FATH Fathom Digital Manufacturing Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 16, 2024

FATHOM DIGITAL MANUFACTURING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-39994		40-0023833
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1050 Walnut Ridge Drive

Hartland, WI 53029

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (262) 367-8254

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		FATH		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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er next two years Expanded mid-volume production of existing program $1.7 million in 2021; expect $4-$8 million in 2022 orders Prototype with mid-volume production follow-on $4.5 million over three-month period New cross-sell of sheet metal low-volume production $450k in 2021; expect over $1.5 million in 2022 orders Prototype & low-volume production Global healthcare company Global semiconductor company Disruptive electric vehicle manufacturer Global leader in mobile robotics 1 2 3 4 5 6 Global leader in gas measurement instruments and technologies Leading subsea technology company $550K production order Expansion to higher volume production of existing program New Strategic Accounts Existing Strategic Accounts

Statement (preliminary unaudited) Repor

Item 1.01.	Entry into a Material Definitive Agreement.

 

Merger Agreement

 

On February 16, 2024, Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Fathom Digital Manufacturing Intermediate, LLC , a Delaware limited liability company (“Parent”), Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Company Merger Sub”), Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company Merger Sub (“LLC Merger Sub”), Fathom Holdco, LLC, a Delaware limited liability company and the partially-owned operating subsidiary of the Company (“OpCo LLC”), and the Company, pursuant to which, among other things, (i) LLC Merger Sub will merge with and into OpCo LLC with OpCo LLC surviving the merger as a partially owned subsidiary of the Company (the “LLC Merger”) and (ii) immediately following the LLC Merger, Company Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the “Company Merger”, and collectively, with the LLC Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”). Parent, Company Merger Sub and LLC Merger Sub are affiliates of CORE Industrial Partners, LLC (“CORE”). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.

 

Merger Consideration. (i) Each share of Company Class A Common Stock that is issued and outstanding as of immediately prior to the Company Merger Effective Time (including each share of Company Class A Common Stock resulting from the exchange of OpCo Class A Units for shares of Company Class A Common Stock resulting from the Class A Unit Exchange and excluding (A) Company Class A Earnout Shares, (B) shares of Class A Common Stock (1) held by the Company as treasury stock, (2) owned by Parent, Merger Sub or any of its Affiliates (including Rollover Shares) and (3) owned, directly or indirectly, by the CORE Funds (the shares described in (1) through (3) of this clause (B), collectively, the “Owned Company Shares”) and (C) shares of Company Class A Common Stock held by Company Stockholders who have not voted in favor of the adoption of the Merger Agreement and who have properly demanded appraisal of such shares of Company Class A Common Stock in accordance with, and who have otherwise complied with, Section 262 of the DGCL (the “Dissenting Shares”)) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $4.75, without interest thereon (the “Per Share Price”), (ii) each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor, (iii) each outstanding Company Class A Earnout Share will be automatically cancelled and will cease to exist and no payment will be made with respect thereto and (iv) each share of Company Class B Common Stock (including SPAC Class B Earnout Shares) will be automatically cancelled and will cease to exist and no payment will be made with respect thereto. Holders of Dissenting Shares will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL.

 

Treatment of Company Awards. The Merger Agreement also provides that, at the Company Merger Effective Time, automatically and without any required action on the part of the holder thereof:

 

(i) each Company Option that is outstanding and unexercised immediately prior to the Company Merger Effective Time (whether vested or unvested), will be converted into the right to receive a cash payment, less applicable tax withholdings, equal in value to (A) the excess, if any, of the Per Share Price over the per share exercise price of such Company Option, multiplied by (B) the number of shares of Company Common Stock covered by such Company Option immediately prior to the Company Merger Effective Time (the “Option Consideration”);

 

(ii) each Company Restricted Stock Unit Award that is outstanding immediately prior to the Company Merger Effective Time will be cancelled and converted into the contingent right to receive an amount in cash, without interest and less applicable tax withholdings, equal in value to (A) the Per Share Price multiplied by (B) the number of shares of Company Common Stock covered by such Company Restricted Stock Unit Award immediately prior to the Company Merger Effective Time (the “Converted Cash Award”), which Converted Cash Award will be subject to the same time-based vesting schedule and generally the same terms and conditions of the corresponding Company Restricted Stock Unit Award from which it was converted;

 

(iii) each unvested Company Restricted Stock Unit Award held by a non-employee director of the Company that is outstanding immediately prior to the Company Merger Effective Time will be forfeited and cancelled for no consideration, except that to the extent that any outstanding Company Restricted Stock Unit Award granted on May 4, 2023 to a non-employee director of the Company (including the award granted to Carey Chen in his capacity as a non-employee director) remains unvested immediately prior to the Company Merger Effective Time, such award will vest in full on the Company Merger Effective Time, with the holder of such Company Restricted Stock Unit Award becoming entitled to receive an amount in cash, less applicable tax withholdings, equal in value to (A) the Per Share Price by (B) the number of shares of Company Common Stock covered by such award immediately prior to the Company Merger Effective Time;

 

(iv) each Company Performance Stock Unit Award that is outstanding immediately prior to the Company Merger Effective Time and that has satisfied the applicable performance vesting criteria associated with such Company Performance Stock Unit Award (or applicable portion thereof) as of immediately prior to the Company Merger Effective Time will be cancelled and converted into the contingent right to receive a Converted Cash Award with respect to an amount in cash, without interest and less applicable Tax withholdings, equal in value to (A) the Per Share Price by (B) the number of shares of Company Common Stock covered by such Company Performance Stock Unit Award with respect to which the applicable performance vesting criteria has been satisfied immediately prior to the Company Merger Effective Time, which Converted Cash Award will be subject to the same time-based vesting schedule and generally the same terms and conditions of the corresponding Company Performance Stock Unit Award from which it was converted; and

 

(v) each Company Performance Stock Unit Award (or applicable portion thereof) that is outstanding immediately prior to the Company Merger Effective Time and that has not satisfied the applicable performance-vesting criteria associated with such Company Performance Stock Unit Award (or applicable portion thereof) as of immediately prior to the Company Merger Effective Time will be forfeited and cancelled for no consideration.

The Option Consideration will be paid to the applicable holder no later than the second regularly scheduled payroll date following the Closing Date. In addition, the Company ESPP will not extend or commence new offering periods and will terminate prior to the Company Merger Effective Time, with accumulated participant contributions to be returned to the participants without interest.

 

Treatment of Warrants. At the Company Merger Effective Time, each outstanding Company Warrant will, in accordance with its terms, automatically and without any required action on the part of the holder thereof or any other Person, cease to represent a Company Warrant exercisable for Company Class A Common Stock and shall become a Company Warrant exercisable for the Per Share Price. If a Registered Holder (as defined in the Warrant Agreement) properly exercises a Company Warrant within thirty (30) days following the public disclosure of the consummation of the Company Merger pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price (as defined in the Warrant Agreement) with respect to such exercise will

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be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Price (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined in the Warrant Agreement).

 

Board and Special Committee Recommendation. A special committee (the “Special Committee”) of the board of directors (the “Board”) of the Company consisting only of independent and disinterested directors of the Company has unanimously (i) determined that the Merger Agreement and the Merger, on the terms and subject to the conditions set forth therein, are fair to, advisable, and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, and (iii) recommended that the Board (a) approve and declare advisable the Merger Agreement and the Transactions, and determine that the Transactions are fair to, advisable, and in the best interests of the Company and the Company’s stockholders, including the Unaffiliated Stockholders, and (b) submit the Merger Agreement to the Company Stockholders for their adoption and recommend that the Company Stockholders vote in favor of adopting the Merger Agreement. The Board, acting in accordance with the unanimous affirmative recommendation of the Special Committee, has unanimously (with one director not in attendance) (i) determined that the Merger Agreement and the Transactions are fair to, advisable, and in the best interests of the Company and the Company's stockholders, including the Unaffiliated Stockholders, (ii) approved and declared advisable the Merger Agreement and the Transactions, (iii) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its obligations contained therein and the consummation of the Company Merger upon the terms and subject to the conditions set forth in the Merger Agreement, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the Company Stockholders at the Company Stockholder Meeting and (v) resolved to recommend that the Company Stockholders adopt the Merger Agreement in accordance with the DGCL.

 

No Solicitation; Change of Board Recommendation. From the date of the Merger Agreement until the earlier to occur of (i) the termination of the Merger Agreement and (ii) the Company Merger Effective Time, the Company will be subject to customary “no-shop” restrictions on its ability to solicit alternative Acquisition Proposals (as defined in the Merger Agreement) from third parties and to provide information to, and participate in discussions and engage in negotiations with, third parties regarding any alternative Acquisition Proposals, subject to a customary “fiduciary out” provision that allows the Company and the Special Committee, under certain specified circumstances, to provide information to, and participate in discussions and engage in negotiations with, third parties with respect to an Acquisition Proposal if the Board, acting upon the recommendation of the Special Committee, or the Special Committee has determined in good faith based on information then available (after consultation with its financial advisor and outside legal counsel) that such alternative Acquisition Proposal constitutes a Superior Proposal (as defined in the Merger Agreement) or could be reasonably expected to lead to a Superior Proposal, and the Board or the Special Committee has determined in good faith based on the information then available (after consultation with its financial advisor and outside legal counsel) that the failure to take such actions would be inconsistent with its fiduciary duties pursuant to applicable law (provided that, among other conditions, Parent is provided an opportunity to improve its offer prior to a Company Board Recommendation Change).

