Common use of Lenders Clause in Contracts

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCBMO HXXXXX BANK N.A., as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLC/s/ Jxxxx Xxxxxx Name: Jxxxx Xxxxxx Title: Vice President If a second signature is necessary: By: Name: Title: LENDERS: Citibank N.A. as a Lender By: /s/Sxxxx X Xxxxxxxx Name: Sxxxx X Xxxxxxxx Title: Senior Vice President LENDERS: KEYBANK NATIONAL ASSOCIATION, its investment manager as a Lender By: /s/ Xxxx Xxxxxxxx Mxxxxx Xxxxxxx Name: Mxxxxx Xxxxxxx Title: Senior Vice President LENDERS: GXXXXXX SACHS BANK USA, as a Lender By: /s/ Axxxx Xxxx Xxxxxxxx Name: Axxxx Xxxx Title: Authorized Signatory AO MIDDLE MARKET Schedule 1 Incremental Revolving Commitments Schedule 2 Incremental Term A Commitments Schedule 2.01 Commitments Schedule 6.04 Existing Investments Exhibit A Amended Credit Agreement (see attached) CREDIT L.P.AGREEMENT dated as of March 7, 2016, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc.amended as of August 21, its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)2017, L.P.among INGEVITY CORPORATION, as a Second Amendment Effective Date Term Lender By: Ares Capital Management U.S. Borrower, The LENDERS from Time to Time Party Hereto and WXXXX FARGO BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as Syndication Agents CITIZENS BANK OF PENNSYLVANIA, KEYBANKPNC BANK, NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., SUNTRUST BANK, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents WXXXX FARGO SECURITIES, LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFMXXXXXX LYNCH, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day PIERCE, FXXXXX & SXXXX INCORPORATED and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUNDJPMORGAN CHASE BANK, L.P.N.A., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorJoint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCJPMORGAN CHASE BANK, N.A., as an Existing Lender a Lender, as Administrative Agent and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager as L/C Issuer By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ Hxxxx X. Xxxxx Name: Hxxxx X. Xxxxx Title: Director Authorized Officer Signature Page to Amended and Restated Credit Agreement TEXAS-NEW MEXICO POWER COMPANY UNION BANK, N.A. as a Lender and as Syndication Agent By: /s/ Xxxxxx Rxxxxx X. Xxxx Name: Rxxxxx X. Xxxx Title: Vice President Signature Page to Amended and Restated Credit Agreement TEXAS-NEW MEXICO POWER COMPANY KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Kxxxx X. Xxxxx Name: Kxxxx X. Xxxxx Title: Senior Vice President Signature Page to Amended and Restated Credit Agreement TEXAS-NEW MEXICO POWER COMPANY SUNTRUST BANK, as a Lender By: /s/ Axxxxx Xxxxxxx Name: Xxxxxx Axxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)Signature Page to Amended and Restated Credit Agreement TEXAS-NEW MEXICO POWER COMPANY WXXXX FARGO BANK, L.P.NATIONAL ASSOCIATION, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC/s/ Yxxx Xxxxxxxx Name: Yxxx Xxxxxxxx Title: Vice President Signature Page to Amended and Restated Credit Agreement TEXAS-NEW MEXICO POWER COMPANY The undersigned Exiting Lender hereby acknowledges and agrees that, its Manager from and after the Closing Date, it is no longer a party to the Existing Credit Agreement. UNITED WESTERN BANK By: /s/ Xxxx Gxxx Xxxxxxxx Name: Xxxx Gxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFRegional President Signature Page to Amended and Restated Credit Agreement TEXAS-NEW MEXICO POWER COMPANY SCHEDULE 1.1(a) PRO RATA SHARES Lender Commitment Pro Rata Share JPMorgan Chase Bank, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as N.A. $19,500,000 26.0% Union Bank, N.A. $19,500,000 26.0% KeyBank National Association $12,000,000 16.0% Wxxxx Fargo Bank, N.A. $12,000,000 16.0% SunTrust Bank $12,000,000 16.0% Total $75,000,000 100.000000% SCHEDULE 1.1(c) EXISTING LETTERS OF CREDIT Letter of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorNumber Amount Date of Issuance Beneficiary CPCS-618064 $250,000 5/30/2008 ACE American Insurance Company/Pacific Employers Insurance Company CPCS-618726 $30,000 6/3/2008 Lumbermens Mutual Casualty Company/American Motorist Insurance Company/America Manufacturers Mutual Insurance Company/America Protection Insurance Company SCHEDULE 11.1 NOTICES

Lenders. ARES SFERS CREDIT STRATEGIES BTC HOLDINGS FUND I, LLC, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLCBlue Torch Credit Opportunities Fund I LP, its investment manager sole member By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Blue Torch Credit G.P. Inc.Opportunities GP LLC, its general partner By: /s/ X. Kxxxx Xxxxx Name: X. Kxxxx Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH Authorized Signer BTC HOLDINGS II (U)FUND I-B, L.P.LLC, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE Blue Torch Credit Opportunities Fund I LP, as an Existing Lender its sole member By: Ares Capital Management Blue Torch Credit Opportunities GP LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Kxxxx Xxxxx Name: X. Kxxxx Xxxxx Title: Director Authorized Signer BLUE TORCH CREDIT OPPORTUNITIES FUND I LP, as a Lender By: Blue Torch Credit Opportunities GP LLC, its general partner By: /s/ Xxxxxx Xxxxxxx Kxxxx Xxxxx Name: Xxxxxx Xxxxxxx Kxxxx Xxxxx Title: Authorized Signer SPECIAL VALUE CONTINUATION PARTNERS, LLC, TCP WXXXXXXX CLO, LLC, TXXXXXXXXX SENIOR LOAN FUND V, LLC, TCP DIRECT LENDING FUND, VIII-S, LLC, TCP DIRECT LENDING FUND VIII-T, LLC, each as a Lender On behalf of each of the above entities: By: Txxxxxxxxx Capital Partners, LLC Its: Investment Manager By: /s/ Hxxxxx Xxxxxxxxx Name: Hxxxxx Xxxxxxxxx Title: Managing Director TCP WHITNEY CLO, LTD, TCP RAINER, LLC, TCP DLF VIII 2018 CLO, LLC, each as a Lender By: SERIES 1 OF SVOF/MM, LLC Its: Collateral Manager By: /s/ Hxxxxx Xxxxxxxxx Name: Hxxxxx Xxxxxxxxx Title: Managing Director TCP DLF VIII ICAV, an umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund TCP Direct Lending Fund VIII-U (Ireland), as a Lender By: Txxxxxxxxx Capital Partners, LLC Its: Investment Manager acting as attorney-in-fact By: /s/ Hxxxxx Xxxxxxxxx Name: Hxxxxx Xxxxxxxxx Title: Managing Director TCP DLF VIII ICAV, an umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund TCP Direct Lending Fund VIII-L (Ireland), as a Lender By: SVOF/MM, LLC Its: Sub-Advisor acting as attorney-in-fact By: /s/ Hxxxxx Xxxxxxxxx Name: Hxxxxx Xxxxxxxxx Title: Managing Director

Lenders. ARES SFERS CREDIT STRATEGIES FUND Sunsuper Pooled Superannuation Trust By: Sankaty Advisors, LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager Manager By: /s/ Xxxx Xxxxxxxx Xxxxxx Xxxxx Name: Xxxx Xxxxxxxx Xxxxxx Xxxxx Title: Sr. Vice President of Operations By: Name: Title: Signature Page to First Amendment to Credit Agreement 136 LENDERS: BlackRock Secured Credit Portfolio of BlackRock Funds II BY: BlackRock Financial Management Inc., its Sub-Advisor By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Name: Title: Signature Page to First Amendment to Credit G.P. Agreement 137 LENDERS: BlackRock Senior Floating Rate Portfolio BY: BlackRock Financial Management Inc., its general partner Sub-Advisor By: /s/ X. Xxxxx Xxx Xxxxxx Name: X. Xxxxx Title: Director By: /s/ Xxx Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this By: Name: Title: Signature Page to First Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender ByCredit Agreement 138 LENDERS: Ares BlackRock Defined Opportunity Credit Trust BY: BlackRock Financial Management LLCInc., its investment subadvisor By: Ares Capital Management LLC, as subadvisor Sub-Advisor By: /s/ Xxxx Xxxxxxxx Xxx Xxxxxx Name: Xxxx Xxxxxxxx Xxx Xxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Name: Title: Signature Page to First Amendment to Credit Agreement 139 LENDERS: BlackRock Floating Rate Income Strategies Fund, Inc. BY: BlackRock Financial Management LLCInc., its investment manager Sub-Advisor By: /s/ Xxxx Xxxxxxxx Xxx Xxxxxx Name: Xxxx Xxxxxxxx Xxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Name: Title: Signature Page to First Amendment to Credit Financing GP Ltd.Agreement 140 LENDERS: BlackRock Floating Rate Income Trust BY: BlackRock Financial Management Inc., its general partner Sub-Advisor By: /s/ X. Xxxxx Xxx Xxxxxx Name: X. Xxxxx Xxx Xxxxxx Title: Director Authorized Signatory By: Name: Title: Signature Page to First Amendment to Credit Agreement 141 LENDERS: BlackRock Funds II, BlackRock Floating Rate Income Portfolio BY: BlackRock Financial Management Inc., its Sub-Advisor By: /s/ Xxx Xxxxxx Xxxxxxx Name: Xxx Xxxxxx Xxxxxxx Title: DirectorAuthorized Signatory By: Name: Title: Signature Page to First Amendment to Credit Agreement 142 LENDERS: Ironshore Inc.

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCA Voce CLO, as an Existing Lender and Second Amendment Effective Date Term Lender Ltd. By: Ares Capital Management LLCInvesco Senior Secured Management, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., Inc. as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Collateral Manager By: /s/ Xxxxx Xxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Individual By: Name: Title: Signature Page to First Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender Credit Agreement LENDERS: American General Life Insurance Company By: Ares Management LLCInvesco Senior Secured Management, its investment subadvisor By: Ares Capital Management LLC, Inc. as subadvisor Investment Manager By: /s/ Xxxxx Xxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender Individual By: Ares Capital Management LLCName: Title: Signature Page to First Amendment to Credit Agreement LENDERS: American General Life Insurance Company By: Invesco Senior Secured Management, its investment manager Inc. as Investment Manager By: /s/ Xxxxx Xxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender Individual By: AO Middle Market Name: Title: Signature Page to First Amendment to Credit Financing GP Ltd.Agreement LENDERS: Avalon IV Capital, its general partner Ltd. BY: Invesco Senior Secured Management, Inc. as Asset Manager By: /s/ X. Xxxxx Xxxx Name: X. Xxxxx Xxxx Title: Director Authorized Individual By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Betony CLO, Ltd. By: Invesco Senior Secured Management, Inc. as Collateral Manager By: /s/ Xxxxxx Xxxxxxx Xxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxxx Xxxx Title: DirectorAuthorized Individual By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Blue Hill CLO, Ltd. By: Invesco Senior Secured Management, Inc. as Collateral Manager By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Individual By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: BOC Pension Investment Fund BY: Invesco Senior Secured Management, Inc. as Attorney in Fact By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Individual By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Commerce and Industry Insurance Company BY: Invesco Senior Secured Management, Inc. as Investment Manager By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Individual By: Name: Title: Signature Page to First Amendment to Credit Agreement

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCConsented and agreed to by: COBANK, ACB as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC/s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Vice President If a second signature is necessary: By: Name: Title: (Signature Page to the First Amendment to Agreement) Consented and agreed to by: American AgCredit, its investment manager FLCA as Voting Participant By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President (Signature Page to the First Amendment to Agreement) Consented and agreed to by: AgWest Farm Credit, FLCA, formerly known as Northwest Farm Credit Services, FLCA, successor by merger of Farm Credit West, FLCA into Northwest Farm Credit Services, FLCA. as Voting Participant By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President (Signature Page to the First Amendment to Agreement) Consented and agreed to by: AgCountry Farm Credit Services, FLCA as Voting Participant By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Capital Markets (Signature Page to the First Amendment to Agreement) Consented and agreed to by: AgFirst Farm Credit Bank as Voting Participant By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., Executive Account Manager (Signature Page to the First Amendment to Agreement) Consented and agreed to by: Capital Farm Credit as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner Voting Participant By: /s/ X. Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Capital Markets Director (Signature Page to the First Amendment to Agreement) Consented and agreed to by: Compeer Financial, FLCA as Voting Participant By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director, Capital Markets If a second signature is necessary: By: Name: Title: (Signature Page to the First Amendment to Agreement) Consented and agreed to by: Farm Credit Bank of Texas as Voting Participant By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Director, Capital Markets If a second signature is necessary: By: Name: Title: (Signature Page to the First Amendment to Agreement) Consented and agreed to by: Farm Credit Mid-America, FLCA as Voting Participant By: /s/ Xxxxxxxx Xxxxx Name: X. Xxxxxxxx Xxxxx Title: Director Credit Officer Food & Agribusiness (Signature Page to the First Amendment to Agreement) Annex I Consented and agreed to by: GreenStone Farm Credit Services, FLCA, as Voting Participant By: /s/ Xxxxxx Xxxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxx Title: Director ASH HOLDINGS II (U)VP Consented and agreed to by: Yosemite Land Bank, L.P., FLCA as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager Voting Participant By: /s/ Xxxx Xxxxxxxx Ridge Easton Name: Xxxx Xxxxxxxx Ridge Easton Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares VP - Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorMarkets

