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 LLCCITIBANK, as N.A., As Administrative Agent, a Lender, an Existing Lender Extending Lender, and Second Amendment Effective Date Term Lender an Issuing Bank By: Ares Capital Management LLC/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK OF AMERICA, its investment manager N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director BARCLAYS BANK PLC, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President MIZUHO BANK, LTD., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxx Xxxxxxxx Mo Name: Xxxx Xxxxxxxx Mo Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.THE BANK OF NOVA SCOTIA, as As a Lender, an Existing Lender Extending Lender, and Second Amendment Effective Date Term an Issuing Bank By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director XXXXX FARGO BANK, N.A., As a Lender, an Extending Lender, and an Issuing Bank By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director COMPASS BANK, As a Lender, and an Extending Lender By: OCM Middle Market Credit G.P. Inc./s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Senior Vice President CREDIT SUISSE AG, its general partner CAYMAN ISLANDS BRANCH, As a Lender, and an Extending Lender By: /s/ X. Xxxxx Xxxxx Name: X. Xxxxx Xxxxx Title: Director Authorized Signatory By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)Authorized Signatory DEUTSCHE BANK AG NEW YORK BRANCH, L.P.As a Lender, as a Second Amendment Effective Date Term and an Extending Lender By: Ares Capital Management LLC, its Manager By: /s/ Xxxx Xxxxxxxx X. Xxx 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 Xxx Title: Director By: /s/ Xxxxxx Xxxxx Xxxxxxx Name: Xxxxxx Xxxxx Xxxxxxx Title: Managing Director DNB CAPITAL LLC, As a Lender, and an Extending Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: VP XXXXXX XXXXXXX BANK, N.A. As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory ROYAL BANK OF CANADA, As a Lender, and an Extending Lender By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director SUNTRUST BANK, As a Lender, and an Extending Lender By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director U.S. BANK NATIONAL ASSOCIATION, As a Lender, and an Extending Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director TORONTO DOMINION (NEW YORK) LLC, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory BOKF, N.A. dba BANK OF OKLAHOMA As a Lender, and an Extending Lender By: /s/ J. Xxxx Xxxxxx Name: J. Xxxx Xxxxxx Title: SVP TORONTO DOMINION BANK, NEW YORK BRANCH, As a Lender, and an Extending Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory SCOTIABANC INC., As a Lender, and an Extending Lender By: /s/ X.X. Xxxx Name: X.X. Xxxx Title: Managing Director

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 LLCTHE BANK OF NOVA SCOTIA, as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLC/s/ Pxxxxx Xxxxx Name: Pxxxxx Xxxxx Title: Director, its investment manager International Banking By: /s/ Xxxx Xxxxxxxx Exxxxxx Xxxxx Name: Exxxxxx Xxxxx Title: Vice President, International Banking as a Lender By: /s/ Max Sonnostine Name: Max Sonnostine Title: Director as a Lender By: /s/ Jxxxx Xxxx Xxxxxxxx Name: Jxxxx Xxxx Title: Director, Resources & Energy Group By: /s/ Axxx Xxxx Name: Axxx Xxxx Title: Assistant Vice President Oil & Gas Large Corporate as a Lender By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Principal, Extractive Industries/ Structured and Project Finance By: /s/ Fxxxx Xxxxx Name: Fxxxx Xxxxx Title: Director Extractive Industries Structured and Project Finance as a Lender By: /s/ Gxxxxxxx Xxxxxx Name: Gxxxxxxx Xxxxxx Title: Executive Director By: /s/ Morvan Mallegol Name: Morvan Mallegol Title: Director as a Lender By: /s/ Bxxx X. Xxxxxx Name: Bxxx X. Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT L.P.THE BANK OF NOVA SCOTIA, as an Existing Lender Administrative Agent and Second Amendment Effective Date Global Coordinator, Article I Definitions and Accounting Matters 1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 32 Section 1.04 Terms Generally; Rules of Construction 33 Section 1.05 Accounting Terms and Determinations; GAAP 33 Section 1.06 Oil and Gas Definitions 33 Article II The Credits 33 Section 2.01 Term Lender By: OCM Middle Market Loan Commitments 33 Section 2.02 Revolving 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 Commitments 34 Section 2.03 Loans and Borrowings. 34 Section 2.04 Requests for Borrowings 35 Section 2.05 Interest Elections. 36 Section 2.06 Funding of the day Borrowings. 37 Section 2.07 Termination of Commitments and year first above writtenTermination and Reduction of Aggregate Maximum Revolving Credit Amounts. 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: Director38 Section 2.08 Borrowing Base. 39 Section 2.09 Letters of Credit. 41 Section 2.10 Replacements of Lenders under Certain Circumstances. 47