 

Representations, Warranties and Covenants. The Company also made customary representations and warranties in the Merger Agreement and agreed to customary covenants regarding the operation of the business of the Company and its Subsidiaries prior to the consummation of the Transactions. The Merger Agreement also provides that the Company, on the one hand, or Parent, on the other hand, may specifically enforce the obligations under the Merger Agreement, including the obligation to consummate the Transactions if the conditions set forth in the Merger Agreement are satisfied. Parent’s, the Merger Subs and their Affiliates’ collective liability for monetary damages for breaches of the Merger Agreement is capped at $3,906,103

 

Closing Conditions. Consummation of the Merger is subject to certain conditions set forth in the Merger Agreement, including, but not limited to, the: (i) affirmative vote of the holders of a majority of all of the outstanding shares of Company Common Stock to adopt the Merger Agreement; (ii) absence of any law or order restraining, enjoining or otherwise prohibiting the Transactions; (iii) accuracy of the Company’s representations and warranties contained in the Merger Agreement (except, generally, for any inaccuracies that have not had a Company Material Adverse Effect (as defined in the Merger Agreement)); (iv) delivery by the Company of a customary FIRPTA certificate; (v) absence of a Company Material Adverse Effect; and (vi) completion of the Class A Unit Exchange. '

 

Parent Expenses; Termination; Termination Fees. The Merger Agreement contains certain termination rights in favor of both Parent and the Company. Upon termination of the Merger Agreement under specified circumstances, including the Company terminating the Merger Agreement to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with the “fiduciary out” provisions of the Merger Agreement, the Company will be required to pay Parent a termination fee of $813,771. The $813,771 termination fee will also be payable by the Company if the Merger Agreement is terminated under certain circumstances and prior to such termination, an Acquisition Proposal for an Acquisition Transaction is publicly announced or disclosed and any Acquisition Transaction is consummated or the Company enters into an agreement providing for the consummation of any Acquisition Transaction within one year of the termination. In addition to the foregoing termination rights, and subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by July 31, 2024.

 

Description of Merger Agreement. The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, which is incorporated herein by reference in its entirety. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in the confidential Company Disclosure Letter provided by the Company to Parent in connection with the signing of the Merger Agreement. The confidential Company Disclosure Letter delivered in connection with the execution of the Merger Agreement contains information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purposes of allocating risk between the Company and Parent rather than establishing matters as facts. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterizations of the actual state of facts about the Company.

 

Delisting of Shares of Class A Common Stock. If the Company Merger is consummated, the Class A Common Stock will cease to be quoted on the New York Stock Exchange (the “NYSE”) and will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended.

 

Equity Commitment. Pursuant to an equity commitment letter (the “Equity Commitment Letter”), dated February 16, 2024, certain funds managed by or affiliated with CORE (collectively, the “CORE Funds”), subject to the terms and conditions thereof, agreed to provide equity financing to Parent in the aggregate amount set forth therein to facilitate consummation of the Transactions, the Term Loan Paydown (as defined below) and, if applicable, satisfy any monetary damages required to be paid to the Company by Parent in accordance with the Merger Agreement.

 

Credit Agreement Amendment

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On February 16, 2024, certain subsidiaries of the Company entered into a Fourth Amendment (the “Fourth Amendment”) to its Credit Agreement, dated as of December 23, 2021 (such agreement, as amended by the First Amendment thereto, Second Amendment thereto, Third Amendment thereto, and the Fourth Amendment, the “Credit Agreement”, and together with the loans and commitments thereunder, the “Credit Facility”) by and among Fathom Guarantor, LLC, Fathom Manufacturing, LLC, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent thereunder, which such Fourth Amendment, among other things, (i) modified the financial covenants (including amendments to related definitions thereto), (ii) provide that the obligation to paydown $50 million of the term loan under the Credit Facility shall become due on the earlier of July 31, 2024, the date on which the Merger Agreement, the Equity Commitment Letter, the TRA Amendment (as defined below), the LLC Agreement Amendment (as defined below) and/or the Support Agreement (as defined below) is terminated and the date on which the transactions contemplated by the Merger Agreement are consummated (the “Term Loan Paydown”) and (ii) waive any default and events of defaults under the Credit Agreement (a) arising due to failure to comply with certain minimum EBITDA and liquidity as of the last day of the fiscal quarter or fiscal month, as applicable, ended December 31, 2023, (b) arising due to failure to timely deliver the cash flow statement for the period ending on December 31, 2023, (c) arising due to any breach, if such breach arises solely as a result of the occurrence and/or the existence of any Waived Default referred to in the other clauses of this paragraph, of any representation or warranty made or deemed to have been made under any loan document prior to February 16, 2024, (d) arising solely as a result of any action taken prior to February 16, 2024 that was prohibited at such time solely due to the existence of any Waived Default referred to in the other clauses of this paragraph, (e) other certain actual or prospective breaches or failures under the Credit Agreement and (f) arising due to any failure by Fathom Guarantor, LLC or any subsidiary to provide written notice of the occurrence of any default or event of default referred to in clauses (a) through (e) of this paragraph (collectively, the "Waived Defaults").

 

Amendment No. 1 to the Amended and Restated Tax Receivable Agreement

 

On February 16, 2024, the Company amended the Amended and Restated Tax Receivable Agreement (the “Tax Receivable Agreement”), dated as of April 4, 2023, by and among the Company, OpCo LLC and certain other parties set forth therein (the “TRA Amendment”). As amended, the Tax Receivable Agreement will automatically terminate in full without any payment, including any Tax Benefit Payment or Early Termination Payment (each as defined in the Tax Receivable Agreement) upon the consummation of the Company Merger, and the Company Merger will not constitute a Change of Control (as defined in the Tax Receivable Agreement) thereunder.

 

The foregoing description of the TRA Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the TRA Amendment, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of OpCo LLC

 

On February 16, 2024, the Company, in its capacity as the managing member of OpCo LLC, and OpCo LLC amended the Second Amended and Restated Limited Liability Agreement of OpCo LLC (the “LLC Agreement Amendment”). As amended, and among other things, the Company shall have the right to cause the exchange of certain outstanding shares of vote-only Class B Common Stock, together with the corresponding Class A Units of OpCo LLC (other than those units held by the Company), for an equal number of shares of the Company’s Class A Common Stock, immediately prior to and conditioned upon the LLC Merger Effective Time.

 

The foregoing description of the LLC Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the LLC Agreement Amendment, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

 

Support Agreement

 

On February 16, 2024, the Company, Parent and certain of the CORE Funds entered into a Support Agreement pursuant to which such CORE Funds, which hold approximately 62.8% of the voting power of the Company’s outstanding capital stock, have agreed to vote their Company capital stock in favor of the adoption and approval of the Merger Agreement and the Transactions, subject to and in accordance with the terms and conditions of the Support Agreement. Accordingly, such vote pursuant to the Support Agreement is expected to result in a majority of outstanding shares of Company capital stock being voted in favor of the proposal to approve and adopt the Merger Agreement to be submitted for a vote at the special stockholders meeting to be called as required by the Merger Agreement, which would result in such proposal being adopted. Upon the occurrence of a Company Board Recommendation Change, the obligation to vote pursuant to the Support Agreement shall only apply to shares held by the CORE Funds party thereto equaling 33% of the total voting power of the Company’s outstanding capital stock.

 

The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

 

Important Information For Investors And Shareholders

 

Important Information and Where to Find it

 

The proposed Merger will be submitted to the Stockholders of the Company for their consideration. In connection with the proposed Merger, the Company will file with the Securities and Exchange Commission (“SEC”) a proxy statement with respect to a special meeting of the Company’s stockholders to approve the proposed Merger. The definitive proxy statement will be mailed to the Company stockholders. The Company and certain affiliates of the CORE Funds also intend to jointly file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”). STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER. Investors and stockholders will be able to obtain free copies of the proxy statement, the Schedule 13E-3 and other documents containing important information about the Company, Parent and Merger Subs, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://investors.fathommfg.com/overview/default.aspx or by emailing investors@fathommfg.com.

 

Certain Information Regarding Participants

 

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The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 7, 2023, as amended on May 1, 2023, and in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on May 25, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, in the proposed Merger will be contained in the proxy statement for the special meeting and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

 

Forward-looking Statements

 

Certain statements made in this Current Report are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “estimates,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: (1) conditions to the closing of the proposed Merger may not be satisfied and required regulatory approvals may not be obtained; (2) the proposed Merger may involve unexpected costs, liabilities or delays; (3) the business of the Company may suffer as a result of uncertainty surrounding the Transactions; (4) the outcome of any legal proceedings related to the proposed Merger; (5) the Company may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (7) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed Merger; (8) the failure to obtain the necessary financing arrangements set forth in the equity commitment letter received in connection with the proposed Merger; and (9) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all. If the proposed Merger is consummated, the Company’s stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth and additional factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 7, 2023, as amended on May 1, 2023, as well as the Company’s other filings with the SEC. If any of the risks described above materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by our forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this Current Report. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements made by management or on its behalf whether as a result of future developments, subsequent events or circumstances or otherwise, except as required by law.