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCSUNRISE PARTNERS LIMITED PARTNERSHIP, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Paloma Partners Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc.Company, its general partner By: /s/ Dxxxxxx X. Xxxxx Xxxxxxx Name: Dxxxxxx X. Xxxxx Xxxxxxx Title: Managing Director SUNEMERALD LLC, as a Lender By: /s/ Xxxxxx Dxxxxxx X. Xxxxxxx Name: Xxxxxx Dxxxxxx X. Xxxxxxx Title: Director ASH HOLDINGS II (U)President OWL CREEK CREDIT OPPORTUNITIES MASTER FUND, L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: General Counsel THRACIA, LLC, as a Lender By: /s/ Dxxx Xxx Name: Dxxx Xxx Title: Authorized Signatory LUMYNA SPECIALIST FUNDS – EVENT ALTERNATIVE FUND, as a Lender By: /s/ Dxxx Xxx Name: Dxxx Xxx Title: Authorized Signatory MARINER ATLANTIC MULTI- STRATEGY MASTER FUND, LTD., as a Lender By: Mariner Investment Group, LLC, its Investment Manager By: /s/ Jxxx X. Xxxxx Name: Jxxx X. Xxxxx Title: Authorized Signatory NOVAWULF DIGITAL MASTER FUND, L.P., as a Lender By: NOVAWULF DIGITAL GENPAR, L.P., its General Partner By: NOVAWULF DIGITAL MGP LTD., its General Partner By: /s/ Jxxxx Xxx Name: Jxxxx Xxx Title: Authorized Person NOVAWULF DIGITAL PRIVATE FUND, LLC as a Lender By: NovaWulf Digital Management, LP, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFNovaWulf Digital Management GP, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Jxxxx Xxx Name: Jxxxx Xxx Title: Authorized Person JXXXXXXXX LEVERAGED CREDIT PRODUCTS, LLC, as a Lender By: /s/ Wxxxxxx XxXxxxxxxx Name: Wxxxxxx XxXxxxxxxx Title: SVP HN SUMMIT HOUSE CREDIT OPPORTUNITIES FUND I, LP, as a Lender By: Summit House Capital Management, LLC By: /s/ Jxx Xxxxx Name: X. Jxx Xxxxx Title: Director Chief Investment Officer LIVELLO CAPITAL SPECIAL OPPORTUNITIES MASTER FUND LP, as a Lender By: /s/ Xxxxxx Jxxxxx Xxxxxxx Name: Xxxxxx Jxxxxx Xxxxxxx Title: DirectorChief Financial Officer EXHIBIT A CONFORMED LOAN, GUARANTY AND SECURITY AGREEMENT Conformed through 4thExhibit A to Fifth Amendment LOAN, GUARANTY AND SECURITY AGREEMENT THIS LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”) dated as of December 1, 2021 (the “Closing Date”), among Wilmington Trust, National Association, a national banking association, in its capacity as administrative agent and collateral agent (in such capacities, and together with its successors and assigns in such capacities, “Agent”), the Lenders (as defined below) party hereto from time to time, the Guarantors (as defined below) and TERAWULF INC., a Delaware corporation (“Borrower”), provides the terms on which the Lenders shall lend to Borrower, Borrower shall repay the Lenders, the Guarantors shall guarantee Borrower’s obligations hereunder and the Loan Parties (as defined below) shall grant security interests in their assets to secure the obligations hereunder. The parties agree as follows:

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCBARCLAYS BANK PLC, as an Existing Lender Agent and Second Amendment Effective Date Term as a Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.CITIBANK, N.A., as an Existing Lender and Second Amendment Effective Date Term a Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)JPMORGAN CHASE BANK, L.P.N.A., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS THE ROYAL BANK OF THE SALI MULTI-SERIES FUND, L.P.SCOTLAND plc, as an Existing a Lender By: Ares Management LLCName: Title: Signature Page to The Detroit Edison Company Amended and Restated Two-Year Credit Agreement BANK OF AMERICA, its investment subadvisor By: Ares Capital Management LLCN.A., as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing a Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P.Signature Page to The Detroit Edison Company Amended and Restated Two-Year Credit Agreement [OTHER LENDERS], as an Existing a Lender By: AO Middle Market Name: Title: Signature Page to The Detroit Edison Company Amended and Restated Two-Year Credit Financing GP Ltd.Agreement Each of the undersigned Departing Lenders hereby acknowledges and agrees that, its general partner from and after the Effective Date, it is no longer a party to the Existing Credit Agreement and will not be a party to this Agreement. [DEPARTING LENDER], as a Departing Lender By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director BySignature Page to The Detroit Edison Company Amended and Restated Two-Year Credit Agreement SCHEDULE I THE DETROIT EDISON COMPANY APPLICABLE LENDING OFFICES Name of Initial Lender Domestic Lending Office Eurodollar Lending Office Commitment Barclays Bank PLC 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: /s/ Xxxxxx Xxxxx/Xxxxxx Wellesley Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 17,420,941.29 Citibank, N.A. Xxx Xxxxx Xxx Xxxxx 000 Xxx Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (212) 816-8098 000 Xxxxxxxxx Xx., Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 $ 17,420,941.30 JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 00 Xxxxx Xxxxxxxx Xxxxxx Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: Non-Agented Servicing Team Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 17,420,941.30 The Royal Bank of Scotland, plc 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Same as Domestic Lending Office $ 17,420,941.30 The Bank of Nova Scotia 0 Xxxxxxx Xxxxx 000 Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx Ul Haq and Xxxxxxx Xxx Telephone: (000) 000-0000 and (000) 000-0000 Facsimile: (000) 000-0000 and (000) 000-0000 Same as Domestic Lending Office $ 17,420,941.30 Bank of America, N.A. Bank of America, N.A. 000 Xxxxx Xxxxx Xxxxxx Charlotte, NC 28255 Attention: Xxxxxxxx Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 17,420,941.30 Comerica Bank 000 Xxxxxxxx Xxx MC 3268 Same as Domestic Lending $ 11,800,791.65 Xxxxxxx, XX 00000 Attention: Xxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Office Name of Initial Lender Domestic Lending Office Eurodollar Lending Office Commitment KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxxxxxx Xxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 11,800,791.65 BNP Paribas 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Project Finance & Utilities Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 11,787,822.39 Fifth Third Bank c/o Madisonville Operations Center MD 1M0C2B Cixxxxxxxx, XX 00000-0000 Xttention: Xxxx Xxxxxxx Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 11,014,072.21 UBS Loan Finance LLC 670 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, XX 00000 Xttention: Xxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 10,817,392.35 Union Bank, N.A. Energy Capital Services 440 Xxxxx Xxxxxxx Xx., 15th Floor Los Angeles, CA 90071 Attention: Xxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 9,388,531.26 U.S. Bank National Association 460 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Xttention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 7,867,194.44 Deutsche Bank AG New York Branch 60 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xttention: Xxxxxx Xxxxx Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 7,302,191.22 The Bank of New York Mellon Onx Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xttention: Xxxxxx X. Xxxxxxxxx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 6,883,795.13 The Bank of Tokyo-Mitsubishi UFJ, Ltd. 1251 Avenue of the Amxxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Xttention: Xxxxxxx Xx Telephone: (000) 000-0000 Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 6,883,795.13 PNC Bank, National Association 750 X. Xxx Xxxxxx Xx. Xxxxx 0000 Xxxx, XX 00000 Xelephone: (000) 000-0000 Telecopier: (000) 000-0000 Same as Domestic Lending Office $ 6,883,795.13 Name of Initial Lender Domestic Lending Office Eurodollar Lending Office Commitment Xxxxxx Xxxxxxx NameBank, N.A. One Utah Center 200 Xxxxx Xxxx Xxxxxx 0xx Xxxxx Xxxx Xxxx Xxxx, XX 00000 Xelephone: (000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 2,615,842.15 The Northern Trust Company 50 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Xttention: Xxxxxx Xxxxxxx TitleXxxx Telephone: Director(000) 000-0000 Facsimile: (000) 000-0000 Same as Domestic Lending Office $ 1,966,798.61 Total $ 211,538,461.11 PRICING SCHEDULE Level I Level II Level III Level IV Level V Status Status Status Status Status Applicable Percentage 0.175 % 0.225 % 0.350 % 0.450 % 0.600 % Applicable Margin (Eurodollar Rate) 1.575 % 1.775 % 1.900 % 2.050 % 2.400 % Applicable Margin (Base Rate) 0.575 % 0.775 % 0.900 % 1.050 % 1.400 % For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule: “Level I Status” exists at any date if, on such date, the Borrower’s Xxxxx’x Rating is A3 or better or the Borrower’s S&P Rating is A- or better. “Level II Status” exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status and (ii) the Borrower’s Xxxxx’x Rating is Baa1 or better or the Borrower’s S&P Rating is BBB+ or better. “Level III Status” exists at any date if, on such date, (i) the Borrower has not qualified for Level I Status or Level II Status and (ii) the Borrower’s Xxxxx’x Rating is Baa2 or better or the Borrower’s S&P Rating is BBB or better.

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCBANK OF AMERICA, N.A., as an Existing a Lender, Swing Line Lender and Second Amendment Effective Date Term Lender L/C Issuer By: Ares Capital Management LLC/s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement HSBC BANK USA, its investment manager NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxxx Xxxxx Name: Xxxx Xxxxxxxx Xxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.Associate Relationship Manager Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement Signature Page PNC BANK, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner NATIONAL ASSOCIATION By: /s/ X. Xxxxx Xxxxxx Name: X. Xxxxx Xxxxxx Title: Vice President Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement BMO XXXXXX BANK, N.A., SUCCESSOR IN INTEREST TO BANK OF WEST By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Duly Authorized Signatory Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement COMERICA BANK By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Relationship Manager Granite Construction Incorporated Limited Consent and Amendment No. 5 to Third Amended and Restated Credit Agreement TRUIST BANK By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Granite Construction Incorporated Limited Consent and Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed by their respective authorized officers as of the day Third Amended and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Restated Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorAgreement

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender WEST VIRGINIA DIRECT LENDING LLC By: Ares Capital TCW Asset Management Company LLC, its investment manager Investment Advisor By: /s/ Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET Managing Director TCW SKYLINE LENDING LP By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NJ/TCW DIRECT LENDING LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW BRAZOS FUND LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING VII LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC By: TCW Asset Management Company LLC, its Investment Manager By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director US SPECIALTY INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director SAFETY NATIONAL CASUALTY CORP By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director RELIANCE STANDARD LIFE INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NORTH HAVEN CREDIT PARTNERS III L.P. By: MS Credit Partners III GP L.P., as an Existing Lender and Second Amendment Effective Date Term Lender its general partner By: OCM Middle Market MS Credit G.P. Partners III GP Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Wxxxxxx Xxxxxxx Name: Xxxxxx Wxxxxxx Xxxxxxx Title: Executive Director ASH HOLDINGS II ANNEX A Amended Financing Agreement (USee Attached) ANNEX B Subscription Agreement (See Attached), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, SUNTRUST BANK as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLC/s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT] BANK OF AMERICA, its investment manager N.A. as a Lender By: /s/ Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxx Title: Authorized Signatory AO MIDDLE MARKET Sr. Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT L.P., AND TERM LOAN AGREEMENT] BANK OF MONTREAL as an Existing Lender and Second Amendment Effective Date Term a Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Director [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT] PNC BANK, NATIONAL ASSOCIATION as a Lender By: /s/ Xxxxxx Xxxxxxx Xxx Name: Xxxxxx Xxxxxxx Xxx Title: Director ASH HOLDINGS II (U)Assistant Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT] TD BANK, L.P., N.A. as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT] UNION BANK & TRUST as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorSVP [SIGNATURE PAGE TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT] . APPENDIX A Schedule I APPLICABLE MARGIN FOR THE LOANS AND APPLICABLE PERCENTAGE Pricing Level Leverage Ratio Applicable Margin for Eurodollar Loans and Index Rate Loans Applicable Margin for Base Rate Loans Applicable Percentage for Commitment Fee I Less than 0.50:1 1.750% per annum 1.750% per annum 0.250% per annum II Greater than or equal to 0.50:1.00 but less than 1.00:1.00 2.000% per annum 2.000% per annum 0.300% per annum III Greater than or equal to 1.00:1.00 2.250% per annum 2.250% per annum 0.350% per annum APPENDIX B Schedule II COMMITMENT AMOUNTS Lender Revolving Commitment Amount SunTrust Bank $ 32,500,000 Bank of Montreal $ 32,500,000 PNC Bank, National Association $ 32,500,000 Bank of America, N.A. $ 27,500,000 TD Bank, N.A. $ 15,000,000 Union Bank & Trust $ 10,000,000 Total $ 150,000,000 EXHIBIT A [See attached conformed Credit Agreement] CONFORMED COPY - THROUGH FIRST AMENDMENT SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of November 8, 2012 among XXXXXXX EDUCATION, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent and BANK OF MONTREAL, and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BANK OF AMERICA, N.A., as Documentation Agent ======================================================================================== SUNTRUST XXXXXXXX XXXXXXXX, INC., BMO CAPITAL MARKETS CORP. PNC CAPITAL MARKETS LLC and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Joint Lead Arrangers and Joint Book Managers TABLE OF CONTENTS Page

