatment has been revoked and that another Borrower requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been appointed as agent for all Borrowers. New Borrower hereby irrevocably appoints and authorizes Boot Barn to, notwithstanding anything in the Credit Agreement provided separately to the contrarySecurities and Exchange Commission. Accordingly, (i) provide the Agent with all notices with respect to Loans obtained for the benefit undersigned have executed and delivered this Joinder Agreement as of any Borrower and all other notices and instructions under this Agreement and (ii) take such action as Boot Barn deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes [•] 2017. By: Name: Title: By: Name: Title: By: Xxxxxxx X. Xxxxxx Creative Associates, Its Manager By: Name: [***] Title: Chair of the Credit Agreement and Board By: Name: [***] Title: Chief Executive Officer *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the Other Documents. It is understood that the handling of the Borrower’s Account and Collateral of Borrowers in a combined fashion is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor any Lender shall incur liability to any Borrower as a result thereof. New Borrower expects to derive benefit, directly or indirectly from the handling of the Borrower’s Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Agent and each Lender and hold the Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent or any Lender by any Borrower or by any third party whosoever arising from or incurred by reason of (a) the handling of the Borrower’s Account and Collateral of Borrowers as herein provided, (b) the Agent and Lenders reliance on any instructions of Boot Barn or (c) any other action taken by the Agent or any Lender hereunder or under the Other Documents except that Borrowers will have no liability information subject to the Agent or the relevant Lender with respect to any liability that confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been determined by a court provided separately to the Securities and Exchange Commission. *** Confidential treatment has been requested for redacted portions of competent jurisdiction (pursuant this exhibit. This copy omits the information subject to a final judgment which is no longer appealable) the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to have resulted solely from the gross negligence, bad faith or willful misconduct of the Agent or such Lender, as the case may beSecurities and Exchange Commission.

Joinder Agreement. This In the event that a Transfer of Shares by Scailex to any Scailex Affiliate and/or any Third Party Purchaser is consummated pursuant to this ‎ARTICLE IV, then any such Third Party Purchaser of five percent (5%) or more of the Company Shares (the “Joining Third Party”) and/or Scailex Affiliate will be bound by the terms of this Agreement, and Scailex shall cause such Joining Third Party and/or Scailex Affiliate, as a condition to the consummation of the proposed Transfer, to execute and deliver to SCG a joinder agreement in the form attached hereto as Exhibit C (the “Joinder Agreement”), provided, however, that SCG may, at its sole and absolute discretion, inform Scailex that it does not allow any, one or more, Joining Third Party to become a party to this Agreement, and in such event such Joining Third Party shall not become a party to this Agreement and shall not be required to execute the Joinder Agreement. At the time such Joining Third Party and/or Scailex Affiliate executes a Joinder Agreement and becomes a party hereto, then such party shall be represented by Scailex in any Preliminary Meeting (or Adjourned Preliminary Meeting) and be bound to vote its Shares in accordance with the resolution adopted in the Preliminary Meeting (or Adjourned Preliminary Meeting) described in Article II. Scailex undertakes to provide SCG with at least 14 days prior written notice regarding the identity of any Joining Third Party which is expected to execute a Joinder Agreement, so that SCG may have sufficient time to decide whether such Joining Third Party shall become a party to this “Joinder”) is Agreement or not, provided SCG shall advise Scailex in writing of its election within 10 days following the submission of such written notice. For the avoidance of any doubt, in the event that SCG advises that the Third Party Purchaser should join as a party of the Agreement, there shall be no effect to any such Transfer of Shares by Scailex and the Company shall not approve any Transfer of Shares by Scailex until such Third Party Purchaser and/or Scailex Affiliate shall have executed and delivered as of this [ ] day of [ ], 20[ ] by [ ], a [ ] (“New Borrower”), BOOT BARN, INCto SCG the Joinder Agreement., a Delaware corporation (“Boot Barn”) and BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), in favor of XXXXX CAPITAL LLC (“Golub”), as administrative and collateral agent (in such capacity, the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement referred to below. Reference is hereby made to that certain Amended and Restated Term Loan and Security Agreement dated as of April 15, 2014 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among Boot Barn, its Subsidiaries from time to time party thereto as Borrower, Parent Holdco, the financial institutions from time to time party thereto (the “Lenders”) and the Agent. New Borrower hereby agrees to join the Credit Agreement as a Borrower, and hereby agrees that it shall be deemed a party to