 

Item 9.01.	Financial Statement and Exhibits

 

(d) Exhibits.

Exhibit Number		Description
2.1*		Agreement and Plan of Merger, dated as of February 16, 2024, by and among Fathom Digital Manufacturing Intermediate, LLC , Fathom Digital Manufacturing Merger Sub, Inc., Fathom Digital Manufacturing Merger Sub 2, LLC,, Fathom Holdco, LLC, and Fathom Digital Manufacturing Corporation.
10.1		Fourth Amendment, dated as of February 16, 2024, to the Credit Agreement, dated as of December 23, 2021, as previously amended by the First Amendment, Second Amendment and Third Amendment thereto, by and among Fathom Guarantor, LLC, Fathom Manufacturing, LLC, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2		Amendment No. 1, dated as of February 16, 2024 to the Amended and Restated Tax Receivable Agreement, dated as of April 4, 2023, by and among Fathom Digital Manufacturing Corporation, Fathom Holdco, LLC, and certain other parties thereto.
10.3		Amendment No. 1, dated as of February 16, 2024 to the Second Amended and Restated Limited Liability Agreement of Fathom Holdco, LLC dated as of December 23, 2021.
10.4		Support Agreement, dated as of February 16, 2024, by and among Fathom Digital Manufacturing Corporation, Fathom Digital Manufacturing Intermediate, LLC, and the stockholders party thereto.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBR document

*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FATHOM DIGITAL MANUFACTURING CORPORATION
By:		/s/ Mark Frost
Name:		Mark Frost
Title:		Chief Financial Officer

Date: February 20, 2024

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Exhibit 2.1

 

 

 

 

 

 

 

AGREEMENT AND PLAN OF MERGER

 

by and among

 

FATHOM DIGITAL MANUFACTURING INTERMEDIATE, LLC, FATHOM DIGITAL MANUFACTURING MERGER SUB, INC., FATHOM DIGITAL MANUFACTURING MERGER SUB 2, LLC, FATHOM HOLDCO, LLC

and

 

FATHOM DIGITAL MANUFACTURING CORPORATION

 

Dated as of February 16, 2024

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TABLE OF CONTENTS

Page

 

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ARTICLE I DEFINITIONS & INTERPRETATIONS 3

ARTICLE II THE EXCHANGES AND THE MERGERS 22

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 33

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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS 59

ARTICLE V INTERIM OPERATIONS 65

ARTICLE VI ADDITIONAL COVENANTS 75

Filings 76

Insurance 82

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6.12	Public Statements and Disclosure ..............................................................	83
6.13	Transaction Litigation....................................................................................	84
6.14	Stock Exchange Delisting; Deregistration...............................................	84
6.15	[RESERVED]...................................................................................................	84
6.16	Parent Vote........................................................................................................	84
6.17	No Control of the Other Party’s Business ...............................................	84
6.18	[RESERVED]. .................................................................................................	85
6.19	Resignations......................................................................................................	85
6.20	Amendment to Tax Receivable Agreement ............................................	85
6.21	Amendment to OpCo LLC Agreement ....................................................	85
ARTICLE	VII CONDITIONS TO THE MERGERS.......................................................................	85
7.1	Conditions to Each Party’s Obligations to Effect the Mergers .........	85
7.2	Conditions to the Obligations of Parent and the Merger Subs ..........	85
7.3	Conditions to the Company’s Obligations to Effect the Mergers ....	87
ARTICLE	VIII TERMINATION, AMENDMENT AND WAIVER .........................................	87
8.1	Termination.......................................................................................................	87
8.2	Manner and Notice of Termination; Effect of Termination ...............	89
8.3	Fees and Expenses ..........................................................................................	90
8.4	Amendment.......................................................................................................	93
8.5	Extension; Waiver...........................................................................................	94
8.6	Special Committee Matters ..........................................................................	94
ARTICLE	IX GENERAL PROVISIONS..............................................................................................	94
9.1	Survival of Representations, Warranties and Covenants ....................	94
9.2	Notices................................................................................................................	94
9.3	Assignment........................................................................................................	96
9.4	Intentionally Omitted .....................................................................................	96
9.5	Entire Agreement ............................................................................................	96
9.6	Third-Party Beneficiaries..............................................................................	96
9.7	Severability .......................................................................................................	97
9.8	Remedies............................................................................................................	97
9.9	Governing Law ................................................................................................	98
9.10	Consent to Jurisdiction ..................................................................................	98
9.11	WAIVER OF JURY TRIAL .......................................................................	99
9.12	Company Disclosure Letter References ...................................................	99
9.13	Counterparts......................................................................................................	99
9.14	No Limitation ...................................................................................................	100
9.15	Disclaimer..........................................................................................................	100
9.16	Non-Recourse Parent Parties .......................................................................	100

 

SCHEDULES:

Schedule 2.1(c) Form of Rollover Agreement

Schedule 2.6(c) Form of Second Amended and Restated Certificate of Incorporation Schedule 6.20 Form of TRA Amendment

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Schedule 6.21 Form of OpCo LLCA Amendment

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 16, 2024 (the “Agreement Date”), by and among Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company (“Parent”), Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Company Merger Sub”), Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company Merger Sub (“LLC Merger Sub” and, together with Company Merger Sub, the “Merger Subs”), Fathom Holdco, LLC, a Delaware limited liability company (“OpCo LLC”), and Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”). Each of Parent, the Merger Subs, and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

RECITALS

(ii) approved and declared advisable this Agreement and the Transactions, (iii) recommended that the Company Board approve and declare advisable this Agreement and the Transactions, and determine that this Agreement and the Transactions are fair to, advisable, and in the best interests of, the Company and the Unaffiliated Stockholders and (iv) recommended that, subject to Company Board approval, the Company Board submit this Agreement to the Company Stockholders for their adoption and recommend that the Company Stockholders vote in favor of the adoption of this Agreement.

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AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Parent, the Merger Subs and the Company agree as follows:

ARTICLE I DEFINITIONS & INTERPRETATIONS

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consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or “group” of Persons that, if consummated in accordance with its terms, would result in such Person or “group” of Persons beneficially owning more than 20% of the total outstanding voting power of the Company after giving effect to the consummation of such tender or exchange offer;

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Plan. Plan.



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relationships, contractual or otherwise, of the Company Group with suppliers, customers, partners, vendors or any other third Person; provided, however, that this clause (vii) shall not apply to any representation or warranty contained in this Agreement to the extent that such representation or warranty expressly addresses consequences resulting from the negotiation, execution or announcement of this Agreement;

except, with respect to clauses (i), (ii), (iii), (iv), (v), (vi), (x) and (xi), to the extent that such Effect has had a disproportionate adverse effect on the Company Group relative to

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other companies operating in the industry or industries in which the Company Group conducts business, in which case the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred or would reasonably be expected to occur a Company Material Adverse Effect.

(aa) “Company Performance Stock Unit Award” means an award of performance stock units granted under the Company Equity Plan or that certain Performance Stock Unit Award Agreement (Inducement) effective as of October 23, 2023 by and between the Company and Carey Chen (the “PSU Inducement Award Agreement”).

(bb) “Company Preferred Stock” means the preferred stock, par value $0.0001 per share, of the Company.

(cc) “Company Product” means all products, technologies and services developed (including products, technologies and services under development), marketed, owned, made, provided, distributed, imported, sold or licensed by or on behalf of the Company Group currently or at any time since January 1, 2022, including products and services for which development is ongoing and that the Company or a Subsidiary thereof intends to release publicly within six (6) months after the Agreement Date.

(dd) “Company Registered Intellectual Property” means all of the Registered Intellectual Property owned or purported to be owned by any Company Group Member, including the Intellectual Property set forth on Schedule 3.13(a).

(ee) “Company Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of December 23, 2021, by and among the (i) Company (formerly known as Altimar Acquisition Corp. II), (ii) the SPAC Sponsor and certain equityholders of the Company as set forth on Schedule A thereto and (iii) certain direct and indirect equityholders of OpCo LLC set forth on Schedule B thereto.

(ff) “Company Restricted Stock Unit Award” means an award of restricted stock units granted under the Company Equity Plan or under that certain Restricted Stock Unit Award Agreement (Inducement) effective as of October 23, 2023 by and between the Company and Carey Chen (together with the PSU Inducement Award Agreement, the “Inducement Award Agreements”).

(gg) “Company Stockholder Meeting” means a meeting of the Company Stockholders (held as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of obtaining the Requisite Stockholder Approval.

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(hh) “Company Stockholders” means the holders of shares of Company Common Stock.