Lenders. ARES SFERS CREDIT STRATEGIES FUND XXXXX CREEK LLC, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital FS Investment Corporation II, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory XXXXXX FUNDING LLC, as a Lender By: FS Investment Corporation III, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory JUNIATA RIVER LLC, as a Lender By: FS Investment Corporation II, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory XXXXXXXX STREET FUNDING LLC, as a Lender By: FS Investment Corporation, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory LOCUST STREET FUNDING LLC, as a Lender By: FS Investment Corporation, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory RACE STREET FUNDING LLC, as a Lender By: FS Investment Corporation, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory WISSAHICKON CREEK LLC, as a Lender By: FS Investment Corporation II, as Sole Member By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory BENEFIT STREET PARTNERS SMA LM L.P., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO PECM STRATEGIC FUNDING L.P., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO PECM STRATEGIC FUNDING SPV L.P., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO PROVIDENCE DEBT FUND III SPV L.P., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO PROVIDENCE DEBT FUND III (NON-US) SPV L.P., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: CFO By their signatures below each of the Loan Parties acknowledges and agrees to the terms of this Amendment and, except as expressly provided for in this Amendment, hereby affirms its investment manager absolute and unconditional promise to pay the Term Loans and other amounts due under the Term Loan Agreement, as amended hereby, at the times and in the amounts provided for herein. OTHER LOAN PARTIES: U. S. XPRESS, INC., a Nevada corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.Secretary and Treasurer U. S. XPRESS LEASING, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc.INC., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager Tennessee corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFSecretary and Treasurer XPRESS AIR, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUNDINC., L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor a Tennessee corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPSecretary XPRESS HOLDINGS, as an Existing Lender INC., a Nevada corporation By: Ares Capital Management /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President ASSOCIATED DEVELOPMENTS, LLC, its investment manager a Tennessee limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P.Vice Manager and Secretary TAL POWER EQUIPMENT #1 LLC, as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner a Mississippi limited liability company By: /s/ X. Xxxxx Xxxx Xxxxxxxx Name: X. Xxxxx Xxxx Xxxxxxxx Title: Director Secretary and Treasurer TAL POWER EQUIPMENT #2 LLC, a Mississippi limited liability company By: /s/ Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Name: Xxxxxx Xxxxxxx Xxxx Xxxxxxxx Title: DirectorSecretary and Treasurer TAL REAL ESTATE LLC, a Mississippi limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Secretary and Treasurer TAL VAN #1 LLC, a Mississippi limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Secretary and Treasurer TOTAL LOGISTICS INC., a Mississippi corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Secretary and Treasurer TOTAL TRANSPORTATION OF MISSISSIPPI LLC, a Mississippi limited liability company By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Secretary and Treasurer TRANSPORTATION ASSETS LEASING INC., a Mississippi corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Secretary and Treasurer TRANSPORTATION INVESTMENTS INC., a Mississippi corporation By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Secretary and Treasurer

Lenders. ARES SFERS BLUE TORCH CREDIT STRATEGIES OPPORTUNITIES FUND LLCII LP, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management Blue Torch Credit Opportunities XX XX LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital KPG BTC Management LLC, its Manager sole member By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxxxx Xxxxx Xxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED Title: Managing Member BTC HOLDINGS FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.II LLC, as an Existing a Lender By: Ares Management LLCBlue Torch Credit Opportunities Fund II LP, its investment subadvisor sole member By: Ares Capital Management Blue Torch Credit Opportunities XX XX LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: KPG BTC Management LLC, its sole member By: /s/ X. Xxxxx Xxxxx Name: X. Xxxxx Xxxxx Title: Director Managing Member BTC HOLDINGS SBAF FUND LLC, as a Lender By: Blue Torch Credit Opportunities SBAF Fund LP, its sole member By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: /s/ Xxxxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Xxxxx Title: DirectorManaging Member BTC HOLDINGS KRS FUND LLC, as a Lender By: Blue Torch Credit Opportunities KRS Funding LP, its sole member By: Blue Torch Credit Opportunities KRS GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Member SWISS CAPITAL BTC OL PRIVATE DEBT FUND L.P., as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx, in his capacity as authorized signatory of Blue Torch Capital LP, as agent and attorney-in-fact for Swiss Capital BTC OL Private Debt Fund Title: Managing Member EXHIBIT A FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of [ ] (this “Agreement”), to the Financing Agreement referred to below is entered into by and among Troika Media Group, Inc., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each, a “Guarantor” and, collectively, the “Guarantors”), [NAME OF ADDITIONAL GUARANTOR], a [ ] [ ] (the “Additional Guarantor”), the lenders from time to time party thereto (each, a “Lender” and, collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and, together with the Collateral Agent, each, an “Agent” and, collectively, the “Agents”).

Lenders. ARES SFERS NEWSTAR CREDIT STRATEGIES FUND OPPORTUNITIES FUNDING I LTD., as a Lender By: NewStar Financial, Inc., its Manager By: /s/ /Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Portfolio Management NEWSTAR COMMERCIAL LOAN TRUST 2007-1, as a Lender By: NewStar Financial, Inc., as Servicer By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Portfolio Management NEWSTAR TRUST 2005-1, as a Lender By: NewStar Financial, Inc., its Servicer and Attorney in Fact By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President Portfolio Management NEWSTAR WAREHOUSE FUNDING 2005 LLC, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLCNewStar Financial, Inc., its investment manager Manager By: /s/ Xxxx Xxxxxxxx Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxxxx Xxxxxxx X. Xxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT Vice President Portfolio Management ACKNOWLEDGMENT Reference is hereby made to (a) the foregoing Fifth Amendment to Financing Agreement dated as of February 25, 2010 (the “Amendment”) by and among BODY SHOP OF AMERICA, INC., a Florida corporation (“Body Shop”), CATALOGUE VENTURES, INC., a Florida corporation (“CV,” CV, together with Body Shop and each other Person who becomes a borrower under the Financing Agreement, the “Borrowers”), BODY CENTRAL ACQUISITION CORP., a Delaware corporation (“Parent”), RINZI AIR, L.L.C., a Florida limited liability company (“Rinzi,” Rinzi, together with Parent and each other Person who becomes a guarantor under the Financing Agreement, the “Guarantors,” such Guarantors, together with the Borrowers, the “Loan Parties”), DYMAS FUNDING COMPANY, LLC, as administrative agent (in such capacity, “Administrative Agent”) for certain financial institutions (the “Lenders”), and (b) that certain Guaranty dated as of January 25, 2008 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Investor Guaranty”), executed and delivered by each of the undersigned (each an “Investor Guarantor”), in favor of Administrative Agent, Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Financing Agreement referred to in the Amendment. Each Investor Guarantor hereby (a) acknowledges receipt by such Investor Guarantor of a copy of the Amendment, and (b) agrees that the Investor Guaranty remains in full in force and effect with respect to such Investor Guarantor and that the terms and provisions of the Amendment do not modify or otherwise affect in any way any of such Investor Guarantor’s obligations and liabilities under the Investor Guarantor, all of which obligations and liabilities are hereby ratified, confirmed and reaffirmed. IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed by an officer thereunto duly authorized, as of the date set forth below. WESTVIEW CAPITAL PARTNERS, L.P. By: WestView Capital Management, L.P., as an Existing Lender and Second Amendment Effective Date Term Lender its general partner By: OCM Middle Market Credit G.P. Inc.WVCP Management, LLC, its general partner By: /s/ X. Xxxxx xxx Xxxxxxxxx Name: X. Xxxxx xxx Xxxxxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)Manager Dated as of February 28, L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory 2010 IN WITNESS WHEREOF, the parties hereto have undersigned Investor Guarantor has caused this Amendment Acknowledgment to be duly executed by their respective authorized officers an officer thereunto duly authorized, as of the day and year first above writtendate set forth below. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUNDPineBridge PEP III Direct, L.P. By: AIG PEP III Direct GP, L.P., as an Existing Lender its General Partner By: Ares Management AIG PEP III Direct, LLC, its investment subadvisor General Partner By: Ares Capital Management PineBridge Investments LLC, as subadvisor its Managing Member By: /s/ Xxxx Xxxxxxxx F.T. Chong Name: Xxxx Xxxxxxxx F.T. Chong Title: Authorized Signatory ARES DIRECT FINANCE I LPManaging Director Dated as of March 8, 2010 IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed by an officer thereunto duly authorized, as an Existing Lender of the date set forth below. PineBridge Vantage Partners, L.P. By: Ares AIG Vantage Capital Management General Partner, L.P., its General Partner By: AIG Vantage Capital, LLC its General Partner By: PineBridge Investments LLC, its investment manager Managing Member By: /s/ Xxxx Xxxxxxxx F.T. Chong Name: Xxxx Xxxxxxxx F.T. Chong Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING Managing Director Dated as of March 8, 2010 IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed by an officer thereunto duly authorized, as of the date set forth below. PineBridge PEP IV Co-Investment, L.P. By: AIG PEP IV Co-Investment GP, L.P., as an Existing Lender its General Partner By: AO Middle Market Credit Financing GP Ltd.AIG PEP IV Co-Investment GP, LLC, its general partner General Partner By: PineBridge Investments LLC, its Managing Member By: /s/ X. Xxxxx F.T. Chong Name: X. Xxxxx F.T. Chong Title: Managing Director Dated as of March 8, 2010 IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed by an officer thereunto duly authorized, as of the date set forth below. American International Group, Inc. Retirement Plan Master Trust By: PineBridge Investments LLC, the duly authorized investment adviser to the American International Group Inc. Retirement Plan Master Trust By: /s/ Xxxxxx Xxxxxxx F.T. Chong Name: Xxxxxx Xxxxxxx F.T. Chong Title: DirectorManaging Director Dated as of March 8, 2010 IN WITNESS WHEREOF, the undersigned Investor Guarantor has caused this Acknowledgment to be executed as of the date set forth below. /s/ Xxxx Xxxxxx Xxxx Xxxxxx, an individual Dated as of February 26, 2010

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCUS SPECIALTY INSURANCE COMPANY, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital TCW Asset Management Company LLC, its investment manager Investment Manager and Attorney-in-Fact By: /s/ Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Title: Managing Director SAFETY NATIONAL CASUALTY CORPORATION, as a Lender By: TCW Asset Management Company LLC, its Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director RELIANCE STANDARD LIFE INSURANCE COMPANY, as a Lender By: TCW Asset Management Company LLC, its Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director PHILADELPHIA INDEMNITY INSURANCE COMPANY, as a Lender By: TCW Asset Management Company LLC, its Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director LENDERS (CONT.): MACQUARIE INVESTMENTS US INC., as a Lender By: /s/ Jxxxxx Xxxxxx Name: Jxxxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Mxxxxxx Xxxxxxxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Mxxxxxx Xxxxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFSchedule 1.01(A) Lenders Revolving Credit Commitment Term Loan Commitment Total Commitment SCHEDULE 1.01(B) Facilities SCHEDULE 1.01(C) Immaterial Subsidiaries SCHEDULE 6.01(e) Capitalization; Subsidiaries SCHEDULE 6.01(f) Litigation SCHEDULE 6.01(i) ERISA SCHEDULE 6.01(l) Nature of Business SCHEDULE 6.01(p) Employee and Labor Matters SCHEDULE 6.01(q) Environmental Matters SCHEDULE 6.01(r) Insurance SCHEDULE 6.01(u) Intellectual Property SCHEDULE 6.01(v) Material Contracts SCHEDULE 6.01(gg) Health Care SCHEDULE 7.02(a) Existing Liens SCHEDULE 7.02(b) Existing Indebtedness SCHEDULE 7.02(e) Existing Investment SCHEDULE 7.02(j) Transactions with Affiliates SCHEDULE 7.02(k) Limitations on Dividends and Other Payment Restrictions SCHEDULE 8.01 Cash Management Accounts EXHIBIT A FORM OF JOINDER AGREEMENT THIS JOINDER AGREEMENT, dated as of ____________ (this “Agreement”), to the Financing Agreement referred to below is entered into by and among Obagi Global Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Ultimate Parent”), Obagi Holdings Company Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Parent”), Obagi Cosmeceuticals LLC, a Delaware limited liability company (together with each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as “Borrowers”), each subsidiary of the day Ultimate Parent listed as a “Guarantor” on the signature pages thereto (together with the Ultimate Parent, the Parent and year first above written. LENDERS each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS as defined therein), each, a “Guarantor” and, collectively, the “Guarantors”), [NAME OF THE SALI MULTI-SERIES FUNDADDITIONAL BORROWER OR GUARANTOR], L.P.a _________________ ______________ (the “Additional [Borrower][Guarantor]”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), TCW Asset Management Company LLC, a Delaware limited liability company (“TCW”), as an Existing Lender By: Ares Management LLCcollateral agent for the Lenders (in such capacity, together with its investment subadvisor By: Ares Capital Management LLCsuccessors and assigns in such capacity, the “Collateral Agent”), and TCW, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPadministrative agent for the Lenders (in such capacity, as together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an Existing Lender By: Ares Capital Management LLC“Agent” and collectively, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Directorthe “Agents”)