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCKEYBANK 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: $________________ 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 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 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 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 WHEREOFTHIS 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 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 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 FUNDBy: 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. 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. 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. 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 LLC, Halcyon Loan Advisors Funding 2014-2 Ltd. as an Existing Lender and Second Amendment Effective Date a Term Loan Lender By: Ares Capital Management LLC, its investment Halcyon Loan Advisors 2014-2 LLC as collateral manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Controller By: Name: Title: LENDERS: Halcyon Loan Advisors Funding 2014-3 Ltd as a Term Loan Lender BY: Halcyon Loan Advisors 2014-3 LLC as Collateral Manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Controller By: Name: Title: LENDERS: Swiss Capital Pro Loan VI - HALCYON as a Term Loan Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Controller By: Name: Title: LENDERS: LBC III JC FUNDING, LLC, as a Term Loan Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx Title Executive Manager LBC III WF FUNDING, LLC, as a Term Loan Lender By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxxx Title Executive Manager LENDERS: MAIN STREET CAPITAL CORPORATION, as a Term Loan Lender By: /s/ XXXX XXXXXXX Name: XXXX XXXXXXX Title: MANAGING DIRECTOR LENDERS: HMS Funding I LLC, as a Term Loan Lender By: HMS Income Fund, Inc., Its Designated Member By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Director LENDERS: Credit Suisse Loan Funding LLC, as a Term Loan Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title Authorized Signatory LENDERS: Marathon CLO IV Ltd., as a Term Loan Lender By: /s/ Xxxx Xxxxxxxx Xxxx Name: Xxxx Xxxxxxxx Title: Xxxx Title Authorized Signatory AO MIDDLE MARKET CREDIT L.P.LENDERS: Marathon CLO V Ltd., as an Existing Lender and Second Amendment Effective Date a Term Loan Lender By: OCM Middle Market Credit G.P. Inc./s/ Xxxx Xxxx Name: Xxxx Xxxx Title Authorized Signatory LENDERS: Marathon CLO VI Ltd., its general partner as a Term Loan Lender By: /s/ X. Xxxxx Xxxx Xxxx Name: X. Xxxxx TitleXxxx Xxxx Title Authorized Signatory LENDERS: Director Marathon CLO VII Ltd., as a Term Loan Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title Authorized Signatory LENDERS: Peaks CLO 1, Ltd., as a Term Loan Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U), L.P.PM LENDERS: Sierra Income Corporation, as a Second Amendment Effective Date Term Loan Lender By: Ares Capital Management /s/ Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxx, Xx. Title: Chief Financial Officer LENDERS: BDCA Funding I, 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 a Term Loan Lender By: Ares Management LLCBDCA Adviser, 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 LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: DirectorPresident $402,000,000352,000,000 November 20, 2014 and2014, that certain Third Amendment dated as of January 9, 2015 and that certain Fourth Amendment dated as of February 13, 2015 SECTION 1. DEFINITIONS 2 1.1 Defined Terms. 2 1.2 Other Definitional Provisions. 5051 1.3 Timing of Payment or Performance. 51 1.4 Guaranties of Hedging Obligations. 5152 1.5 Financial Information. 5152 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 52 2.1 Term Loan Facility. 52 2.2 Revolving Credit Commitments. 5455 2.3 Swing Line Loans. 5657 2.4 Issuance of Letters of Credit and Purchase of Participations Therein. 5859

Lenders. ARES SFERS CREDIT STRATEGIES FUND LLCBANK OF AMERICA, N.A., as an Existing Lender and Second Amendment Effective Date Term a Lender By: Ares Capital Management LLC/s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, its investment manager Senior Vice President BNP PARIBAS, as a Lender By: Name: Title: HIBERNIA NATIONAL BANK, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxx X Xxxxxx Name: Xxxxx X Xxxxxx Title: Vice-President THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxx Xxxxxxxx Xxxxxxx 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 Xxxxxxx Title: Director SUNTRUST BANK, as syndication agent and as a Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Director ASH HOLDINGS II (U)TEXAS CAPITAL BANK, L.P.N.A., as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLCName: Title: WACHOVIA BANK, its Manager NATIONAL ASSOCIATION, By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President XXXXX FARGO BANK, N.A., as documentation agent and as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxx Xxxxx Xxxxxxxx Title: Authorized Signatory IN WITNESS WHEREOFAVP To induce Administrative Agent and Lenders to enter into this Amendment and Waiver, the parties hereto have caused undersigned (a) consent and agree to its execution and delivery and the terms and conditions thereof, (b) consent and agree that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, charges, guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Loan Documents, all of which are hereby ratified and confirmed, and (c) waive notice of acceptance of this Amendment to be duly executed by and Waiver, which Amendment and Waiver binds each of the undersigned and their respective authorized officers as of the day successors and year first above written. LENDERS (continued): ARES CREDIT STRATEGIES INSURANCE DEDICATED FUND SERIES INTERESTS OF THE SALI MULTI-SERIES FUNDpermitted assigns and inures to Administrative Agent, 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: DirectorLenders and their respective successors and permitted assigns.