(jj) “Company Warrants” means those outstanding Public Warrants (as defined in the Warrant Agreement) and Private Placement Warrants (as defined in the Warrant Agreement) of the Company exercisable for Company Class A Common Stock pursuant to the terms of the Warrant Agreement.

(kk) “Continuing Employees” means each individual who is an employee of the Company or any of its Subsidiaries immediately prior to the LLC Merger Effective Time and continues to be an employee of Parent or one of its Subsidiaries (including the Surviving Corporation) immediately following the Company Merger Effective Time.

(ll) “Contract” means any contract, subcontract, note, bond, mortgage, indenture, lease, license, sublicense or other binding agreement.

(mm) “CORE” means CORE Industrial Partners, LLC, a Delaware limited liability company.

(nn) “CORE Funds” means, collectively, CORE Industrial Partners Fund I, L.P., a Delaware limited partnership, CORE Industrial Partners Fund I Parallel LP, a Delaware limited partnership, CORE Industrial Fund Partners GP I, LLC, a Delaware limited liability company (acting in its capacity as general partner of CORE Fund I and CORE Fund I Parallel), and any affiliated investment vehicles managed, directly or indirectly, by CORE or its Affiliates.

(oo) “Credit Agreement” means that certain Credit Agreement, dated as of December 21, 2021, by and among Holdings, Borrower, the Lenders (as defined therein) party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended by the First Amendment thereto, dated as of November 10, 2022, the Second Amendment thereto, dated as of March 24, 2023, the Third Amendment thereto, dated as of November 13, 2023, the Extension Consent Letter related thereto, dated January 31, 2024 and the Fourth Amendment thereto, dated as of February 16, 2024.

(pp) “D&O Claim” means any threatened, asserted, pending or completed claim, action, suit, proceeding, inquiry or investigation, whether instituted by any Party, any Governmental Authority or any other Person, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to a Covered Person’s duties or service (i) as a director or officer of a Company Group Member at or prior to the Company Merger Effective Time (including with respect to any acts, facts, events or omissions occurring in connection with the approval of this Agreement and the Mergers, including the consideration and approval thereof and the process undertaken in connection therewith and any D&O Claim relating thereto) or (ii) as a director,

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trustee or officer of any other entity or any benefit plan maintained by any Company Group Member (for which a Covered Person is or was serving at the request or for the benefit of a Company Group Member) at or prior to the Company Merger Effective Time.

(qq) “Data Security Requirements” means, collectively, all of the following to the extent relating to Processing or otherwise relating to privacy, security, or security breach notification requirements and applicable to the Company, to the conduct of the business, or to any of the Company Systems or any Company Data: (i) all applicable Laws, rules and regulations, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) (EU) 2016/679); (ii) industry standards with which the Company is contractually obligated to comply or has otherwise publicly stated with which it complies (including, if applicable, the Payment Card Industry Data Security Standard (PCI DSS)); (iii) contractual obligations by which the Company is bound; and (iv) the Company’s own written rules, policies and procedures.

(rr) “Employee Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) and any other written or oral plan, policy, program, agreement, arrangement or Contract involving compensation or benefits, including health, welfare, or life insurance coverage, severance, disability benefits, deferred compensation, retention, change in control, transaction or other bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of fringe benefits, perquisites, incentive compensation or post-retirement or post-employment compensation or benefits and all employment, management, individual consulting, change in control, retention, severance or similar arrangements or agreements, written or otherwise, which (i) is sponsored, maintained or contributed to (or required to be contributed to) by any of the Company Group Members or any of their respective ERISA Affiliates, including for the benefit of any current or former employee, officer, director or other individual service provider of any Company Group Member, or (ii) under or with respect to which any of the Company Group Members or any of their respective ERISA Affiliates has or could reasonably be expected to have any Liability.

(ss) “Environmental Laws” means all Laws, rules, regulations, Orders, statutes, and codes promulgated or issued by any Governmental Authority relating to pollution, protection of the environment or natural resources, or public or worker health or safety, or which prohibit, regulate or control any Hazardous Material or any Hazardous Materials Activity.

(tt) “Environmental Permit” means any permit, license, variance, exemption, consent, certificate, authorization, registration, Order or other approvals issued pursuant to any Environmental Laws.

(uu) “Equity Securities” means, with respect to any Person, (i) any shares of capital or capital stock (including any ordinary shares) or other voting securities of, or other ownership interest in, such Person, (ii) any securities of such Person convertible into or exchangeable for cash or shares of capital or capital stock or other voting securities of, or other ownership interests in, such Person or any of its Subsidiaries, (iii) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable for shares of capital or capital stock or other voting securities of,

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or other ownership interests in, such Person or any of its Subsidiaries, or (iv) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person or any of its Subsidiaries.

(vv) “ERISA” means the Employee Retirement Income Security Act of 1974. (ww) “ERISA Affiliate” means any Person that is (or, at any relevant time, has

been or would be) considered a single employer with the Company or any of its Subsidiaries under Section 414 of the Code.

(xx) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (yy) “Families First Act” means the Families First Coronavirus Response Act,

as signed into law by the President of the United States on March 18, 2020.

(zz) “FCPA” means the Foreign Corrupt Practices Act of 1977.

(aaa) “GAAP” means generally accepted accounting principles, consistently applied, in the United States.

(bbb) “Governmental Authority” means any government, government- sponsored entity, governmental or regulatory entity or body, department, commission, board, agency or instrumentality, and any court, tribunal, arbitral body (public or private) or judicial body, in each case whether federal, state, county or provincial, national or supra-national, and whether local or foreign.

(ccc) “Hazardous Material” means any material, chemical, emission, substance, constituent or waste regulated, or for which Liability or standards of conduct may be imposed, under Environmental Law, or that has been designated by any Governmental Authority acting under Environmental Law to be radioactive, toxic, hazardous, corrosive, reactive, explosive, flammable, a medical or biological waste, a pollutant or otherwise a danger to health, reproduction or the environment, including petroleum or petroleum products or by-products, oil, radon gas, coal ash, urea formaldehyde foam insulation, asbestos or asbestos containing materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, toxic mold or radiation.

(ddd) “Hazardous Materials Activity” means the transportation, handling, transfer, recycling, management, storage, use, treatment, manufacture, removal, remediation, release, spill, leak, leach, migration, disposal, or exposure of Persons to, any Hazardous Material or any product or waste containing a Hazardous Material.

(eee) “Holdings” means Fathom Guarantor, LLC, a Delaware limited liability

company.

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(fff) “Inquiry” means an inquiry, request for discussions or negotiations or request to review non-public information that would reasonably be expected to indicate an interest in making or effecting an Acquisition Proposal or an Acquisition Transaction.

(ggg) “Intellectual Property” means all intellectual property rights anywhere in the world, including all of the following (i) patents, patent disclosures, inventions and improvements thereto (whether or not patentable or reduced to practice), and patent applications and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof (“Patents”), (ii) copyrights and copyrightable works or authorship, copyright registrations and copyright applications, “moral” rights and mask work rights (“Copyrights”), (iii) trade secrets, know-how, processes, methods, techniques, formulae, technologies, algorithms, layouts, designs, protocols, specifications, data compilations and databases, and proprietary rights in confidential information, (iv) trademarks, trade names, logos, slogans, trade dress, corporate names, and service marks, and other indicia of source, and any applications or registration of the same, and all related goodwill associated therewith (“Marks”),

(v) domain names, uniform resource locators, other names and locators associated with the Internet, and all registrations therefor, (vi) Software, (vii) industrial designs, (viii) analogous rights to those set forth above, and (ix) rights of publicity, including the right to use the name, likeness, image, signature and biographical information of any natural Person.

(hhh) “Interim Company Balance Sheet” means the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2023 set forth in the Company’s Quarterly Report on Form 10-Q filed by the Company with the SEC for the fiscal period ended September 30, 2023

 

 

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thereto.

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(jjj) “Knowledge” of the Company, with respect to any matter in question,

 

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means the actual knowledge of Carey Chen, Mark Frost, Caprice Perez and Eric Zimmerman, in each case after reasonable inquiry.

(kkk) “Law” means any law (including common law), act, statute, rule, regulation, Order, constitution, treaty, convention, ordinance or code of any Governmental Authority.

(lll) “Legal Proceeding” means any claim, action, charge, complaint, suit, litigation, audit, subpoena, investigation, arbitration, inquiry or other legal action or proceeding brought by or pending before any Governmental Authority mediator or other tribunal.

(mmm)“Liabilities” means any liability, obligation or commitment of any kind, whether absolute, accrued, fixed or contingent, matured or unmatured, determined or determinable or otherwise and whether or not required to be recorded or reflected on a balance sheet prepared in accordance with GAAP.

(nnn) “Lien” means, with respect to any property or asset, any mortgage, pledge, lien, encumbrance, charge, security interest, license or other similar adverse claim of any kind in respect of such property or asset.

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(ooo) “Non-U.S. Employee Plan” means any Employee Plan maintained on behalf of any current or former non-United States director, officer, employee or other individual service provider of any of the Company Group Members, in each case, excluding any plan, program, contract or arrangement required by applicable Law and maintained by a Governmental Authority.

