TRANSACTION SUPPORT AGREEMENTExchange Agreement • July 8th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
This Term Sheet summarizes the principal terms of a proposed Second Lien Loan Agreement (the “Second Lien Loan Agreement”) to be made by and among KLDiscovery Holdings, Inc. (f/k/a LD Lower Holdings, Inc.), a Delaware corporation (the “Borrower”), LD Topco, Inc., a Delaware corporation (“Holdings”), the other guarantors party thereto, 1397225 Ontario Limited (“OTPP”) and certain funds and/or accounts managed by MGG Investment Group LP and/or its affiliates (“MGG” and, together with OTPP, collectively, the “Lenders” and each, a “Lender”). This Term Sheet is an expression of intent only, does not express the agreement of the parties, is not meant to be binding on the parties, and is meant to be used as a negotiation aid by the parties. The parties do not intend to be bound until they enter into a definitive agreement regarding the subject matter of this Term Sheet. Reference is made to that certain Credit Agreement, dated as of February 8, 2021 (as amended by that certain First Amendment
EXCHANGE AGREEMENT by and among KLDISCOVERY INC. and THE PARTICIPATING HOLDER PARTIES NAMED HEREIN dated as of July 3, 2024Exchange Agreement • July 8th, 2024 • KLDiscovery Inc. • Services-computer programming, data processing, etc. • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2024, by and among (i) KLDiscovery Inc. (the “Company”), and (ii) the Participating Holder parties listed on the signature pages hereto (the “Participating Holders”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 8 or as set forth in the Transaction Support Agreement (as defined herein).