Lenders. ARES SFERS CREDIT STRATEGIES FUND Stone Tower CLO III Ltd. By: Stone Tower Debt Advisors LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager Collateral Manager By: /s/ Xxxx Xxxxxxxx XXXXXXX X. XXXXXXXXX Name: Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.LENDERS Stone Tower CDO Ltd. By: Stone Tower Debt Advisors LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Collateral Manager By: /s/ Xxxx Xxxxxxxx XXXXXXX X. XXXXXXXXX Name: Xxxx Xxxxxxxx Xxxxxxx X. Xxxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFLENDERS BABSON CLO LTD 2003-I BABSON CLO LTD 2004-I BABSON CLO LTD 2005-III ELC (CAYMAN) LTD. 1999-II SUFFIELD CLO, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender LIMITED By: Ares Management LLC, its investment subadvisor By: Ares Babson Capital Management LLC, LLC as subadvisor Collateral Manager By: /s/ Xxxx Xxxxxxxx XXXXXX XXXXXX Name: Xxxx Xxxxxxxx Xxxxxx Xxxxxx Title: Managing Director MAPLEWOOD (CAYMAN) LIMITED By: Babson Capital Management LLC as Investment Manager By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Managing Director XXXXXX CDO LTD By: Babson Capital Management LLC as Investment Manager By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Managing Director SIMSBURY CLO, LIMITED By: Babson Capital Management LLC under delegeted authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Managing Director LENDERS BLACK DIAMOND CLO 2005-2, LTD. By: Black Diamond Capital Management, L.L.C., as Its collateral Manager By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx, Xx. Title: President & Managing Partner Black Diamond Capital Management, L.L.C. LENDERS BLACK DIAMOND CLO 2005-1, LTD. By: Black Diamond Capital Management, L.L.C., as Its collateral Manager By: /s/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx, Xx. Title: President & Managing Partner Black Diamond Capital Management, L.L.C. LENDERS Sequils-Centurion V, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ XXXXX X XXXXXXX Name: Xxxxx X Xxxxxxx Title: Supervisor - Fixed Income LENDERS KZH SOLEIL LLC By: /s/ Illegible Name: [TO COME] Title: Authorized Agent LENDERS KZH SOLEIL-2 LLC By: /s/ Illegible Name: [TO COME] Title: Authorized Agent LENDERS Galaxy CLO 2003-1, Ltd. By: AIG Global Investment Corp., Inc. its Collateral Manager By: /s/ W. XXXXXXX XXXXXX Name: W. Xxxxxxx Xxxxxx Title: Managing Director Galaxy III CLO, Ltd. By: AIG Global Investment Corp., its Collateral Manager By: /s/ W. XXXXXXX XXXXXX Name: W. Xxxxxxx Xxxxxx Title: Managing Director Natexis Banques Populaires By: /s/ XXXXXXX X. BROOSSARD Name: Xxxxxxx X. Broossard Title: Vice President and Group Manager By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Group Manager LENDERS Allstate Life Insurance Company By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx XXXXXX X. XXXXXXX Name: Xxxx Xxxxxxxx Xxxxxx X. Xxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P.AIMCO CDO, as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner Series 2000-A By: /s/ X. Xxxxx XXXXX XXXXXXX Name: X. Xxxxx Xxxxxxx Title: Director Authorized Signatory By: /s/ Xxxxxx Xxxxxxx XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: DirectorAuthorized Signatory AIMCO CLO, Series 2005-A By: /s/ XXXXX XXXXXXX Name: Xxxxx Xxxxxxx Title: Authorized Signatory By: /s/ XXXXXX X. XXXXXXX Name: Xxxxxx X. Xxxxxxx Title: Authorized Signatory LENDERS Addison CDO, Limited By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS DELANO Company By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS Loan Funding III LLC By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS ROYALTON COMPANY By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS SEQUILS-MAGNUM, LTD. By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS Southport CLO, Limited By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS Waveland – INGOTS, LTD. By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director LENDERS Wrigley CDO, Ltd. By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX Xxxxx X. Xxxxxxxxxx Managing Director EXHIBIT A TO AMENDMENT NO. 14

Lenders. ARES SFERS CREDIT STRATEGIES DG VALUE PARTNERS II MASTER FUND, LP DG VALUE PARTNERS FUND, LP DG VALUE PARTNERS II MASTER FUND, LP – CLASS C EXXXXXXXXX FAMILY FOUNDATION AE 2015 GRANTOR CLAT 2016 AXXX XXXXXX DISCRETIONARY TRUST THE SXX AND HXXXXX WIDER FAMILY TRUST PPG HEDGE FUND HOLDINGS LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management DG CAPITAL MANAGEMENT, LLC, its investment manager By: As Investment Manager By /s/ Xxxx Xxxxxxxx Dxx Xxxxxxxxx Name: Xxxx Xxxxxxxx Dxx Xxxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET Managing Member LENDERS IX XXXXXXXXX FLOATING RATE INCOME FUND IX XXXXXXXXX STRATEGIC INCOME FUND IX XXXXXXXXX CANADIAN HIGH YIELD INCOME FUND IPROFILE FIXED INCOM PRIVATE POOL MACKENZIE CORPORATE BOND FUND MACKENZIE DIVERSIFIED ALTERNATIVES FUND MACKENZIE FLOATING RATE INCOME ETF MACKENZIE FLOATING RATE INCOME FUND MACKENZIE GLOBAL CREDIT L.P., OPPORTUNITIES FUND MACKENZIE GLOBAL HIGH YIELD FIXED INCOME ETF MACKENZIE NORTH AMERICAN CORPORATE BOND FUND MACKENZIE STRATEGIC INCOME FUND MACKENZIE UNCONSTRAINED BOND ETF MACKENZIE UNCONSTRAINED FIXED INCOME FUND as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: By /s/ X. Xxxxx Movin Mokbel Name: X. Xxxxx Movin Mokbel Title: Director By: VP Investments By /s/ Dxxxxx Xxxxxx Xxxxxxx Name: Dxxxxx Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)VP Investments LENDERS VR Global Partners, L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: By /s/ Xxxx Xxxxxxxx Emile du Toit Name: Xxxx Xxxxxxxx Emile du Toit Title: Authorized Signatory IN WITNESS WHEREOFsignatory 97 LENDERS MYDA ADVANTAGE, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.LP., as an Existing Lender ByBy /s/ Jxxxx Xxxxxx Name: Ares Management LLCJxxxx Xxxxxx Title: Managing Member LENDERS J&G REALTY, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: Lender By /s/ Xxxx Xxxxxxxx [Illegible] Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorMember

Lenders. ARES SFERS CREDIT STRATEGIES BTC HOLDINGS FUND LLCI, as an Existing Lender and Second Amendment Effective Date Term Lender LLC By: Ares Capital Management LLCBlue Torch Credit Opportunities Fund I LP, its investment manager sole member By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Blue Torch Credit G.P. Inc.Opportunities GP LLC, its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital KPG BTC Management LLC, its Manager sole member By: /s/ Xxxx Xxxxxxxx Kxxxx Xxxxx Name: Xxxx Xxxxxxxx Kxxxx Xxxxx Title: Authorized Signatory IN WITNESS WHEREOFManaging Member BTC HOLDINGS FUND I-B, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender LLC By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE Blue Torch Credit Opportunities Fund I LP, as an Existing Lender its sole member By: Ares Capital Management Blue Torch Credit Opportunities GP LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: KPG BTC Management LLC, its sole member By: /s/ X. Kxxxx Xxxxx Name: X. Kxxxx Xxxxx Title: Director Managing Member BLUE TORCH CREDIT OPPORTUNITIES SBAF FUND LP By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: /s/ Xxxxxx Xxxxxxx Kxxxx Xxxxx Name: Xxxxxx Xxxxxxx Kxxxx Xxxxx Title: DirectorManaging Member BLUE TORCH CREDIT OPPORTUNITIES FUND II LP By: Blue Torch Credit Opportunities GX XX LLC, its general partner By: KPG BTC Management LLC, its sole member By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Managing Member BLUE TORCH CREDIT OPPORTUNITIES KRS FUND LP By: Blue Torch Credit Opportunities KRS GP LLC, its general partner By: KPG BTC Management LLC, its sole member By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Managing Member SWISS CAPITAL BTC OL PRIVATE DEBT FUND L.P. By: /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx, In his capacity as authorized signatory of Blue Torch Capital LP, as agents and attorney-in-fact for Swiss Capital BTC OL Private Debt Fund L.P. EXHIBIT 2.09(d)-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Financing Agreement, dated as of October 16, 2020 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Blue Apron, LLC, a Delaware limited liability company (the “Borrower”), Blue Apron Holdings, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Subsidiary Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. Pursuant to the provisions of Section 2.09(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Term Loan (as well as any promissory note evidencing the Term Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of a Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT 2.09(d)-2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Financing Agreement, dated as of October 16, 2020 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Blue Apron, LLC, a Delaware limited liability company (the “Borrower”), Blue Apron Holdings, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Subsidiary Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. Pursuant to the provisions of Section 2.09(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of a Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT 2.09(d)-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Financing Agreement, dated as of October 16, 2020 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Blue Apron, LLC, a Delaware limited liability company (the “Borrower”), Blue Apron Holdings, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Subsidiary Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. Pursuant to the provisions of Section 2.09(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners or members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners or members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners or members is a ten percent shareholder of a Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners or members is a controlled foreign corporation related to a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT 2.09(d)-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Financing Agreement, dated as of October 16, 2020 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among Blue Apron, LLC, a Delaware limited liability company (the “Borrower”), Blue Apron Holdings, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Subsidiary Guarantor” on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”). Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. Pursuant to the provisions of Section 2.09(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Term Loan (as well as any promissory note evidencing the Term Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners or members are the sole beneficial owners of the Term Loan (as well as any promissory note evidencing the Term Loan), (iii) with respect to the extension of credit pursuant to this Financing Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners or members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners or members is a ten percent shareholder of a Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners or members is a controlled foreign corporation related to a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT A [FORM OF] JOINDER AGREEMENT JOINDER NO. [●] to FINANCING AGREEMENT, dated as of _____________, ____ (this “Agreement”) is entered into by _____________________, a ______________________ (the “New Guarantor”), in favor of BLUE TORCH FINANCE LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent (together with its successors and assigns in such capacities, collectively, the “Agents”). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Financing Agreement (as defined below).

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCXXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as an Existing a US Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: Director ASH HOLDINGS II Its Authorized Signatory LENDERS (U), L.P.CONT'D}: XXXXX FARGO CAPITAL FINANCE (UK) LIMITED, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director UK Security Agent By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: DirectorIts Authorized Signatory LENDERS (CONT'D}: JPMORGAN CHASE BANK, N.A., as a US Lender and UK Lender By: /s/ Xxxxxxx Song Name: Xxxxxxx Song Title: Its Authorized Signatory EXHIBIT A CREDIT AGREEMENT AND SCHEDULE 1.1 TO CREDIT AGREEMENT Please see attached. AMENDED AND RESTATED CREDIT AGREEMENT by and among XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent, Sole Lead Arranger and Sole Bookrunner THE LENDERS THAT ARE PARTIES HERETO as the Lenders, XXXXX FARGO CAPITAL FINANCE (UK) LIMITED, as UK Security Agent, CONCRETE PUMPING HOLDINGS, INC., as Holdings, CONCRETE PUMPING INTERMEDIATE ACQUISITION CORP., as Intermediate Holdings, XXXXXXXX-XXXX CONCRETE PUMPING HOLDINGS, INC., XXXXXXXX-XXXX CONCRETE PUMPING, INC., ECO-PAN, INC., and CAPITAL PUMPING, LP, as the US Borrowers, and CAMFAUD CONCRETE PUMPS LIMITED, and PREMIER CONCRETE PUMPING LIMITED, as the UK Borrowers Dated as of January 28, 2021 TABLE OF CONTENTS Page