(ppp) “NYSE” means the New York Stock Exchange.

(qqq) “OpCo Class A Units” means the units of OpCo LLC designated as the “Class A Units” in the OpCo LLC Agreement.

(rrr) “OpCo LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of OpCo LLC, dated as of December 23, 2021 (and, as the context requires, as amended by the OpCo LLC Agreement Amendment), by and among the Company, the other Members (as defined therein) whose names are set forth on the Schedule of Members thereto, and CORE Industrial Partners Management LP, a Delaware limited partnership, in its capacity as the Continuing Member Representative (as defined therein).

(sss) “Open Source Software” means any Software that is licensed pursuant to:

(i) any license that is a license approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL), and the Server Side Public License (SSPL); or (ii) any license to Software that is classified as “free” or “open source software” by the Open Source Foundation or the Free Software Foundation or that otherwise self-identifies as “freeware” or “open source software” and is licensed under terms comparable to licenses of any of the Software that is classified as “free” or “open source software” by the Open Source Foundation or the Free Software Foundation (as those terms are generally understood in the Software industry).

(ttt) “Order” means any judgment, decision, decree, injunction, ruling, writ, award, assessment or order, whether temporary, preliminary or permanent, of any Governmental Authority that is binding on any Person or its property under Law.

(uuu) “Permitted Lien” means any of the following: (i) Liens for Taxes, assessments and governmental charges or levies either not yet delinquent or that are being contested in good faith, by appropriate proceedings and, in each case, for which appropriate reserves have been established on the Interim Company Balance Sheet, (ii) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other similar Liens incurred in the ordinary course of business consistent with past practice and securing obligations that are not overdue by more than sixty (60) days or that are being contested in good faith, by appropriate proceedings and, in each case, for which appropriate reserves have been established on the Interim Company Balance Sheet, (iii) pledges or deposits to secure obligations pursuant to workers’ compensation Laws or similar legislation, (iv) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of

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a similar nature, in each case in the ordinary course of business consistent with past practice that, in the aggregate, do not materially impair the value or the Company’s and its Subsidiaries’ use and operation of the assets to which they relate, (v) defects, imperfections or irregularities in title, easements, covenants and rights of way (unrecorded and of record) and other similar Liens, and zoning, building and other similar codes or restrictions, in each case that do not adversely affect in any material respect the current use of the applicable property owned, leased, used or held for use by the Company or any of its Subsidiaries, (vi) statutory, common law or contractual Liens (or other similar encumbrances) of landlords or Liens against the interests of the landlord or owner of any leased real property incurred in the ordinary course of business (and which are, individually or in the aggregate, not material to the Company and its Subsidiaries), unless caused by the Company or any of its Subsidiaries, (vii) non-exclusive licenses of Intellectual Property entered into in the ordinary course of business or (viii) Liens created under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) (other than those Liens arising from a default under the Credit Agreement).

(vvv) “Person” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity.

(www) “Personal Information” means any data or information that identifies, relates to, is reasonably capable of being associated with, or could reasonably be linked to, directly or indirectly, an identified or identifiable natural person or household, including any such information specifically defined or identified in any privacy policy, or that can be used to contact an individual or serve advertisements to an individual, or any information under applicable Law as “personal information,” “personally identifiable information,” “personal data” or a similar term.

(xxx) “Processing” means to perform any operation or set of operations upon data, whether manually or by automatic means, including, but not limited to, blocking, erasing, destroying, collecting, compiling, combining, analyzing, enhancing, enriching, recording, sorting, organizing, structuring, accessing, storing, processing, adapting, retaining, retrieving, consulting, using, transferring, aligning, transmitting, disclosing, altering, distributing, disseminating or otherwise making available such data.

(yyy) “Registered Intellectual Property” means all United States, international and foreign (i) Patents and Patent applications (including provisional applications); (ii) registered Marks and applications to register Marks (including intent-to-use applications, or other registrations or applications related to Marks); and (iii) registered Copyrights and applications for Copyright registration.

(zzz) “Representatives” means, with respect to a Person, its directors, officers, employees, financial advisors, attorneys, accountants, consultants, and other representatives and advisors.

(aaaa) “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

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(bbbb) “SEC” means the United States Securities and Exchange Commission or any successor thereto.

(cccc) “Securities Act” means the Securities Act of 1933.

(dddd) “Software” means all computer software (in object code or source code format) and databases, and related documentation and materials.

(eeee) “SPAC Class A Earnout Shares” means the shares of Company Class A Common Stock issued under the SPAC Merger Agreement and subject to vesting and forfeiture based on the achievement of earnout milestones as set forth in and pursuant to Section 3.03 of the SPAC Merger Agreement.

(ffff) “SPAC Class B Earnout Shares” means the shares of Company Class B Common Stock corresponding to each SPAC Earnout Unit subject to vesting and forfeiture based on the achievement of earnout milestones as set forth in and pursuant to Section 7.01(d) of the OpCo LLC Agreement.

(gggg) “SPAC Earnout Units” means the OpCo Class A Units issued under the SPAC Merger Agreement and subject to vesting and forfeiture based on the achievement of earnout milestones as set forth in and pursuant to Section 7.01(d) of the OpCo LLC Agreement.

(hhhh) “SPAC Merger Agreement” means that certain Business Combination Agreement, dated as of July 15, 2021, by and among the Company (formerly known as Altimar Acquisition Corp. II), OpCo LLC, Rapid Merger Sub, LLC, Rapid Blocker 1 Merger Sub, LLC, Rapid Blocker 2 Merger Sub, LLC, Rapid Blocker 3 Merger Sub, LLC, CORE Fund I Blocker-5 LLC, CORE Fund I Blocker-2 LLC and SG (MCT) Blocker, LLC.

(jjjj) “Sponsor Earnout Shares” means the shares of Company Class A Common Stock issued to the Sponsor and subject to vesting and forfeiture based on the achievement of earnout milestones as provided in Section 11 of the Sponsor Support Agreement.

(kkkk) “Sponsor Support Agreement” means that certain Forfeiture and Support Agreement, dated as of July 15, 2021, by and among the Company (formerly known as Altimar Acquisition Corp. II), Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), the “Individual Class B Holders” party thereto and certain other parties.

(llll) “Subsidiary” of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more other Subsidiaries of such Person; (ii) a partnership of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the general partner and has the power to direct the policies, management and affairs of such partnership; (iii) a limited liability company of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries of such

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Person, directly or indirectly, is the managing member and has the power to direct the policies, management and affairs of such company; or (iv) any other Person (other than a corporation, partnership or limited liability company) in which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries of such Person, directly or indirectly, has at least a majority ownership and the power to direct the policies, management and affairs thereof. For the avoidance of doubt, any direct or indirect Subsidiary of OpCo LLC shall be deemed Subsidiaries of the Company for purposes of this Agreement.

(mmmm) “Superior Proposal” means any bona fide written Acquisition Proposal for an Acquisition Transaction that (i) was not the result or effect of a violation of Section 5.3(a) and (ii) is on terms that the Company Board, acting upon the recommendation of the Special Committee, or the Special Committee has determined in good faith based on the information then available (after consultation with its financial advisor and outside legal counsel) would be more favorable from a financial point of view to the Company Stockholders (in their capacity as such) than the Transactions (taking into account (A) any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination in accordance with Section 5.3(a) and

(B) those factors and matters deemed relevant in good faith by the Company Board, acting upon the recommendation of the Special Committee, or the Special Committee, which factors may include the identity of the Person making the proposal and other aspects of the Acquisition Proposal, likelihood of consummation in accordance with the terms of such Acquisition Proposal, and legal, financial (including the financing terms), regulatory, timing and other aspects of such Acquisition Proposal. For purposes of the reference to an “Acquisition Proposal” in this definition,

(x) all references to “20%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%” and (y) all references to “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

(nnnn) “Tax” or “Taxes” means any United States federal, state, local and non- United States taxes, assessments and similar governmental charges in the nature of taxes imposed, in each case, by any Governmental Authority with respect thereto (including gross receipts, income, profits, sales, use, goods, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, social security (or similar), pension, employment, severance, workers compensation excise, estimated, stamp, custom, duty, license, alternative or add-on, minimum, real property and personal property taxes, however denominated, and whether or not disputed, together with all interest, penalties, fines, and additions imposed with respect to (or in lieu of) such amounts).

(oooo) “Tax Returns” means any return, statement, report, tax filing or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) filed or required to be filed with respect to Taxes, and any amendments or supplements thereto.

(pppp) “Third Person” means any Person or “group” (within the meaning of Section 13(d) of the Exchange Act), other than (i) the Company or any of its controlled Affiliates or (ii) Parent, the Merger Subs, any Guarantor or any their respective Affiliates or any “group” including Parent, the Merger Subs, any Guarantor or any their respective Affiliates.

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(qqqq) “TRA” means that certain Amended and Restated Tax Receivable Agreement, dated as of April 4, 2023, by and among the Company and the Majority TRA Parties (as defined therein).