the Credit Agreement as if New Borrower were originally signatory thereto. New Borrower hereby agrees to be bound by, and a maker and obligor of, all representations, warranties, indemnities, undertakings, covenants, limitations, waivers, exclusions, acknowledgements and agreements under the Credit Agreement relating to, pertaining to, or binding upon, Borrower or made or agreed to by Borrower to or for the benefit of the Agent and/or the Lenders. Without limiting the foregoing, New Borrower, as security for the payment and performance in full of the Obligations does hereby grant, assign, and pledge to the Agent, for the benefit of the Lenders, a security interest in and Lien on all personal property of the New Borrower including all property of the type described in the Credit Agreement as “Collateral.” The information on the attached Schedules [ ] hereto is hereby added to Schedules [ ] to the Credit Agreement. This Joinder is a supplement to, and not a novation of, the Credit Agreement, which remains in full force and effect, and the provisions of which are incorporated herein by reference. New Borrower hereby irrevocably appoints Boot Barn as its borrowing agent and attorney-in-fact for all purposes under the Credit Agreement and the Other Documents which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by New Borrower that such appointment has been revoked and that another Borrower has been appointed as agent for all Borrowers. New Borrower hereby irrevocably appoints and authorizes Boot Barn to, notwithstanding anything in the Credit Agreement to the contrary, (i) provide the Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) take such action as Boot Barn deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of the Credit Agreement and the Other Documents. It is understood that the handling of the Borrower’s Account and Collateral of Borrowers in a combined fashion is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor any Lender shall incur liability to any Borrower as a result thereof. New Borrower expects to derive benefit, directly or indirectly from the handling of the Borrower’s Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Agent and each Lender and hold the Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent or any Lender by any Borrower or by any third party whosoever arising from or incurred by reason of (a) the handling of the Borrower’s Account and Collateral of Borrowers as herein provided, (b) the Agent and Lenders reliance on any instructions of Boot Barn or (c) any other action taken by the Agent or any Lender hereunder or under the Other Documents except that Borrowers will have no liability to the Agent or the relevant Lender with respect to any liability that has been determined by a court of competent jurisdiction (pursuant to a final judgment which is no longer appealable) to have resulted solely from the gross negligence, bad faith or willful misconduct of the Agent or such Lender, as the case may be.

Joinder Agreement. This Joinder Agreement The undersigned hereby agrees to become a party to (this “Joinder”i) is executed and delivered as of this [ ] day of [ ], 20[ ] by [ ], a [ ] (“New Borrower”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”) and BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), in favor of XXXXX CAPITAL LLC (“Golub”), as administrative and collateral agent (in such capacity, the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement referred to below. Reference is hereby made to that certain Amended and Restated Term Loan and Security Investors’ Rights Agreement dated as of April October 15, 2014 (2021, as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among Boot Barn, its Subsidiaries amended from time to time party thereto (the “IRA”), (ii) that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated as Borrowerof October 15, Parent Holdco2021, the financial institutions as may be amended from time to time party thereto (the “LendersROFR”), and (iii) that certain Amended and Restated Voting Agreement dated as of October 15, 2021, as may be amended from time to time (the “Voting Agr eement,” and together with the IRA and the ROFR, the “Investor Agr eements”), by and among OpenDeal Inc. (the “Company”) and the Agentparties named therein respectively. New Borrower Effective as of the undersigned’s acquisition of shares of the Company’s Series B Preferred StocK, par value $0.0001 per share (the “Ser ies B Prefer r ed StocK”) pursuant to that certain Subscription Agreement dated June 15, 2023 (the “Subscription Agr eement”) by and between the Company and the undersigned, the undersigned (a) is hereby agrees to join the Credit Agreement as a Borrower, and hereby agrees that it shall be deemed made a party to the Credit Purchase Agreement as if New Borrower were originally signatory a “Purchaser” thereunder and (b) is hereby made a party to the IRA, the ROFR and the Voting Agreement as an “Investor” thereunder. The undersigned agrees that this Joinder Agreement may be attached to each of the Investor Agreements as a counterpart signature page thereto. New Borrower hereby agrees to be bound by, and a maker and obligor of, all representations, warranties, indemnities, undertakings, covenants, limitations, waivers, exclusions, acknowledgements and agreements under the Credit Agreement relating to, pertaining to, or binding upon, Borrower or made or agreed to by Borrower to or for the benefit of the Agent and/or the Lenders. Without limiting