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., EXECUTED as a Second Amendment Effective Date Term Lender ByDEED by ABN AMRO BANK N.V. acting by its duly authorised signatories in the presence of: Ares Capital Management LLCEXECUTED as a DEED by BELFIUS BANK NV/SA acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by BNP PARIBAS SA acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by CREDIT INDUSTRIEL ET COMMERCIAL acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by DANISH SHIP FINANCE (DANSMARK SKIBSKREDIT A/S) acting by its duly authorised attorney-in-fact in the presence of: ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as a DEED by DNB BANK ASA acting by its Manager Byduly authorised attorney-in-fact in the presence of: /s/ Xxxx Xxxxxxxx NameEXECUTED as a DEED by ITF FINANCIAL TRANSPORT FINANCE SUISSE acting by its duly authorised attorney-in-fact in the presence of: Xxxx Xxxxxxxx TitleEXECUTED as a DEED by NORDEA BANK NORGE ASA acting by its duly authorised attorney-in-fact in the presence of: Authorized Signatory IN WITNESS WHEREOFEXECUTED as a DEED by SCOTIABANK EUROPE PLC acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by SKANDINAVISKA ENSKILDA XXXXXX XX (publ) acting by its duly authorised attorney-in-fact in the presence of: ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as a DEED by SANTANDER BANK, N.A. acting by its duly authorised attorney-in-fact in the parties hereto have caused this Amendment to be presence of: OUTGOING LENDERS EXECUTED as a DEED by DANISH SHIP FINANCE (DANMARKS SKIBSKREDIT A/S) acting by its duly executed authorised attorney-in-fact in the presence of: EXECUTED as a DEED by their respective authorized officers ITF INTERNATIONAL TRANSPORT FINANCE SUISSE XX XXXXXX AB (publ) acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as of a DEED by DNB BANK ASA acting by its duly authorised attorney-in-fact in the day and year first above written. LENDERS presence of: SWAP BANKS EXECUTED as a DEED byABN AMRO BANK N.V acting by its duly authorised attorney-in-fact in the presence of: ) Xxxxxx Xxxx, Senior Vice President ) ) ) ) Xxxxxx Xxxxxxx, Assistant Vice President ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as a DEED ) Xxxxx Kind, Attorney-in-fact by BELFIUS BANK NV/SA ) acting by ) its duly authorised ) attorney-in-fact in the presence of: ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as a DEED ) Xxxxx Kind, Attorney-in-fact by DNB BANK ASA, LONDON BRANCH ) acting by ) its duly authorised ) attorney-in-fact in the presence of: ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as a DEED ) Xxxxx Kind, Attorney-in-fact by NORDEA BANK FINLAND PLC ) acting by ) its duly authorised ) attorney-in-fact in the presence of: ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as a DEED ) Xxxxx Kind, Attorney-in-fact by SKANDINAVISKA ENSKILDA ) XXXXXX XX (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTIpubl) ) acting by ) its duly authorised signatories ) in the presence of: ) Xxxxxx Xxxxxx, Trainee Solicitor LEAD ARRANGERS EXECUTED as a DEED ) Xxxxx Kind, Attorney-SERIES FUNDin-fact by ABN AMRO BANK N.V. ) acting by ) its duly authorised ) attorney-in-fact in the presence of: ) Xxxxxx Xxxxxx, L.P.Trainee Solicitor EXECUTED as a DEED by BNP PARIBAS SA acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by DNB BANK ASA acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by NORDEA BANK NORGE ASA acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by SKANDINAVISKA ENSKILDA XXXXXX XX (publ) acting by its duly authorised attorney-in-fact in the presence of: CO- ARRANGERS EXECUTED as a DEED by DANISH SHIP FINANCE (DANMARKS SKIBSKREDIT A/S) acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by ITF INTERNATIONAL TRANSPORT FINANCE SUISSE AG acting by its duly authorised attorney-in-fact in the presence of: ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Kind, Attorney-in-fact ) ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor EXECUTED as an Existing Lender Bya DEED by KBC BANK NV acting by its duly authorised attorney-in-fact in the presence of: Ares Management LLCGLOBAL CO-ORDINATOR EXECUTED as a DEED by NORDEA BANK NORGE ASA acting by its duly authorised attorney-in-fact in the presence of: BOOKRUNNERS EXECUTED as a DEED by NORDEA BANK NORGE ASA acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by DNB BANK ASA acting by its duly authorised attorney-in-fact in the presence of: AGENT EXECUTED as a DEED by NORDEA BANK NORGE ASA acting by its duly authorised signatories in the presence of: ) Xxxxx Kind, its investment subadvisor By: Ares Capital Management LLCAttorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPTrainee Solicitor ) Xxxxx Kind, as an Existing Lender By: Ares Capital Management LLCAttorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P.Trainee Solicitor ) Xxxxx Kind, as an Existing Lender By: AO Middle Market Credit Financing GP Ltd.Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, its general partner By: /s/ X. Trainee Solicitor ) Xxxxx Name: X. Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxx, Trainee Solicitor ) Xxxxx Title: Director By: /s/ Kind, Attorney-in-fact ) ) ) ) Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorXxxxxx, Trainee Solicitor

Lenders. ARES SFERS CREDIT STRATEGIES FUND BXC JADE SUB 1 LLC, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLCBXC Jade Topco 1 LP, its investment manager sole member By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc.BXC Jade Associates LLC, its general partner By: /s/ X. Xxxxx Xxxxxx Xxxxxx Name: X. Xxxxx :Xxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P.:Authorized Signatory BXC JADE SUB 2 LLC, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLCBXC Jade Topco 2 LP, its Manager sole member By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management BXC Jade Associates LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 3 LLC, as a Lender By: X. Xxxxx TitleBXC Jade Topco 3 LP, its sole member By: Director BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 4 LLC, as a Lender By: BXC Jade Topco 4 LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 5-B LLC, as a Lender By: BXC Jade Topco 5-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 6-B LLC, as a Lender By: BXC Jade Topco 6-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 7-B LLC, as a Lender By: BXC Jade Topco 7-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 8-B LLC, as a Lender By: BXC Jade Topco 8-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 9-B LLC, as a Lender By: BXC Jade Topco 9-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE SUB 10-B LLC, as a Lender By: BXC Jade Topco 10-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE (WH) SUB 5-B LLC, as a Lender By: BXC Jade Sub 5-B LLC, its sole member By: BXC Jade Topco 5-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE (WH) SUB 6-B LLC, as a Lender By: BXC Jade Sub 6-B LLC, its sole member By: BXC Jade Topco 6-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE (WH) SUB 7-B LLC, as a Lender By: BXC Jade Sub 7-B LLC, its sole member By: BXC Jade Topco 7-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE (WH) SUB 8-B LLC, as a Lender By: BXC Jade Sub 8-B LLC, its sole member By: BXC Jade Topco 8-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE (WH) SUB 9-B LLC, as a Lender By: BXC Jade Sub 9-B LLC, its sole member By: BXC Jade Topco 9-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory BXC JADE (WH) SUB 10-B LLC, as a Lender By: BXC Jade Sub 10-B LLC, its sole member By: BXC Jade Topco 10-B LP, its sole member By: BXC Jade Associates LLC, its general partner By: /s/ Xxxxxx Xxxxxx Name:Xxxxxx Xxxxxx Title:Authorized Signatory GSO CREDIT ALPHA FUND II-C AIV-1, LP, as a Lender By: GSO Credit Alpha Associates II LP, its General Partner By: GSO Credit Alpha Associates II (Delaware) LLC, its General Partner By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxxx Xxxxxx Title: DirectorAuthorized Signatory LENDER: BLACKSTONE HOLDINGS FINANCE CO. LLC, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory LENDER: BXLS YIELD – DUET (DE) L.P., as a Lender By: Blackstone Life Sciences Advisors L.L.C. on behalf of BXLS Yield – Duet (DE) L.P. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Operating Officer Schedule 1.01(a) Certain Addresses for Notices [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 1.01(b) Initial Commitments and Applicable Percentages [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 1.01(c) Mortgaged Properties [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.10 Insurance [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.12 Pension Plans [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.23(b) Licenses etc. [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.23(c) Owned Intellectual Property [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.23(d) Disputes [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.23(f) Contractual Obligations [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.25(d) FDA Communications [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 5.26 Key Contract Matters [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 7.01 Existing Liens [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 7.02 Existing Indebtedness [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 7.03 Existing Investments [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] Schedule 7.08 Existing Transactions with Affiliates [Omitted pursuant to Item 601(a)(5) of Regulation S-K. Such schedule will be furnished to the Securities and Exchange Commission upon request.] EXHIBIT A ADMINISTRATIVE QUESTIONNAIRE Deal Name: HARMONY BIOSCIENCES HOLDINGS, INC. CREDIT FACILITY Agent Address: Wilmington Trust, N.A Return To: Loan Agency Middle Admin 00 Xxxxx Xxxxx Xxxxxx Phone: 000-000-0000 Suite 1290 Fax: 000-000-0000 Xxxxxxxxxxx, XX 00000 E-mail: XxxxXxxxxx@XxxxxxxxxxXxxxx.xxx LENDER INFORMATION: Legal Name of Lender: Legal Address: Fund Manager: ADMINISTRATIVE/OPERATIONS/NOTICES CONTACTS: Primary Contact Secondary Contact Name: Company: Title: Address: Phone: Fax: E-Mail Address: CREDIT CONTACTS: Primary Contact Secondary Contact Name: Company: Title: Address: Phone: Fax: E-Mail Address: INTRALINKS CONTACTS: Name: Phone: E-mail Address: Name: Phone: E-mail Address: Name: Phone: E-mail Address: DOMESTIC WIRE INSTRUCTIONS: Currency: Bank Name: Swift/Routing No.: Account Name: Account No.: FCC Account Name: FCC Account No.: Attention:

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender WEST VIRGINIA DIRECT LENDING LLC By: Ares Capital TCW Asset Management Company LLC, its investment manager Investment Advisor By: /s/ Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET Managing Director TCW SKYLINE LENDING LP By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NJ/TCW DIRECT LENDING LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW BRAZOS FUND LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING VII LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC By: TCW Asset Management Company LLC, its Investment Manager By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director US SPECIALTY INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director SAFETY NATIONAL CASUALTY CORP By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director RELIANCE STANDARD LIFE INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NH CREDIT PARTNERS III HOLDINGS L.P. By: MS Credit Partners III GP L.P., as an Existing Lender and Second Amendment Effective Date Term Lender its general partner By: OCM Middle Market MS Credit G.P. Partners III GP Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Wxxxxxx Xxxxxxx Name: Xxxxxx Wxxxxxx Xxxxxxx Title: Executive Director ASH HOLDINGS II ANNEX A Amended Financing Agreement (USee Attached) ANNEX B Form of SOFR Notice (See Attached), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCGENERAL ELECTRIC CAPITAL CORPORATION, as an Existing Agent, Lender, Term Lender and Second Amendment Effective Date Term Swing Line Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: Mxxx X. Xxxxx Title: Managing Director The undersigned are executing this Amendment in their capacity as Credit Parties: Wilsons The Leather Experts Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: Sxxxx X. Xxxxx Title: Director Chief Financial Officer Wilsons Center, Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Sxxxx X. Xxxxx Title: DirectorChief Financial Officer Rosedale Wilsons, Inc. By: /s/ Sxxxx X. Xxxxx Title: Chief Financial Officer River Hills Wilsons, Inc. By: /s/ Sxxxx X. Xxxxx Title: Chief Financial Officer Bermans The Leather Experts Inc. By: /s/ Sxxxx X. Xxxxx Title: Chief Financial Officer EXHIBIT 4.1(b) TO CREDIT AGREEMENT FORM OF BORROWING BASE CERTIFICATE [To be attached] Exh. 4.1(b) — 1 Wilsons Leather Borrowing Base Certificate As of x/x/xx Credit Card Receivables per x/x/xx Sales Audit System $ — Advance Rate 100.0 % Total Credit Card Receivables Availability $ — Wholesale Accounts Receivable per x/x/xx Report $ — Less Ineligibles > 60 days past due (or > 90 days from invoice date) — Other Ineligibles — Total Ineligibles — Eligible Wholesale Accounts Receivable $ — Advance Rate 100.0 % Total Wholesale Accounts Receivables Availability $ — Maximum $ 10,000,000 Lesser of Total and Maximum $ — Inventory per the x/x/xx External Stock Ledger $ — E-commerce Inventory per the x/x/xx Stock Ledger — Merchandise In-transit — Wires — Merchandise In-transit — LC’s — Merchandise In-transit — Domestic Freight — Merchandise In-transit — Prepaid — Total Inventory $ — Less Ineligibles Merchandise In-transit — Unfunded LC’s $ — Layaway Inventory — Liquidation Store Inventory — Book to Physical Adjustment Reserve — Discontinued Product Lines — Locations < $50,000 — License Inventory With No Disposition Agreement — Inventory Not Located in 48 Contiguous States — Inventory at E-commerce Location (No Landlord Waiver) — Total Ineligibles — Eligible Inventory $ — NOLV Percentage through June 2006 72.8 % NOLV Value Inventory $ — Advance Rate 102.5 % Inventory Availability $ — Less Reserves: Landed Costs of In-transit $ — Gift Certificates (50% of G/L Amount) — Credit Memos (50% of G/L Amount) — Gift Cards (50% of G/L Amount) — Total Reserves — Total Inventory Availability $ — Import LC Inventory $ — Less: Import Payments — Plus: New Import LC Issuances — Net Import LC Inventory $ — NOLV Percentage through June 2006 58.3 % NOLV Value LC Inventory $ — Advance Rate 102.5 % Available Import LC Inventory $ — Less: Landed Costs — Total Import LC Inventory Availability $ — Wholesale Inventory $ — Less Ineligibles: In-transit Greater Than $5,000,000 — License Inventory With No Disposition Agreement — Eligible Wholesale Inventory $ — Advance Rate 60.0 % Total Wholesale Inventory Availability $ — Maximum $ 10,000,000 Lesser of Total and Maximum $ — FMV Of FF&E $ — Advance Rate 85.0 % Total FF&E Availability $ — Revolver Availability $ — Maximum Revolver $ 115,000,000 Lesser of Revolver Availability and Maximum Revolver $ — Less: Revolver Outstanding — Import LC’s — Stand-by LC’s — 10% Excess Availability Covenant — Other — Total Outstanding — Excess Availability $ — Wilsons Leather Holdings Inc. hereby certifies that the foregoing accurately reflects its Borrowing Availability as of the date hereof in accordance with the Fifth Amended and Restated Credit Agreement dated as of December 29, 2006, among it, General Electric Capital Corporation and the other parties thereto. Date: ____________________ WILSONS LEATHER HOLDINGS INC. By: _______________________