(rrrr) “Transaction Litigation” means any Legal Proceeding commenced or threatened in writing against a Party or any of its Subsidiaries or Affiliates (or any of their respective directors or executive officers) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to or regarding the Transactions, including any Legal Proceeding alleging or asserting any misrepresentation or omission in the Proxy Statement, any Other Required Company Filing or any other communications to the Company Stockholders, other than any Legal Proceedings among the Parties or their Affiliates related to this Agreement or the Equity Commitment Letter.

(ssss) “Unaffiliated Stockholders” means the holders of Company Common Stock, excluding those shares of Company Common Stock held, directly or indirectly, by or on behalf of (i) the CORE Funds, (ii) those members of the Company Board who are employees of CORE or one of its investment fund Affiliates, (iii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act and

(iv) those Persons holding Rollover Shares.

(tttt) “WARN” means the Worker Adjustment and Retraining Notification Act of 1988, or any similar Laws.

(uuuu) “Warrant Agreement” means that certain Warrant Agreement, dated as of February 4, 2021, by and between the Company (formerly known as Altimar Acquisition Corporation II) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent.

(vvvv) “Willful Breach” means a material breach that is a consequence of an intentional act or intentional failure to act undertaken by the breaching party with actual knowledge that such party’s act or failure to act would, or would reasonably be expected to, cause, result in or constitute a breach.

Term Section Reference

Agreement Preamble

Agreement Date Preamble

Alternative Acquisition Agreement 5.3(a)

Applicable Termination 8.3(b)(i)

Bylaws 3.3(a)

Capitalization Date 3.5(a)

Charter 2.6(c)

Chosen Courts 9.10(a)

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Term Section Reference

Class A Unit Exchange 2.1(a)

Closing 2.4

Closing Date 2.4

Company Preamble

Company Board Recommendation 3.2(d)

Company Board Recommendation Change 5.3(c)(i)

Company Breach Notice Period 8.1(e)

Company Certificate of Merger 2.3(b)

Company Disclosure Letter Article III

Company Equity Awards Capitalization Table 3.5(c)

Company In Licenses 3.13(e)

Company Intellectual Property 3.13(b)

Company IP Contracts 5.2(n)

Company IP Licenses 3.13(f)

Company Material Real Property Leases 3.11

Company Merger Recitals

Company Merger Effective Time 2.3(b)

Company Merger Sub Preamble

Company Merger Sub Stockholder Approval Recitals

Company Out Licenses 3.13(f)

Company Real Property Leases 3.11

Company Related Parties 8.3(e)(i)

Company Relationship Contracts 5.2(n)

Company SEC Reports 3.7

Company Subsidiary Documents 3.4

Company Termination Fee 8.3(b)(i)

Converted Cash Award 2.10(b)

Copyrights 1.1(ggg)

Covered Persons 6.9(a)

COVID-19 1.1(x)(vi)

COVID-19 Measures 1.1(x)(xi)

DGCL Recitals

Dissenting Shares 2.9(a)(ii)

DLLCA Recitals

DTC 2.12(c)(i)

Effect 1.1(x)

Electronic Delivery 9.13

Enforceability Limitations 3.2(c)

Enforcement Expenses 8.3(d)

Equity Commitment Letter Recitals

Equity Financing Recitals

Event Notice Period 5.3(d)(i)(A)

Exchange Fund 2.12(b)

Export Controls 3.20(c)(i)

Financing Conditions 4.9(b)

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Term Section Reference

Guarantor Recitals

Import Restrictions 3.20(c)(i)

Inducement Award Agreements 1.1(ff)

Interim Period 5.1

Intervening Event 5.3(d)(i)

Labor Agreement 3.14(a)(vii)

LLC Certificate of Merger 2.3(a)

LLC Merger Recitals

LLC Merger Effective Time 2.3(a)

LLC Merger Sub Preamble

Malicious Code 3.13(n)

Marks 1.1(ggg)

Material Contract 3.14(a)

Material Customer 3.14(a)(ix)

Material Supplier 3.14(a)(x)

Maximum Premium 6.9(c)

Merger Subs Preamble

Mergers Recitals

Non-U.S. Employee Plan 3.17(h)

OpCo LLC Preamble

OpCo LLC Agreement Amendment 6.21

Option Consideration 2.10(a)

Other Required Company Filing 6.2(c)

Other Required Parent Filing 6.2(d)

Owned Company Shares 2.9(a)(iii)

Parent Preamble

Parent Breach Notice Period 8.1(g)

Parent Disclosure Letter Article IV

Parent Liability Limitation 8.3(e)(iii)

Parent Related Parties 8.3(e)(i)

Party Preamble

Patents 1.1(ggg)

Payment Agent 2.12(a)

Per Share Price 2.9(a)(ii)

Permits 3.20(a)

Proposal Notice Period 5.3(d)(ii)(C)

Proxy Statement 6.2(a)

PSU Inducement Award Agreement 1.1(aa)

Required Amounts 4.9(e)

Requisite Stockholder Approval 3.2(b)

Rollover Shares 2.1(c)

Sanctioned Person 3.20(d)(i)

Sanctions 3.20(d)(i)

Schedule 13E-3 6.2(b)

Special Committee Recitals

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Term Section Reference

Sponsor 1.1(kkkk)

Subject Shares 2.12(c)(i)

Support Agreement Recitals

Surviving Corporation 2.2(b)

Surviving LLC 2.2(a)

Takeover Statute 3.26

Termination Date 8.1(c)

TRA Amendment 6.20

Transaction Legal Proceeding 9.10(a)

Transactions Recitals

Warrant Adjustment 2.10(f)

 

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the SEC and available to view through SEC's online EDGAR system, in each case, at least one (1) Business Day prior to the execution and delivery of this Agreement.

ARTICLE II

THE EXCHANGES AND THE MERGERS

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LLC”). From and after the LLC Merger Effective Time, the LLC Merger will have the effects as set forth in this Agreement, the LLC Certificate of Merger and the applicable provisions of the DLLCA.

(2) Business Days after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions) or (b) such other time, location and date as Parent, the Merger Subs and the Company (with the prior written consent of the Special Committee) mutually agree in writing. The date on which the Closing actually occurs is referred to as the “Closing Date.”

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(ii) debts, liabilities and duties of the Company and Company Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

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Sub will thereafter represent ownership of shares of common stock of the Surviving Corporation;

(B) owned by Parent or Merger Sub or any of its Affiliates (including, for the avoidance of doubt, the Rollover Shares) or (C) owned, directly or indirectly, by the CORE Funds (collectively, the “Owned Company Shares”) will be cancelled and extinguished without any conversion thereof or consideration paid therefor;

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Company Merger Effective Time in accordance with the terms of the OpCo LLC Agreement or for the Warrant Adjustment or the other transactions involving Company Warrants pursuant to Section 2.10(f); provided, further, that nothing in this Section 2.9(b) shall be construed to permit the Company or any Subsidiary of the Company to take any action otherwise prohibited by the terms of this Agreement.

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the amounts due pursuant to this Section 2.10(a) (the “Option Consideration”) as promptly as practicable following the Closing Date, but in no event later than the second (2nd) regularly scheduled payroll date following the Closing Date. Any Company Option that has a per share exercise price that is equal to or greater than the Per Share Price shall be cancelled for no consideration as of the Company Merger Effective Time.

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Company Performance Stock Unit Award with respect to which the applicable performance vesting criteria has been satisfied immediately prior to the Company Merger Effective Time. The Converted Cash Award shall vest based on the same time-based vesting schedule as applied to the applicable Company Performance Stock Unit Award (or applicable portion thereof) from which it was converted and shall otherwise remain subject to the same terms and conditions as applied to the corresponding Company Performance Stock Unit Award (or applicable portion thereof) immediately prior to the Company Merger Effective Time, excluding any terms rendered inoperative by reason of this Section 2.10(d) or the Transactions and for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the Converted Cash Award.

(B) the Black-Scholes Warrant Value (as defined in the Warrant Agreement) (such adjustment, the “Warrant Adjustment”).

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payroll contributions on or following the date of this Agreement; (iii) no new Offering Period (as defined in the Company ESPP) or Purchase Period (as defined in the Company ESPP) will commence or be extended pursuant to the Company ESPP, in each case, after the date of this Agreement; (iv) each Company ESPP participant’s accumulated contributions under the Company ESPP shall be returned to the participant without interest thereon in accordance with the terms of the Company ESPP prior to the Company Merger Effective Time; and (v) the Company ESPP will terminate, in accordance with its terms, no later than immediately prior to the Company Merger Effective Time.

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if any, of transfer as the Payment Agent may reasonably request) and (B) are Subject Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed to by the Company, Parent, the Payment Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the holder of such Subject Shares shall be entitled to receive in exchange therefor, and Parent shall cause the Payment Agent to deliver to each such holder, as promptly as reasonably practicable after the Company Merger Effective Time, by wire transfer or a check in an amount equal to the product obtained by multiplying (1) the aggregate number of Subject Shares represented by such holder’s transferred Subject Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Subject Shares so surrendered will be cancelled. The Payment Agent will accept such Subject Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Subject Shares on the Per Share Price payable upon the surrender of such Subject Shares pursuant to this Section 2.12(c). Until so surrendered, outstanding Subject Shares will be deemed from and after the Company Merger Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.9.