the foregoing, New Borrower, as security for the payment and performance in full of the Obligations does hereby grant, assign, and pledge to the Agent, for the benefit of the Lenders, a security interest in and Lien on all personal property of the New Borrower including all property of the type described in the Credit Agreement as “Collateral.” The information on the attached Schedules [ ] hereto is hereby added to Schedules [ ] to the Credit Agreement. This Joinder is a supplement to, and not a novation of, the Credit Agreement, which remains in full force and effect, and the provisions of which are incorporated herein by reference. New Borrower hereby irrevocably appoints Boot Barn as its borrowing agent and attorney-in-fact for all purposes under the Credit Agreement and the Other Documents which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by New Borrower that such appointment has been revoked and that another Borrower has been appointed as agent for all Borrowers. New Borrower hereby irrevocably appoints and authorizes Boot Barn to, notwithstanding anything in the Credit Agreement to the contrary, undersigned (i) provide acKnowledges receipt of a copy of each of the Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement Investor Agreements, and (ii) take such action as Boot Barn deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of the Credit Agreement and the Other Documents. It is understood confirms that the handling undersigned is acquiring 59,152 shares of Series B Preferred StocK set forth below at a purchase price of $44.3772 per share. The address and email address to which notices may be sent to the Borrowerundersigned are as follows: The INX Digital Company, Inc. By: Name: Xxx XxxxXx Title: Chief Executive Officer The INX Digital Company, Inc. 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxx, XX X0X 0A3 Attention: Xxx XxxxXx, Chief Executive Officer Email: x@xxx.xx [signature page for the Company] By: Name: XxxxxxxX Xxxxxx Title: Chief Executive Officer [signature pages for the requisite majority of Company’s Account and Collateral of Borrowers in a combined fashion is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor any Lender shall incur liability to any Borrower as a result thereof. New Borrower expects to derive benefit, directly or indirectly from the handling of the Borrower’s Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent shareholders] [Filed separately on the continued successful performance of the integrated group. To induce the Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Agent and each Lender and hold the Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent or any Lender by any Borrower or by any third party whosoever arising from or incurred by reason of (a) the handling of the BorrowerCompany’s Account and Collateral of Borrowers as herein provided, (b) the Agent and Lenders reliance on any instructions of Boot Barn or (c) any other action taken by the Agent or any Lender hereunder or under the Other Documents except that Borrowers will have no liability to the Agent or the relevant Lender with respect to any liability that has been determined by a court of competent jurisdiction (pursuant to a final judgment which is no longer appealable) to have resulted solely from the gross negligence, bad faith or willful misconduct of the Agent or such Lender, as the case may be.profile at xxx.xxxxx.xxx]

Joinder Agreement. This Joinder Agreement Each New Subsidiary hereby covenants and agrees as follows: (a) Each new Subsidiary hereby enters into this “Joinder”Second Amendment in order to comply with Sections 6.14 and 8.1 of the Credit Agreement. (b) is executed and delivered as of this [ ] day of [ ], 20[ ] by [ ], a [ ] (“Each New Borrower”), BOOT BARN, INC., a Delaware corporation (“Boot Barn”) and BOOT BARN HOLDING CORPORATION, a Delaware corporation (“Parent Holdco”), in favor of XXXXX CAPITAL LLC (“Golub”)Subsidiary hereby adopts the Credit Agreement, as administrative and collateral agent (in such capacity, the “Agent”) for itself and the Lenders under and as defined in the Credit Agreement referred to below. Reference is hereby made to that certain Amended and Restated Term Loan and Security Agreement dated as of April 15, 2014 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) among Boot Barn, its Subsidiaries from time to time party thereto as Borrower, Parent Holdco, the financial institutions from time to time party thereto (the “Lenders”) and the Agent. New Borrower hereby agrees to join the Credit Agreement as a Borrower, and hereby agrees that it shall be deemed a party to the Credit Agreement as if New Borrower were originally signatory thereto. New Borrower hereby agrees to be bound byby all of the terms, conditions and provisions thereof and of each of the Notes as if it was an original party thereto, including without limitation the affirmative and negative covenants in Articles 6 and 7 of the Credit Agreement, assumes all of the duties and obligations of a Borrower to the Credit Agreement, and reconfirms the representations and warranties set forth in Article 5 of the Credit Agreement on and as of the date hereof as if fully set forth herein. (c) Each New Subsidiary shall be considered, and deemed to be, for all purposes, a maker and obligor of, all representations, warranties, indemnities, undertakings, covenants, limitations, waivers, exclusions, acknowledgements and agreements "Borrower" under the Credit Agreement relating toand