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender WEST VIRGINIA DIRECT LENDING LLC By: Ares Capital TCW Asset Management Company LLC, its investment manager Investment Advisor By: /s/ Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET Managing Director TCW SKYLINE LENDING LP By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NJ/TCW DIRECT LENDING LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW BRAZOS FUND LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director [Amended and Restated Unit Issuance Agreement] TCW DIRECT LENDING VII LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC By: TCW Asset Management Company LLC, its Investment Manager By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director US SPECIALTY INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director SAFETY NATIONAL CASUALTY CORP By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director RELIANCE STANDARD LIFE INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director [Amended and Restated Unit Issuance Agreement] NORTH HAVEN CREDIT PARTNERS III L.P. By: MS Credit Partners III GP L.P., as an Existing Lender and Second Amendment Effective Date Term Lender its general partner By: OCM Middle Market MS Credit G.P. Partners III GP Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Wxxxxxx Xxxxxxx Name: Xxxxxx Wxxxxxx Xxxxxxx Title: Executive Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital [Amended and Restated Unit Issuance Agreement] EXHIBIT A Schedule of Lenders Name and Address Consummated Transaction Units Unconsummated Transaction Units Level Number of Class G Units West Virginia Direct Lending LLC c/o TCW Asset Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as Company LLC 1251 Avenue of the day Americas, Sxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 51,945 37,104 22,262 7,421 62,334 TCW Skyline Lending LP c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, Sxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 210,392 150,280 90,168 30,056 252,470 NJ/TCW Direct Lending LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, Sxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 45,360 32,400 19,440 6,480 54,432 TCW Brazos Fund LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, Sxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 74,259 53,042 31,825 10,608 89,111 TCW Direct Lending VII LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, Sxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 1,474,214 1,053,010 631,806 210,603 1,769,055 Name and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUNDAddress Consummated Transaction Units Unconsummated Transaction Units Level Number of Class G Units TCW Direct Lending Structured Solutions 2019 LLC c/o TCW Asset Management Company LLC 1251 Avenue of the Americas, L.P.Sxxxx 0000 Xxx Xxxx, as an Existing Lender ByXxx Xxxx 00000 Attn: Ares Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 288,624 206,160 123,696 41,232 346,349 Safety National Casualty Corp c/o TCW Asset Management LLCCompany LLC 1251 Avenue of the Americas, its investment subadvisor BySxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: Ares Capital Rxxx Xxxxxxx Email: rxxx.xxxxxxx@xxx.xxx I II III IV 91,135 65,096 39,058 13,019 109,362 Reliance Standard Life Insurance Company c/o TCW Asset Management LLCCompany LLC 1251 Avenue of the Americas, as subadvisor BySxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attn: /s/ Xxxx Xxxxxxxx NameRxxx Xxxxxxx Email: Xxxx Xxxxxxxx Titlerxxx.xxxxxxx@xxx.xxx I II III IV 104,154 74,396 44,638 14,879 124,985 North Haven Credit Partners III L.P. 1000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Authorized Signatory ARES DIRECT FINANCE Dxxxx Xxxxxxxxxx and Wxxxxxx Xxxxxxx Dxxxx Xxxxxxxxxx: Dxxxx.Xxxxxxxxxx@xxxxxxxxxxxxx.xxx Wxxxxxx Xxxxxxx: Wxxxxxx.Xxxxxxx@xxxxxxxxxxxxx.xxx I LP, as an Existing Lender ByII III IV 594,821 424,872 254,923 84,974 713,786 TOTAL: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorI II III IV 3,000,000 2,142,857 1,285,714 428,571 3,600,000

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCAMERRA AGRI FUND, LP, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares AMERRA Capital Management Management, LLC, its investment manager By: /s/ Xxxx By /S/ Cxxxx X. Xxxxxxxx Name: Xxxx Cxxxx X. Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.Managing Director AMERRA AGRI FUND II, LP, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc.AMERRA Capital Management, its general partner By: /s/ LLC, Investment Manager By /S/ Cxxxx X. Xxxxx Xxxxxxxx Name: Cxxxx X. Xxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)AMERRA AGRI OFFSHORE FUND, L.P.LP, as a Second Amendment Effective Date Term Lender By: Ares AMERRA Capital Management Management, LLC, its Investment Manager By: /s/ Xxxx By /S/ Cxxxx X. Xxxxxxxx Name: Xxxx Cxxxx X. Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES Managing Director AMERRA AGRI OPPORTUNITY FUND, L.P.LP, as an Existing Lender By: Ares Management AMERRA Capital Management, LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Investment Manager By /S/ Cxxxx X. Xxxxxxxx Name: Xxxx Cxxxx X. Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPManaging Director JPMORGAN CHASE RETIREMENT PLAN, as an Existing Lender By: Ares AMERRA Capital Management Management, LLC, its investment manager By: /s/ Xxxx Investment Manager By /S/ Cxxxx X. Xxxxxxxx Name: Xxxx Cxxxx X. Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P.Managing Director EXHIBIT A TO AMENDMENT NO. 3 Form of Promissory Note PROMISSORY NOTE PRINCIPAL AMOUNT: US$30,000,000.00 FOR VALUE RECEIVED, BAJA AQUA-FARMS, S.A. DE C.V., a company duly organized and validly existing under the laws of the United Mexican States (“Mexico”) and UMAMI SUSTAINABLE SEAFOOD, INC, a company duly organized and validly existing under the laws of Nevada, United States of America, both entities jointly (the “Borrowers”) hereby unconditionally promise to pay on demand to the order of AMERRA CAPITAL MANAGEMENT, LLC. (the “Lender”) in the City of New York, NY, United States of America, in account number 30000000 maintained with Citibank, New York: branch (399 Park Avenue, Nueva York, Nueva York, 10043) (ABA # 000000000), or at such other place as the Lender or the holder of this PROMISSORY NOTE designates in writing, the principal amount of US$30,000,000.00 (THIRTY MILLION DOLLARS), in lawful currency of the United States of America (“Dollars”) and in immediately available and freely transferable funds (or such other funds as may at the time of payment be customary in the place of payment for settlement of international payments) on demand; provided, however, that pursuant to article 128 of the General Law of Negotiable Instruments and Credit Transactions (Ley General de Titulos y Operaciones de Credito), the Borrowers agree that presentment of this PROMISSORY NOTE is extended until June 30, 2013. The principal amount of the PROMISSORY NOTE shall be payable in one single payment due on December 31, 2012 (the “Loan Payment Date”), except for the IE Amount (as defined below), which shall be payable on or prior to September 30, 2012 (the “IE Payment Date”, and together with the Loan Payment Date, each a “Payment Date”). The unpaid principal amount of this PROMISSORY NOTE shall accrue interest, from the date hereof, and the Borrowers agree to pay interest on the outstanding principal amount of this PROMISSORY NOTE from the date hereof until payment in full hereof, at an annual rate equal to the LIBO Rate plus 9% (nine percent) per annum for the entire principal amount of US$30,000,000.00 (THIRTY MILLION DOLLARS) (the “Ordinary Rate”), with the understanding that the sum of US$10,000,000.00 (TEN MILLION DOLLARS) of such principal amount (the “IE Amount”) will be subject to an annual rate equal to the LIBO Rate plus 11.75% (eleven point seventy five percent) per annum (the “IE Rate”, and jointly with the Ordinary Rate, the “Interest Rates”) from the date this PROMISSORY NOTE is issued until the earlier of repayment thereof or September 30, 2012. If the 1E Amount has not been paid in full and is duly documented by means of a payment receipt under Article 130 of the General Law of Negotiable instruments and Credit Transactions (Ley General de Titulos y Operacione de Credito) by September 30, 2012, any outstanding amounts of the IE Amount will bear interests equal to the Ordinary Rate. The interests that are payable in observance of the interest Rates, as an Existing Lender By: AO Middle Market Credit Financing GP Ltd.applicable, shall be payable monthly, on demand, in arrears on the last Business Day (as such term is hereinafter defined) of each month during the term of this PROMISSORY NOTE, beginning on its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Directordate of signature and ending on December 31, 2012 or September 30, 2012, as applicable, or shall be payable jointly with the consecutive installments in their respective Payment Date, set above. Interest shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day).

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender Benefit Street Partners Debt Fund IV 2019 Leverage SPV L.P. By: Ares Capital Management LLCBenefit Street Partners L.L.C., its investment portfolio manager By: /s/ Xxxx Xxxxxxxx Mxxxxxx Xxxxx Name: Xxxx Xxxxxxxx Mxxxxxx Xxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender Benefit Street Partners Debt Fund IV 2019 Leverage (Non-US) SPV L.P. By: OCM Middle Market Credit G.P. Inc.Benefit Street Partners L.L.C., its portfolio manager By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signatory BSP SMA-T 2020 SPV L.P. By: BSP SMA-T 2020 SPV GP L.L.C., its general partner By: /s/ X. Mxxxxxx Xxxxx Name: X. Mxxxxxx Xxxxx Title: Director Authorized Signer Benefit Street Partners Capital Opportunity Fund SPV LLC By: Benefit Street Partners L.L.C., its collateral manager By: /s/ Xxxxxx Xxxxxxx Mxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Mxxxxxx Xxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender Benefit Street Partners Capital Opportunity Fund II SPV-1 L.P. By: Ares Management LLCBenefit Street Partners L.L.C., its investment subadvisor By: Ares Capital Management LLC, as subadvisor collateral manager By: /s/ Xxxx Xxxxxxxx Mxxxxxx Xxxxx Name: Xxxx Xxxxxxxx Mxxxxxx Xxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender Benefit Street Partners SMA LM LP By: Ares Capital Management LLCBenefit Street Partners SMA LM GP L.P., its investment manager general partner By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing Benefit Street Partners SMA LM Ultimate GP Ltd.LLC, its general partner By: /s/ X. Mxxxxxx Xxxxx Name: X. Mxxxxxx Xxxxx Title: Director Authorized Signatory Benefit Street Partners SMA-C II SPV L.P. By: Benefit Street Partners L.L.C., its portfolio manager By: /s/ Xxxxxx Xxxxxxx Mxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Mxxxxxx Xxxxx Title: DirectorAuthorized Signatory Benefit Street Partners SMA-K SPV L.P. By: Benefit Street Partners L.L.C., its collateral manager By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signatory Benefit Street Partners L.L.C, acting on behalf of, and in its capacity as investment adviser of, BSP Unlevered Lux SOF II (Senior Secured Opportunities) Fund SCSp By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signer BSP Unlevered Non-US Master SOF II (Senior Secured Opportunities) Fund L.P. By: BSP SOF II (Senior Secured Opportunities) GP L.P., its general partner By: Benefit Street Partners Senior Secured Opportunities Fund II Ultimate GP L.L.C., its general partner By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signer BSP SOF II SPV L.P. By: BSP SOF II SPV GP LLC, its general partner By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signer BSP SOF II SPV-21 LP By: BSP SOF II SPV-21 GP LLC, its general partner By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signatory Benefit Street Partners SMA-L L.P. By: Benefit Street Partners SMA-L GP L.P., its general partner By: BSP Ultimate GP Ltd, its general partner By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signer BSP SOF II Cayman SPV-21 LP By: BSP SOF II Cayman SPV-21 GP LLC, its general partner By: /s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Authorized Signatory EXHIBIT D [FORM OF] COMPLIANCE CERTIFICATE [on Administrative Bxxxxxxx’s letterhead] To: BSP Agency, LLC 9 Xxxx 00xx Xxxxxx, New York, New York 10019 Attn: Rxxxx Xxxxxx Re: Compliance Certificate dated , 20 Ladies and Gentlemen: Reference is hereby made to that certain First Lien Term Loan Facility Credit Agreement, dated as of June 2, 2021 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among JAKKS Pacific, Inc., a Delaware corporation (the “Administrative Borrower”), the Subsidiaries of Administrative Borrower identified on the signature pages thereof as “Borrowers”, and those additional entities that become parties thereto as Borrowers in accordance with the terms thereof by executing the form of Joinder attached thereto as Exhibit E (Administrative Borrower and each of the foregoing, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the lenders identified on the signature pages thereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender” and, collectively, the “Lenders”), and BSP Agency, LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”). Capitalized terms used herein, but not specifically defined herein, shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned [Chief Executive Officer/Chief Financial Officer] of Administrative Borrower hereby certifies, on behalf of the Administrative Borrower and each of the other Borrowers, as of the date hereof that:

Lenders. ARES SFERS KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Administrative Agent, Swing Line Bank and Issuing Bank. By: Name: Title: JPMORGAN CHASE BANK, N.A. By: Name: Title: BANK OF AMERICA, N.A. By: Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS By: Name: Title: By: Name: Title: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: COMPASS BANK, an Alabama banking corporation By: Name: Title: PNC BANK, NATIONAL ASSOCIATION. By: Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: REGIONS BANK By: Name: Title: CAPITAL ONE, NATIONAL ASSOCIATION By: Name: Title: EXHIBIT A-1 to the CREDIT STRATEGIES FUND LLCAGREEMENT FORM OF REVOLVING CREDIT NOTE REVOLVING CREDIT NOTE $________________ Dated: _________ ___, ____ FOR VALUE RECEIVED, the undersigned, AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, a Maryland limited partnership (the “Borrower”), HEREBY PROMISES TO PAY TO __________________________ (the “Lender”), for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below), the aggregate principal amount of the Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances (each as defined below) owing to the Lender by the Borrower pursuant to the Fourth Amended and Restated Credit Agreement dated as of December 18, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, being used herein as therein defined) among the Borrower, the Guarantors party thereto, the Lender and certain other lender parties party thereto, KeyBank National Association, a national banking association (“KeyBank”), as an Existing Lender Initial Issuing Bank, the Swing Line Bank, and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.KeyBank, as an Existing Administrative Agent for the Lender Parties, on the Revolving Credit Termination Date. The Borrower promises to pay to the Lender interest on the unpaid principal amount of each Revolving Credit Advance, Letter of Credit Advance and Second Amendment Effective Date Term Lender By: OCM Middle Market Swing Line Advance from the date of such Revolving Credit G.P. Inc.Advance, its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P.Letter of Credit Advance or Swing Line Advance, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLCthe case may be, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFuntil such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as Credit Agreement. Both principal and interest are payable in lawful money of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.United States of America to KeyBank, as an Existing Administrative Agent, at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000 or to such address as Administrative Agent may specify to Borrower, in same day funds. Each Revolving Credit Advance, Letter of Credit Advance and Swing Line Advance owing to the Lender By: Ares Management LLCby the Borrower and the maturity thereof, its investment subadvisor By: Ares Capital Management LLCand all payments made on account of principal thereof, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPshall be recorded by the Lender and, as an Existing prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Note; provided, however that the failure of the Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Directorto make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Note.