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.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 WHEREOFBABSON 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 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 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 Sequils-Centurion V, Ltd. By: RiverSource Investments, LLC as Collateral Manager By: /s/ XXXXX X XXXXXXX Name: Xxxxx X Xxxxxxx Title: Supervisor - Fixed Income KZH SOLEIL LLC By: /s/ Illegible Name: [TO COME] Title: Authorized Agent KZH SOLEIL-2 LLC By: /s/ Illegible Name: [TO COME] Title: Authorized Agent 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 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 By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX By: Pacific Investment Management Company LLC, as its Investment Advisor By: /s/ XXXXX X. XXXXXXXXXX

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 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 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 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 acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by DANISH SHIP FINANCE 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 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 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: EXECUTED as a DEED by DANISH SHIP FINANCE 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 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: 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 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 acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by DANISH SHIP FINANCE acting by its duly authorised attorney-in-fact in the presence of: EXECUTED as a DEED by ITF INTERNATIONAL TRANSPORT 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 LLCEXECUTED 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 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: 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 LLCCVP Cascade CLO-3 Ltd. BY: CVP CLO Manager, LLC as an Existing Lender and Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its investment manager Investment Manager By: /s/ Xxxx Xxxxxxxx Xxxxxx Xxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Xxxxxx Title: Partner By: Name: Title: Signature Page to First Amendment to Credit Agreement 108 LENDERS: Cent CLO 23 Limited By: Columbia Management Investment Advisers, LLC As Collateral Manager By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Vice President By: Name: Title: Signature Page to First Amendment to Credit Agreement 109 LENDER: Credit Suisse Loan Funding LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory AO MIDDLE MARKET 110 LENDERS: CREDIT L.P.SUISSE AG, as an Existing Lender and Second Amendment Effective Date Term Lender By: OCM Middle Market Credit G.P. Inc., its general partner CAYMAN ISLANDS BRANCH By: /s/ X. Xxxxx Xxxxxxxxxxx Xxx Name: X. Xxxxx Xxxxxxxxxxx Xxx Title: Director Authorized Signatory By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxx Xxxxxxx Title: Director ASH HOLDINGS II (U)Authorized Signatory Signature Page to First Amendment to Credit Agreement 111 LENDERS: Xxxxxxxx CLO 2014-1, L.P., Ltd. BY: TCW Asset Management Company as a Second Amendment Effective Date Term Lender By: Ares Capital Management LLC, its Investment Manager By: /s/ Xxxx Xxxxxxxx Xxxx Name: Xxxx Xxxxxxxx Xxxx 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 Managing Director By: /s/ Xxxx Xxxxxxxx Xxxx Name: Xxxx Xxxxxxxx Xxxx Title: Authorized Signatory ARES DIRECT FINANCE I LP, as an Existing Lender BySenior Vice President Signature Page to First Amendment to Credit Agreement 112 LENDERS: Ares Capital Management LLC, its investment manager Xxxx Xxxxxxx Global Short Duration Credit Fund By: /s/ Xxx Xxxx Xxxxxxxx Name: Xxx Xxxx Xxxxxxxx Title: Authorized Signatory AO MIDDLE MARKET CREDIT FINANCING L.P., as an Existing Lender Manager By: AO Middle Market Name: Title: Signature Page to First Amendment to Credit Financing GP Ltd., its general partner Agreement 113 LENDERS: Manulife Floating Rate Senior Loan Fund By: /s/ X. Xxxxx Xxx Xxxx Name: X. Xxxxx Xxx Xxxx Title: Director Manager By: Name: Title: Signature Page to First Amendment to Credit Agreement LENDERS: The Regents of the University of California By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxx Xxxxxxx Title: DirectorManaging Director Signature Page to First Amendment to Credit Agreement 115 LENDERS: California Public Employees' Retirement System By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page to First Amendment to Credit Agreement 116 LENDERS: Safety National Casualty Corporation By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page to First Amendment to Credit Agreement 117 LENDERS: Xxxxxxxxxx County Employees' Retirement System By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page to First Amendment to Credit Agreement 118 LENDERS: L-3 Communications Corporation Master Trust By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page to First Amendment to Credit Agreement 119 LENDERS: Stichting Pensioenfonds Hoogovens By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Signature Page to First Amendment to Credit Agreement LENDERS:

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 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 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 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 [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 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., its general partner /s/ Txxxxxx X. Xxxxxx Name: Txxxxxx X. Xxxxxx Title: Senior Vice President 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 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. 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 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 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 Legal Name of Lender: Legal Address: Fund Manager: Primary Contact Secondary Contact Name: Company: Title: Address: Phone: Fax: E-Mail Address: Primary Contact Secondary Contact Name: Company: Title: Address: Phone: Fax: E-Mail Address: Name: Phone: E-mail Address: Name: Phone: E-mail Address: Name: Phone: E-mail Address: Currency: Bank Name: Swift/Routing No.: Account Name: Account No.: FCC Account Name: FCC Account No.: Attention:

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 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 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 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 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 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 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 Conformed through 4thExhibit A to Fifth Amendment 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 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. 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. By: Name: Title: Date: ________ __, 20[ ] 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. By: Name: Title: Date: ________ __, 20[ ] 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. By: Name: Title: Date: ________ __, 20[ ] 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. By: Name: Title: Date: ________ __, 20[ ] 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 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