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permitted by applicable Law, become the property of the Surviving Corporation free and clear of any claims or interest of any such holders (and their successors, assigns or personal representatives) previously entitled thereto.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as set forth in the disclosure letter that has been prepared by the Company and delivered by the Company to Parent and the Merger Subs in connection with the execution and delivery of this Agreement, dated as of the Agreement Date (the “Company Disclosure Letter”), which expressly identifies the Section (or, if applicable, subsection) to which such exception relates (it being understood and hereby agreed that any disclosure in the Company Disclosure Letter relating to one Section or subsection shall also apply to any other Sections and subsections if and to the extent that it is reasonably apparent on the face of such disclosure (without reference to the underlying documents referenced therein) that such disclosure also relates to such other Sections or subsections), or (ii) as set forth in any Company SEC Reports publicly available on or prior to the Agreement Date (other than in any “risk factors” or other disclosure statements included therein to the extent that they are cautionary, predictive or forward looking in nature and not statements of historical fact) it being acknowledged that nothing set forth or disclosed in any Company SEC Reports will be deemed to modify or qualify the representations and warranties set forth in Section 3.5, Section 3.6 or Section 3.10(b), the Company hereby represents and warrants to Parent and the Merger Subs as follows:

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and such filings with Governmental Authorities as may be required to satisfy the appliable Laws of states in which the Company and OpCo LLC are qualified to do business and (iv) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications which, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(vi) 227,444 shares of Company Class A Common Stock were reserved for issuance pursuant to outstanding Company Performance Stock Unit Awards, assuming satisfaction of any performance vesting conditions at target levels, (vii) 35,282 shares of Company Class A Common Stock were reserved for issuance pursuant to the Company ESPP (including shares that may be subject to employee elections under the plan), (viii) 926,212 shares of Company Class A Common Stock were reserved for issuance pursuant to 18,524,242 outstanding Company Warrants, including 495,000 shares of Company Class A Common Stock underlying the Private Placement Private Warrants and 431,212 shares of Company Class A Common Stock underlying the Public Warrants,

(ix) 199,611.80 Company Class A Earnout Shares were issued and outstanding, (x) 6,854,172.45 OpCo Class A Units were issued and outstanding, (xi) 313,763.2 SPAC Earnout Units were issued and outstanding, which if vested, would be exchangeable for 313,763.2 shares of Class A Common Stock pursuant to the OpCo LLC Agreement, (xii) 313,763.20 SPAC Class B Earnout Shares were issued and outstanding and (xiii) no shares of Company Class A Common Stock and no shares of Company Class B Common Stock were issued and held in the treasury of the Company. Since the Capitalization Date, neither the Company nor OpCo LLC has issued any Equity Securities except for shares of Company Class A Common Stock (x) issued upon exercise of or settlement of any Company Equity Awards outstanding on the Capitalization Date and set forth in this Section 3.5(a), (y) issued in connection with a Class A Exchange (as defined in the OpCo LLC Agreement)

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pursuant to the OpCo LLC Agreement or (z) issued pursuant to purchase rights outstanding as of the date hereof under the Company ESPP.

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Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Securities of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, extend or accelerate the vesting of or enter into any such option, warrant, call, right, commitment, agreement, arrangement or understanding. There are no stockholder agreements, voting trusts, proxies or other similar agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any Equity Securities of the Company or any of its Subsidiaries, other than the Company Investor Rights Agreement, the SPAC Merger Agreement, the Sponsor Support Agreement and the OpCo LLC Agreement. Except as set forth in the OpCo LLC Agreement, there are no rights or obligations, contingent or otherwise (including rights of first refusal in favor of the Company), of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any Equity Securities of the Company or any of its Subsidiaries or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity. Other than the Company Investor Rights Agreement and the Company Registration Rights Agreement there are no registration rights or other agreements, arrangements or understandings to which the Company or any of its Subsidiaries is a party, or by which it or they are bound, obligating the Company or any of its Subsidiaries with respect to any Equity Securities of any such Subsidiary.

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capital stock of, or other equity, voting or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity, voting or similar interest in, any Person. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization (to the extent such concepts exist in such jurisdictions) and has all requisite corporate or other power and authority necessary to enable it to own, lease and operate the properties it purports to own, lease or operate and to conduct its business as it is currently conducted, except to the extent that the failure to be so organized or existing or in good standing or have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is duly qualified or licensed as a foreign entity to do business, and is in good standing, in each jurisdiction (to the extent such concepts exist in such jurisdictions) where the character or location of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except to the extent that the failure to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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respect thereto, was or will be prepared in accordance with GAAP (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that any unaudited interim financial statements are subject to normal and recurring year-end adjustments which have not been and are not expected to be material in amount, individually or in the aggregate.

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Subsidiaries has any Liabilities of a nature required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP, other than (a) Liabilities incurred since the date of the Interim Company Balance Sheet in the ordinary course of business consistent with past practice, (b) Liabilities under this Agreement, expressly permitted to be incurred under this Agreement or otherwise incurred in connection with the Transactions, and (c) Liabilities that, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.

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comprise all of the real property used, occupied or otherwise held by the Company. Section 3.11 of the Company Disclosure Letter lists, for each Company Real Property Leases providing for the payment of annual rent in excess of $250,000 (each, a “Company Material Real Property Lease”), (i) the address of the property to which such Company Material Real Property Lease pertains, (ii) the annual rent and (iii) the purpose of the facility to which such Company Material Real Property Lease pertains.

(ii) compel or require the Company or any of its Subsidiaries to license or transfer any material Company Owned Intellectual Property. Since January 1, 2022, no indemnity claims have been asserted in writing or, to the Knowledge of the Company, threatened against the Company or any Subsidiary of the Company by any customer alleging that any Company Product infringes upon,

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misappropriates, violates or constitutes the unauthorized use of the Intellectual Property of any third Person.

(iii) non-exclusive licenses which are not the primary purpose of, or a material component of, the Contract and (iv) non-disclosure agreements entered into in the ordinary course of business (“Company Out Licenses,” and together with the Company In Licenses, the “Company IP Licenses”).

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Company or a Subsidiary of the Company who was or is involved in the creation or development of any material Company Owned Intellectual Property, has signed and delivered a written Contract that assigns to the Company or a Subsidiary of the Company such Company Owned Intellectual Property or the Company or a Subsidiary of the Company owns such Company Owned Intellectual Property by operation of law. To the Knowledge of the Company, no current or former employee, consultant, or independent contractor of the Company is in violation of such agreement.

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(12) months, there has not been any material failure with respect to any of the Company Systems that has not been remedied or replaced in all respects.

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(B) that cannot be terminated upon thirty (30) days’ or less prior notice without further Liability to the Company or any of its Subsidiaries;

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Company Group Member) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract (other than any Contract the principal purpose of which does not relate to Taxes), or otherwise by operation of Law.

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Plan to the requirements of any applicable Law, as previously disclosed to Parent in writing or as required by this Agreement).

(iv) each insurance contract, trust agreement, group annuity contract, administration and similar material agreements, (v) the most recent summary plan description, including any summary of material modifications thereto, and (vi) all non-routine material correspondence to or from any Governmental Authority relating to any Employee Plan since January 1, 2022.

(ii) have timely made (or timely will make) or, if not yet due, accrued in accordance with applicable Law and GAAP all required contributions, distributions or other amounts payable with respect thereto. No Company Group Member has incurred any material penalty, Tax or other Liability (whether or not assessed) under Sections 4980B, 4980D, 4980H, 6721 or 6722 of the Code.

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Member has any Liability by reason of at any time being considered a single employer under Section 414 of the Code with any other Person.

(i) entitle any current or former employee, director, officer or other service provider of any Company Group Member to any payment (whether in cash or property) or benefit, (ii) increase the amount of any compensation or benefit due to any such Person, (ii) accelerate the time of distribution, payment, funding or vesting of any compensation or benefit due to any such Person,

(iii) result in any forgiveness of indebtedness of any such Person to any Company Group Member,

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employees with respect to their employment with the Company or any of its Subsidiaries. Since January 1, 2022, (i) to the Knowledge of the Company, there have been no labor organizing activities with respect to any employees of the Company or any of its Subsidiaries, (ii) no labor union, labor organization, trade union, works council, or group of employees of the Company and/or any of its Subsidiaries has made a written demand for recognition or certification and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority, and (iii) there have been no unfair labor practice charges, strikes, lockouts, material labor grievances, material labor arbitrations, work stoppages, slowdowns, picketing, handbilling, or other material labor disputes, or, to the Knowledge of the Company, threats thereof, against or affecting the Company or any of its Subsidiaries.

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U.S. Department of Commerce, the International Traffic in Arms Regulations, and any applicable anti-boycott compliance regulations, and (B) all applicable transfer or import

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Laws (“Import Restrictions”), including those administered by U.S. Customs and Border Protection.