Lenders. ARES SFERS CREDIT STRATEGIES FUND TRUIST BANK (as successor by merger to SunTrust Bank), as Administrative Agent, a Swingline Lender, an Issuing Bank and as a Lender By: Name: Title: SIGNATURE PAGE TO SIXTH AMENDMENT – Owl Rock ING CAPITAL LLC, as a Swingline Lender, an Existing Lender Issuing Bank and Second Amendment Effective Date Term as a Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.SIGNATURE PAGE TO SIXTH AMENDMENT – Owl Rock ___________________________, as an Existing Lender and Second Amendment Effective Date Term a Lender By: OCM Middle Market Credit G.P. Inc., its general partner Name: Title: SIGNATURE PAGE TO SIXTH AMENDMENT – Owl Rock Agreed and acknowledged solely with respect to Section 5.8 OR LENDING LLC By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)EXHIBIT A [See attached] SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 1, L.P.2017 and as amended by the First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 17, 2017, and the First Omnibus Amendment to Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement, dated as of March 29, 2018, as a Second amended by the Third Amendment Effective Date Term Lender By: Ares Capital Management LLCto Senior Secured Revolving Credit Agreement, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFdated as of June 21, 2018, the parties hereto have caused this Fourth Amendment to be duly executed by their respective authorized officers Senior Secured Revolving Credit Agreement, dated as of April 2, 2019, the day Fifth Amendment to Senior Secured Revolving Credit Agreement, dated as of May 7, 2020, and year first above writtenthe Sixth Amendment to Senior Secured Revolving Credit Agreement, dated as of September 3, 2020 among OWL ROCK CAPITAL CORPORATION as Borrower The LENDERS Party Hereto and TRUIST BANK (as successor by merger to SunTrust Bank) as Administrative Agent ING CAPITAL LLC AS SYNDICATION AGENT $1,355,000,000 __________________ TRUIST SECURITIES, INC. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS and ING CAPITAL LLC AS JOINT LEAD ARRANGERS AND JOINT BOOK RUNNERS MUFG UNION BANK, N.A. and SUMITOMO MITSUI BANKING CORPORATION as Documentation Agents TABLE OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE CONTENTS Page ARTICLE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorDEFINITIONS1

Lenders. ARES SFERS CREDIT STRATEGIES CERBERUS LEVERED LOAN OPPORTUNITIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)III, L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLCCerberus Levered Opportunities III GP, its Manager LLC Its: General Partner By: /s/ Xxxxxx X. Xxxx Xxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES Senior Managing Director CERBERUS NJ CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES OPPORTUNITIES FUND, L.P., as an Existing a Lender By: Ares Management LLCCerberus NJ Credit Opportunities GP, its investment subadvisor ByLLC Its: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director General Partner By: /s/ Xxxxxx Xxxxxxx X. Xxxx Name: Xxxxxx Xxxxxxx X. Xxxx Title: DirectorSenior Managing Director CERBERUS ASRS HOLDINGS LLC, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P., as a Lender By: Cerberus ICQ Levered Opportunities GP, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director 151 CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P., as a Lender By: Cerberus KRS Levered Opportunities GP, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P., as a Lender By: Cerberus PSERS Levered Opportunities GP, LLC Its: General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS FSBA HOLDINGS LLC, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCSILICON VALLEY BANK, as an Existing Issuing Lender, Swingline Lender and Second Amendment Effective Date Term as a Lender By: Ares Capital Management LLC/s/ Mxxxxxx Xxxxx Name: Mxxxxxx Xxxxx Title: Vice President GE CAPITAL BANK, its investment manager as a Lender By: /s/ Xxxx Pxxx Xxxxx Name: Pxxx Xxxxx Title: Duly Authorized Signatory GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender By: /s/ Cxxxx Xxxxxxxx Name: Xxxx Cxxxx Xxxxxxxx Title: Its Duly Authorized Signatory AO MIDDLE MARKET CREDIT L.P.PNC BANK, NATIONAL ASSOCIATION as an Existing Lender and Second Amendment Effective Date Term a Lender By: OCM Middle Market Credit G.P. Inc./s/ Txxxxxx X. Xxxxxx Name: Txxxxxx X. Xxxxxx Title: Senior Vice President MANUFACTURERS & TRADERS TRUST COMPANY, its general partner as a Lender By: /s/ X. Xxxxx Mxxx Xxxxxxx Xxxxxx Name: X. Xxxxx Mxxx Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)Vice President EXHIBIT A Schedules 4.15 Entity Borrower / Subsidiary Jurisdiction of Organization Parent Class of Capital Stock Shares of Capital Stock Owned by Any Loan Party Percentage of Capital Stock Owned by Any Loan Party TeleCommunication Systems, L.P.Inc. Borrower Maryland N/A Common Stock N/A N/A Solvern Innovations, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLCInc. Borrower and Subsidiary Maryland TeleCommunication Systems, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFInc. Common Stock 5,000 shares owned by TCS 100% owned by TCS Networks in Motion, the parties hereto have caused this Amendment to be duly executed Inc. Borrower and Subsidiary Delaware TeleCommunication Systems, Inc. Common Stock 1,000 shares owned by their respective authorized officers as TCS 100% owned by TCS microDATA GIS, Inc. Borrower and Subsidiary Vermont microDATA LLC Common Stock 2,000 shares owned by microDATA LLC 100% owned microDATA LLC microDATA, LLC Borrower and Subsidiary Maryland TeleCommunication Systems, Inc. Membership Interests N/A – no units issued 100% of the day Membership Interests owned by TCS NextGen Communications, Inc. Borrower and year first above writtenSubsidiary Maryland TeleCommunication Systems, Inc. Common Stock 100 shares owned by TCS 100% owned by TCS NextGen Communications, Inc. Subsidiary Virginia TeleCommunication Systems, Inc. Common Stock 100 shares owned by TCS 100% owned by TCS Maple Acquisition LLC Subsidiary Maryland TeleCommunication Systems, Inc. Membership Interests N/A – no units issued 100% of the Membership Interests owned by TCS NIM (TianJin) Co., Ltd. Subsidiary China Networks in Motion, Inc. — — 100% owned by NIM. LENDERS Networks in Motion Sweden, AB1 Subsidiary Sweden Networks in Motion, Inc. — 1,000 shares owned by NIM. 100% owned by NIM. 1 Networks in Motion Sweden, AB is in liquidation. Entity Borrower / Subsidiary Jurisdiction of Organization Parent Class of Capital Stock Shares of Capital Stock Owned by Any Loan Party Percentage of Capital Stock Owned by Any Loan Party Olive Acquisition LLC Subsidiary and Loan Party Maryland Telecommunication System, Inc. Membership interests N/A 100% owned by Telecommunication System, Inc. Telmap B.V. Subsidiary The Netherlands TeleCommunication Systems, Inc. Private company with limited liability (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Directoruncertificated) 181,999 shares owned by Olive Acquisition LLC 1 share owned by Maple Acquisition LLC 99.99% owned by Olive Acquisition LLC 0.01% owned by Maple Acquisition LLC Telmap Marketing B.V. Subsidiary The Netherlands Telmap B.V. Private company with limited liability 18,000 shares owned by Telmap B.V. 100% owned by Telmap B.V. Telmap Ltd. Subsidiary Israel Telmap B.V. Limited company/Ordinary Shares 1,500 ordinary shares owned by Telmap B.V. 100% owned by Telmap B.V. Telmap Services S.R.L. Subsidiary Romania Telmap B.V. 100 shares owned by Telmap B.V. 100% owned by Telmap B.V. Telmap Direct Limited Subsidiary United Kingdom Telmap B.V. Private company limited by shares 100 ordinary shares owned by Telmap B.V. 100% owned by Telmap B.V. Telmap France Sarl Subsidiary France Telmap B.V. Limited liability company 1,000 shares 100% owned by Telmap B.V.

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCCent CDO 22 Limited BY: Columbia Management Investment Advisers, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director LLC As Collateral Manager By: /s/ Xxxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender Assistant Vice President By: Ares Capital Management LLCName: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Columbia Floating Rate Fund, its a series of Columbia Funds Series Trust II By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Arch Investment Holdings III Ltd. BY: PineBridge Investments LLC As Collateral Manager By: /s/ Xxxx Xxxxxxxx Xxxxxx Oh Name: Xxxx Xxxxxxxx Xxxxxx Oh Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Managing Director By: Name: Title: Signature Page to First Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender ByCredit Agreement LENDERS: Ares Management LLC, its investment subadvisor ByCSAA Insurance Exchange BY: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director PineBridge Investments LLC Its Investment Manager By: /s/ Xxxxxx Xxxxxxx Oh Name: Xxxxxx Xxxxxxx Oh Title: DirectorManaging Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Fire and Police Pension Fund, San Antonio BY: PineBridge Investments LLC Its Investment Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XI CLO, Ltd. BY: PineBridge Investments LLC As Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XII CLO, Ltd. BY: PineBridge Investments LLC As Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XIV CLO, Ltd. BY: PineBridge Investments LLC, as Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XIX CLO, Ltd. BY: PineBridge Investments LLC, as Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XV CLO, Ltd. BY: PineBridge Investments LLC As Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XVI CLO, Ltd. BY: Pinebridge Investments LLC As Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XVII CLO, Ltd. BY: PineBridge Investments LLC, as Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XVIII CLO, Ltd. BY: PineBridge Investments LLC, as Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Galaxy XX CLO, Ltd. BY: PineBridge Investments LLC, as Collateral Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: Montpelier Investment Holdings Ltd BY: PineBridge Investments LLC Its Investment Manager By: /s/ Xxxxxx Oh Name: Xxxxxx Oh Title: Managing Director By: Name: Title: Signature Page to First Amendment to Credit Agreement

Lenders. ARES SFERS CREDIT STRATEGIES FUND JPMORGAN CHASE BANK, N.A., as Issuing Bank, as Administrative Agent, as Collateral Agent and Lender By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President [FS Energy and Power Fund — Credit Agreement] BANK OF MONTREAL, as Documentation Agent and Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director [FS Energy and Power Fund — Credit Agreement] SOCIETE GENERALE, as Co-Collateral Agent, Issuing Bank and Conduit Support Provider for Mountcliff Funding LLC By: /s/ Julien Thinat Name: Julien Thinat Title: Authorized Signatory [FS Energy and Power Fund — Credit Agreement] Mount Cliff Funding LLC, as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC/s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory [FS Energy and Power Fund — Credit Agreement] Citibank, its investment manager N.A., as Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET Vice President [FS Energy and Power Fund — Credit Agreement] CREDIT L.P.SUISSE AG, CAYMAN ISLANDS BRANCH, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Xxxx Name: Xxxxxx Xxxxxxx Xxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager Authorized Signatory By: /s/ Xxxx Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day [FS Energy and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P.Power Fund — Credit Agreement] City National Bank, as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Title: Vice President [FS Energy and Power Fund — Credit Agreement] Customers Bank, as Lender By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Senior Vice President [FS Energy and Power Fund — Credit Agreement] XXXXXXX XXXXX BANK USA, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP[FS Energy and Power Fund — Credit Agreement] XXXXXX XXXXXXX SENIOR FUNDING, INC., as an Existing Lender By: Ares Capital Management LLC/s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Vice President [FS Energy and Power Fund — Credit Agreement] State Street Bank and Trust Company, its investment manager as Lender By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx-Xxxxxx Name: Xxxx Xxxxxxxx Xxxxx Xxxx-Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Managing Director [FS Energy and Power Fund — Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorAgreement]