a maker on the Notes as if each New Subsidiary had signed the Notes at the time originally issued under the Credit Agreement and hereby, pertaining tojointly and severally, promises to pay or binding upon, Borrower prepay when due all principal and interest on the Notes whether at stated maturity or made otherwise and to pay or agreed to by Borrower to or for the benefit of the Agent and/or the Lenders. Without limiting the foregoing, New Borrower, as security for the payment and performance in full perform all of the Obligations does hereby grant, assignof a Borrower under the Credit Agreement in accordance with their respective terms, and pledge each New Subsidiary further agrees to execute and deliver to the Lenders the Notes, upon the request of the Lenders, and if the Notes are reissued, amended or restated for any reason after the date hereof to execute and deliver such reissued, amended or restated Notes; provided, however, that the liability of each New SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CLEARVIEW CINEMA GROUP, INC. Subsidiary shall not exceed the liability limitation applicable to New Subsidiary in accordance with Section 2.12 of the Credit Agreement. (d) To secure the prompt repayment of the Notes and the Obligations, each New Subsidiary hereby grants, pledges and collaterally assigns to Agent, for the benefit on behalf of the Lenders, a lien and security interest in and to all of each New Subsidiary's respective personal property and fixtures, wherever located, whether now or hereafter owned, existing or acquired or hereafter arising, including, without limitation, the Collateral of each new subsidiary. Each New Subsidiary shall execute UCC Financing Statements and such other security documents as reasonably required by Agent to perfect the first Lien (subject only to the Permitted First Liens) and security interest in the Collateral. (e) Each New Subsidiary shall be considered and deemed to be, for all purposes a Borrower and Indemnitee under the Environmental Indemnity Agreement dated May 29, 1996, as amended by the Amended and Restated Environmental Indemnity Agreement dated September 12, 1997, and agrees to be bound by the terms thereby as the same relates to any Property. (f) To secure further such liabilities and obligations, each New Subsidiary shall grant to Agent, on behalf of the Lenders, a first Lien, subject to the Permitted First Liens, upon all real property owned or hereinafter acquired by such New Subsidiary and a first Lien, subject to Permitted First Liens, on all personal property leasehold interests of the such New Borrower including all property of the type described in the Credit Agreement as “Collateral.” The information on the attached Schedules [ ] hereto is hereby added to Schedules [ ] to the Credit Agreement. This Joinder is a supplement toSubsidiary now owed or hereinafter acquired, and not a novation of, the Credit Agreement, which remains in full force and effect, and the provisions each of which are incorporated herein by reference. identified on Schedule 3.1 attached hereto, and each such New Borrower hereby irrevocably appoints Boot Barn as its borrowing agent Subsidiary shall execute and attorney-in-fact for all purposes under deliver to Agent, on behalf of the Credit Agreement Lenders, the Leasehold Mortgages, Mortgages and the Other Documents which appointment shall remain in full force and effect unless and until the Agent shall have received prior written notice signed by New Borrower that such appointment has been revoked and that another Borrower has been appointed as agent for all Borrowers. New Borrower hereby irrevocably appoints and authorizes Boot Barn to, notwithstanding anything in the Credit Agreement to the contrary, (i) provide the Agent with all notices with respect to Loans obtained for the benefit valid assignments of any Borrower and all other notices and instructions under this Agreement and (ii) take such action as Boot Barn deems appropriate on its behalf Property rights which now exist or arise hereafter from time to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of the Credit Agreement and the Other Documents. It is understood that the handling of the Borrower’s Account and Collateral of Borrowers in a combined fashion is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that neither the Agent nor any Lender shall incur liability to any Borrower as a result thereof. New Borrower expects to derive benefit, directly or indirectly from the handling of the Borrower’s Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agent and the Lenders to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify the Agent and each Lender and hold the Agent and each Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against the Agent or any Lender by any Borrower or by any third party whosoever arising from or incurred by reason of (a) the handling of the Borrower’s Account and Collateral of Borrowers as herein provided, (b) the Agent and Lenders reliance on any instructions of Boot Barn or (c) any other action taken by the Agent or any Lender hereunder or under the Other Documents except that Borrowers will have no liability to the Agent or the relevant Lender with respect to any liability that has been determined by a court of competent jurisdiction (pursuant to a final judgment which is no longer appealable) to have resulted solely from the gross negligence, bad faith or willful misconduct of the Agent or such Lender, as the case may betime.