Lenders. ARES SFERS CREDIT STRATEGIES BTC HOLDINGS FUND I, LLC, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLCBlue Torch Credit Opportunities Fund I LP, its investment manager sole member By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Blue Torch Credit G.P. Inc.Opportunities GP LLC, its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH BTC HOLDINGS II (U)FUND I-B, L.P.LLC, as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE Blue Torch Credit Opportunities Fund I LP, as an Existing Lender its sole member By: Ares Capital Management Blue Torch Credit Opportunities GP LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director BLUE TORCH CREDIT OPPORTUNITIES FUND I LP, as a Lender By: /s/ Xxxxxx Xxxxxxx Blue Torch Credit Opportunities GP LLC, its general partner By: Name: Xxxxxx Xxxxxxx Title: DirectorSignature Page to Loan Agreement SPECIAL VALUE CONTINUATION PARTNERS, LLC, TCP WXXXXXXX CLO, LLC, TXXXXXXXXX SENIOR LOAN FUND V, LLC, TCP DIRECT LENDING FUND, VIII-S, LLC, TCP DIRECT LENDING FUND VIII-T, LLC, each as a Lender On behalf of each of the above entities: By: Txxxxxxxxx Capital Partners, LLC Its: Investment Manager By: Name: Title: Managing Director TCP WHITNEY CLO, LTD, TCP RAINER, LLC, TCP DLF VIII 2018 CLO, LLC, each as a Lender By: SERIES 1 OF SVOF/MM, LLC Its: Collateral Manager By: Name: Title: Managing Director TCP DLF VIII ICAV, an umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund TCP Direct Lending Fund VIII-U (Ireland), as a Lender By: Txxxxxxxxx Capital Partners, LLC Its: Investment Manager acting as attorney-in-fact By: Name: Title: Managing Director TCP DLF VIII ICAV, an umbrella type Irish collective asset management vehicle acting solely for and on behalf of its sub-fund TCP Direct Lending Fund VIII-L (Ireland), as a Lender By: SVOF/MM, LLC Its: Sub-Advisor acting as attorney-in-fact By: Name: Title: Managing Director SCHEDULE 1.01(a) CLOSING DATE TERM LOAN COMMITMENTS Lenders Term Loan Commitment Commitment Percentage BTC Holdings Fund I, LLC $42,552,695.00 35.4606% BTC Holdings Fund I-B, LLC $21,447,305.00 17.8728% Special Value Continuation Partners, LLC $24,141,293.64 20.1177% TCP Wxxxxxxx CLO, LLC $4,502,368.96 3.7520% Txxxxxxxxx Senior Loan Fund V, LLC $1,866,666.67 1.5556% TCP Direct Lending Fund, VIII-S, LLC $1,286,519.77 1.0721% TCP Direct Lending Fund VIII-T, LLC $ 2,572,910.90 2.1441% TCP Whitney CLO, LTD $2,800,000.00 2.3333% TCP Rainer, LLC $3,733,333.33 3.1111% TCP DLF VIII 2018 CLO, LLC $3,967,087.32 3.3059% TCP Direct Lending Fund VIII-U (Ireland) $6,198,220.32 5.1652% TCP Direct Lending Fund VIII-L (Ireland) $4,931,599.09 4.1097% Total $120,000,000.00 100.00% SCHEDULE 1.01(b) REVOLVING LOAN COMMITMENTS Lenders Revolving Loan Commitment Commitment Percentage Blue Torch Credit Opportunities Fund I, LP $2,666,666.67 53.3333% Special Value Continuation Partners, LLC $1,005,887.22 20.1177% TCP Wxxxxxxx CLO, LLC $187,598.71 3.7520% Txxxxxxxxx Senior Loan Fund V, LLC $77,777.78 1.5556% TCP Direct Lending Fund, VIII-S, LLC $53,604.99 1.0721% TCP Direct Lending Fund VIII-T, LLC $107,204.62 2.1441% TCP Whitney CLO, LTD $116,666.67 2.3333% TCP Rainer, LLC $155,555.56 3.1111% TCP DLF VIII 2018 CLO, LLC $165,295.30 3.3059% TCP Direct Lending Fund VIII-U (Ireland) $258,259.18 5.1652% TCP Direct Lending Fund VIII-L (Ireland) $205,483.30 4.1097% Total $5,000,000.00 100.00% Second AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of December 2, 2020, by and among SPARK NETWORKS SE, a Societas Europaea (Europäische Gesellschaft) with registered seat in Munich, Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 200000, Xxxxxxx Xxxxxxxx of Germany (“Spark”), Spark Networks, Inc., a Delaware corporation (“Spark Inc.”) and Zoosk, Inc., a Delaware corporation (“Zoosk” and, together with Spark and Spark Inc., each a “Borrower”, and collectively, the “Borrowers”), the Guarantors signatory hereto, the Lenders signatory hereto and BLUE TORCH FINANCE LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended Loan Agreement (as defined below).

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCCITICORP USA, INC., as Administrative Agent, Lender and Swingline Lender By: Name: Title: CITIBANK, N.A., as an Existing Issuing Bank By: Name: Title: BANK OF AMERICA, N.A. as Lender and Second Amendment Effective Date Term Lender an Issuing Bank By: Ares Capital Management LLCName: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, its investment manager LTD., CHICAGO BRANCH By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender DEUTSCHE BANK AG NEW YORK BRANCH By: OCM Middle Market Credit G.P. Inc., its general partner Name: Title: By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director MIZUHO CORPORATE BANK, LTD. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)XXXXX FARGO BANK, L.P., as a Second Amendment Effective Date Term Lender NATIONAL ASSOCIATION By: Ares Capital Management LLC, its Manager Name: Title: By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFABN AMRO BANK, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender N.V. By: Ares Management LLC, its investment subadvisor Name: Title: By: Ares Capital Management LLCName: Title: HSBC BANK USA, as subadvisor NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPJPMORGAN CHASE BANK, as an Existing Lender N.A. By: Ares Capital Management LLC, its investment manager Name: Title: U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender UBS LOAN FINANCE LLC By: AO Middle Market Credit Financing GP Ltd., its general partner Name: Title: By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director XXXXXXX XXXXX BANK USA By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorXXXXXX XXXXXXX BANK By: Name: Title: XXXXXXX STREET COMMITMENT CORPORATION By: Name: Title: FIFTH THIRD BANK By: Name: Title: SUNTRUST BANK By: Name: Title: Schedule 3.06 – Disclosed Matters The Borrower hereby incorporates by reference those matters disclosed in reports filed by the Borrower with the United States Securities and Exchange Commission: (a) on Form 10-K for the Borrower’s fiscal year ended Xxxxx 00, 0000, (x) on Form 10-Q for the Borrower’s fiscal quarter ended July 28, 2006, (c) on Form 10-Q for the Borrower’s fiscal quarters ended October 27, 2006, (d) on Form 8-K dated November 20, 2006 and December 4, 2006 and before the Closing Date. Schedule 3.14 – Significant Subsidiaries Borrower’s Significant Subsidiaries are: Medtronic USA, Inc. Medtronic International Trading Inc. Medtronic Sofamor Xxxxx, Inc. Medtronic MiniMed, Inc. Medtronic Cayman Holding Medtronic Europe Sarl (Switzerland) Medtronic Swiss Principal Schedule 6.01 – Existing Indebtedness

Lenders. ARES SFERS WHITEBOX MULTI-STRATEGY PARTNERS, LP By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director WHITEBOX RELATIVE VALUE PARTNERS, LP By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director WHITEBOX GT FUND, LP By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director PANDORA SELECT PARTNERS, LP By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director HIGHBRIDGE TACTICAL CREDIT STRATEGIES FUND MASTER FUND, L.P. By: Highbridge Capital Management, LLC, as an Existing Lender Trading Manager and Second Amendment Effective Date Term Lender not in its individual capacity By: Ares /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory HIGHBRIDGE TACTICAL CREDIT INSTITUTIONAL FUND, LTD. By: Highbridge Capital Management Management, LLC, as Trading Manager and not in its individual capacity By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory HIGHBRIDGE SCF II LOAN SVP, L.P. By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory 1992 MASTER FUND CO-INVEST SPC – SERIES 4 SEGREGATED PORTFOLIO By: Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP By: BlackRock Financial Management, Inc., its investment manager By: /s/ Xxxx Xxxxxxxx Zxxx Xxxxxx Name: Xxxx Xxxxxxxx Zxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P., as an Existing Lender and Second Amendment Effective Date Term Lender GCO II AGGREGATOR 6 L.P. By: OCM Middle Market Credit G.P. BlackRock Financial Management, Inc., its manager By: /s/ Zxxx Xxxxxx Name: Zxxx Xxxxxx Title: Authorized Signatory GCO II AGGREGATOR 2 L.P. By: BlackRock Financial Management, Inc., its manager By: /s/ Zxxx Xxxxxx Name: Zxxx Xxxxxx Title: Authorized Signatory CXXXXXXX ENERGY CAPITAL IV, LP By: CEC Fund IV GP, LLC, its general partner By: /s/ X. Xxxxx Rxxxxx Xxxxxxxxx Name: X. Xxxxx Rxxxxx Xxxxxxxxx Title: Director Partner CROWDOUT CAPITAL LLC By: /s/ Xxxxxx Bxxxx Xxxxxxx Name: Xxxxxx Bxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager Managing Member CROWDOUT CREDIT OPPORTUNITIES FUND LLC By: /s/ Xxxx Xxxxxxxx Bxxxx Xxxxxxx Name: Xxxx Xxxxxxxx Bxxxx Xxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender ByManaging Member Agent: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor CANTOR FXXXXXXXXX SECURITIES By: /s/ Xxxx Xxxxxxxx Rxxx Xxx Name: Xxxx Xxxxxxxx Rxxx Xxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: DirectorAssistant General Counsel

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLC/s/ Sxxxx X’Xxxxxxx Name: Sxxxx X’Xxxxxxx Title: Director omega healthcare investors, its investment manager inc. amended and restated credit agreement CAPITAL ONE, N.A., as a Lender By: /s/ Xxxx Jxxxx XxXxxxxx Name: Jxxxx XxXxxxxx Title: Duly Authorized Signatory omega healthcare investors, inc. amended and restated credit agreement UMB BANK, N.A., as a Lender By: /s/ Cxxx Xxxxxx Name: Cxxx Xxxxxx Title: Vice President omega healthcare investors, inc. amended and restated credit agreement REGIONS BANK, as a Lender By: /s/ Sxxxxx X. Xxxxxxxx Name: Xxxx Sxxxxx X. Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.Senior Vice President omega healthcare investors, inc. amended and restated credit agreement MITSUBISHI UFJ TRUST AND BANKING CORPORATION, as an Existing Lender and Second Amendment Effective Date Term a Lender By: OCM Middle Market Credit G.P. Inc./s/ Mxxxx Xxxxxxx Name: Mxxxx Xxxxxxx Title: President and CEO omega healthcare investors, its general partner inc. amended and restated credit agreement TAIWAN COOPERATIVE BANK, LTD., SEATTLE BRANCH, as a Lender By: /s/ X. Xxxxx CHENG-PIN CHOU Name: X. Xxxxx CHENG-PIN CHOU Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)VP & General Manager omega healthcare investors, L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day inc. amended and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender By: Ares Capital Management LLC, its investment manager By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner By: /s/ X. Xxxxx Name: X. Xxxxx Title: Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Directorrestated credit agreement

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLC, as an Existing Lender and Second Amendment Effective Date Term Lender WEST VIRGINIA DIRECT LENDING LLC By: Ares Capital TCW Asset Management Company LLC, its investment manager Investment Advisor By: /s/ Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Sxxxxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET Managing Director TCW SKYLINE LENDING LP By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NJ/TCW DIRECT LENDING LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW BRAZOS FUND LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING VII LLC By: TCW Asset Management Company LLC, its Investment Advisor By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director TCW DIRECT LENDING STRUCTURED SOLUTIONS 2019 LLC By: TCW Asset Management Company LLC, its Investment Manager By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director US SPECIALTY INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director SAFETY NATIONAL CASUALTY CORP By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director RELIANCE STANDARD LIFE INSURANCE COMPANY By: TCW Asset Management Company LLC Its: Investment Manager and Attorney-in-Fact By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Managing Director NORTH HAVEN CREDIT PARTNERS III L.P. By: MS Credit Partners III GP L.P., as an Existing Lender and Second Amendment Effective Date Term Lender its general partner By: OCM Middle Market MS Credit G.P. Partners III GP Inc., its general partner By: /s/ X. Xxxxx Wxxxxxx Xxxxxxx Name: X. Xxxxx Wxxxxxx Xxxxxxx Title: Executive Director Agreed and accepted on this 17 day of July 2022: BORROWERS: MONDEE, INC. By: /s/ Xxxxxx Xxxxxxx Pxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxx Pxxxxx Xxxxxxxxxxx Title: Director ASH HOLDINGS II (U), L.P., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Manager CEO C&H TRAVEL AND TOURS INC. By: /s/ Xxxx Xxxxxxxx Pxxxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxx Pxxxxx Xxxxxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFCEO MONDEE CANADA, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above writtenINC. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUND, L.P., as an Existing Lender By: Ares Management LLC, its investment subadvisor By: Ares Capital Management LLC, as subadvisor By: /s/ Xxxx Xxxxxxxx Pxxxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxx Pxxxxx Xxxxxxxxxxx Title: Authorized Signatory ARES DIRECT FINANCE I LPVice President SKYLINK TRAVEL, as an Existing Lender By: Ares Capital Management LLC, its investment manager INC. By: /s/ Xxxx Xxxxxxxx Pxxxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxx Pxxxxx Xxxxxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P.CEO SKYLINK TRAVEL, as an Existing Lender By: AO Middle Market Credit Financing GP Ltd., its general partner INC. By: /s/ X. Xxxxx Pxxxxx Xxxxxxxxxxx Name: X. Xxxxx Pxxxxx Xxxxxxxxxxx Title: Director CEO SKYLINK TRAVEL, INC. By: /s/ Xxxxxx Xxxxxxx Pxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxx Pxxxxx Xxxxxxxxxxx Title: DirectorCEO SKYLINK TRAVEL, SFO INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO TRANS AM TRAVEL, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO HARI-WORLD TRAVEL GROUP, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO EXPLORETRIP IP HOLDINGS, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO EXPLORETRIP, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO MONDEE ACQUISITION COMPANY INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO TRANSWORLD TRAVEL, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO LBF TRAVEL HOLDINGS, LLC By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO LBF TRAVEL, INC. (f/k/a LBF Acquisition Corporation, Inc.) By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO AVIA TRAVEL AND TOURS, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO COSMOPOLITAN TRAVEL SERVICE, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO COSMOPOLITAN TRAVEL SERVICES INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO ROCKETRIP, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO GUARANTORS: MONDEE HOLDINGS, LLC By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO MONDEE HOLDINGS II, INC. By: /s/ Pxxxxx Xxxxxxxxxxx Name: Pxxxxx Xxxxxxxxxxx Title: CEO