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Products to the Company, except such arrangements as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.28 of the Company Disclosure Letter, no broker, finder, investment banker or other Person engaged by or on behalf of the Company or any of its Subsidiaries is entitled to any brokerage, finder’s or other similar fee or commission in connection with the Transactions. Prior to the execution of this Agreement, the Company has made available to Parent a complete and accurate copy of all agreements between the Company and any Person pursuant to such Person would be entitled to any such payment.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS

Except as set forth in the disclosure letter delivered by Parent and the Merger Subs to the Company on the Agreement Date (the “Parent Disclosure Letter”), which expressly identifies the Section (or, if applicable, subsection) to which such exception relates (it being understood and hereby agreed that any disclosure in such disclosure letter relating to one Section or subsection shall also apply to any other Sections and subsections if and to the extent that it is reasonably apparent on the face of such disclosure (without reference to the underlying documents referenced therein) that such disclosure also relates to such other Sections or subsections), Parent and the Merger Subs hereby represent and warrant to the Company as follows:

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and deliver this Agreement, to perform its obligations hereunder, and to consummate the Mergers and the other Transactions in accordance with the terms hereof.

(ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, interfere with, hinder or delay the ability of Parent or the Merger Subs to perform their respective obligations under, or to consummate the Transactions contemplated by, this Agreement.

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(ii) such consents, approvals, orders, licenses, authorizations, registrations, declarations, permits, filings, and notifications as may be required under applicable United States federal and state securities Laws, (iii) the filing of the Company Certificate of Merger, the LLC Certificate of Merger or other documents as required by the DGCL or the DLLCA, as applicable and (iv) such other consents, approvals, orders, registrations, declarations, permits, filings and notifications, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, interfere with, hinder or delay the ability of Parent or the Merger Subs to perform their respective obligations under, or to consummate the transactions contemplated by, this Agreement.

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(b) compliance and performance by the Company with its covenants and agreements hereunder and (c) the most recent financial forecasts for the Company made available to Parent have been prepared in good faith based on upon assumptions that were and continue to be reasonable, (i) the

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amount of the “fair saleable value” of the present assets (measured on a going concern basis) of Parent and its Subsidiaries, taken as a whole, will not be less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of Parent and its Subsidiaries, taken as a whole, as such liabilities become absolute and matured in the ordinary course of business; (ii) the present assets of Parent and its Subsidiaries, taken as a whole, at a fair valuation (measured on a going concern basis), will not be less than their liabilities (including the probable amount of all contingent liabilities), taken as a whole; (iii) the Parent and its Subsidiaries, taken as a whole, will not have an unreasonably small amount of capital for the operation of the businesses in which they are engaged or proposed to be engaged as of such date; and (iv) Parent and its Subsidiaries, taken as a whole, will not have incurred liabilities, including contingent and other liabilities, beyond their ability to pay such liabilities as they mature or become due in the ordinary course of business. For purposes of this Section 4.10, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

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it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on:

ARTICLE V INTERIM OPERATIONS

(b) as set forth in Section 5.1 of the Company Disclosure Letter; (c) as required by applicable Law;

(d) for any reasonable actions taken in good faith to respond to COVID-19 Measures; or (e) as approved in writing in advance by Parent (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time (the “Interim Period”), the Company will, and will cause each of its Subsidiaries to (i) use its reasonable best efforts to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) use its commercially reasonable efforts to pay all fees owed to the members of the Special Committee and any fees and expenses of Vedder Price, P.C., Potter Anderson & Corroon LLP and Kroll, LLC, in their respective capacities as advisors to the Special Committee, and Winston & Strawn LLP (as counsel to the Company), in each case as and when they become due and (iii) use its commercially reasonable efforts to (A) preserve intact in all material respects its present business, (B) keep available the services of its present officers and employees and (C) preserve in all material respects its relationships with customers, suppliers, distributors, licensors, licensees and other Persons with which it has significant business dealings; provided, that no action taken by the Company or any of its Subsidiaries with respect to matters explicitly permitted by an exception to any of Section 5.2(a) through (w) shall be deemed a breach of this Section 5.1.

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individual service provider, (iii) grant any cash, equity or equity-based awards, (iv) hire, engage, promote, temporarily layoff, furlough or terminate (other than for cause) any director, officer, employee or other individual service provider, (v) accelerate the time of vesting, funding or payment of, or increase or decrease, any compensation or benefit payable or provided to any current or former director, officer, employee or other individual service provider, (vi) waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former employee or independent contractor of the Company or its Subsidiaries, or (vii) implement or announce any facility closings, employee layoffs, furloughs, reductions in force, reductions in compensation or other such actions that could implicate WARN;

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Material Contract described in (A) Section 3.14(a)(ix), Section 3.14(a)(x) or Section 3.14(a)(xi) (the “Company Relationship Contracts”), amend in any material respect any such Company Relationship Contract or grant any release or relinquishment of any material rights under any such Company Relationship Contract or (B) Section 3.14(a)(ii), or (iii) except in the ordinary course of business consistent with past practice, enter into any Contract that would be a Material Contract not described in sub-clauses (i) or (ii) of this Section 5.2(n), amend in any material respect any such Material Contract, as the case may be, or grant any release or relinquishment of any material rights under any such Material Contract;

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(ii) furnish to any Third Person any non-public information relating to the Company Group or afford to any Third Person access to the business, properties, assets, books, records or other non- public information, or to any personnel, of the Company Group, in any such case with the intent to induce, or that could reasonably be expected to result in, or in response to, the making, submission or announcement of, or to knowingly encourage, facilitate or assist any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

(iii) enter into, engage in, knowingly encourage, continue or otherwise participate in any discussions, communications or negotiations with any Third Person with respect to any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; (iv) approve, endorse or recommend any offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction, other than an Acceptable Confidentiality Agreement (any such letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other Contract relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement), an “Alternative Acquisition Agreement”). From the Agreement Date until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company will

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be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Company Board (or any committee thereof) (unless (i) the Company Board or the Special Committee has determined in good faith, based on the information then available, after consultation with its outside counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (ii) absent such action by the Company, the applicable provision would prevent any Person or group from making an unsolicited private Acquisition Proposal).

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Recommendation has not been changed); (B) adopt, authorize, approve, endorse, or otherwise declare advisable (or propose to adopt, authorize, approve, endorse, or otherwise declare advisable) an Acquisition Proposal; (C) fail to publicly reaffirm the Company Board Recommendation within three (3) Business Days after Parent so requests in writing (it being understood that the Company will have no obligation to make such reaffirmation on more than two (2) occasions); (D) fail to include the Company Board Recommendation in the Proxy Statement; (E) take or fail to take any formal action or make or fail to make any recommendation or public statement in connection with a tender or exchange offer, other than a recommendation against such offer or a “stop, look and listen” communication by the Company Board (or a committee thereof) to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) (it being understood that the Company Board or the Special Committee may refrain from taking a position with respect to an Acquisition Proposal that is a tender offer or exchange offer until the close of business on the 10th Business Day after the commencement of a tender or exchange offer in connection with such Acquisition Proposal without such action being considered a violation of this Section 5.3;) or (F) formally resolve to effect, publicly announce an intention or resolution to, or agree to take any of the foregoing actions (any action described in clauses (A) through (F), a “Company Board Recommendation Change”); provided, however, that, for the avoidance of doubt, none of (1) a “stop, look and listen” communication by the Company Board or the Special Committee to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication) or (2) the delivery by the Company to Parent of any notice contemplated by Section 5.3(d), will constitute a Company Board Recommendation Change; or

(D) of the definition thereof solely in response to any positive material event, fact, circumstance, development or occurrence that was (A) not known to, or reasonably foreseeable by, the Company Board or the Special Committee as of the Agreement Date but becomes known to the Company Board or the Special Committee, as applicable, after the Agreement Date; and (B) does not relate to (w) any Inquiry or offer or proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal; (x)the fact, in and of itself, that the Company meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the Agreement Date, or changes after the Agreement Date in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in this clause (x) may be considered and taken into account); (y) any fact relating to Parent or its Affiliates; or (z) any change in the composition of the Company Board (each such event, an “Intervening Event”), if the Company Board, acting upon the

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recommendation of the Special Committee, or the Special Committee, as applicable, determine in good faith based on the information then available (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties pursuant to applicable Law and if and only if:

(3) Business Days).

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recommendation of the Special Committee, or the Special Committee has concluded in good faith based on the information then available (after consultation with its financial advisor and outside legal counsel) is a Superior Proposal, then the Company Board or the Special Committee, as applicable, may (x) effect a Company Board Recommendation Change with respect to such Superior Proposal; or (y) authorize the Company to terminate this Agreement pursuant to Section 8.1(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal substantially concurrently with the termination of this Agreement; provided, however, that the Company Board and the Special Committee shall not take any action described in the foregoing clauses (x) or (y) unless:

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however, that in the event of any material modifications to such Acquisition Proposal (it being understood that any change to the financial terms of such proposal shall be deemed a material modification), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of this Section 5.3(d)(ii)(C) with respect to such new written notice (it being understood that the “Proposal Notice Period” in respect of such new written notice will be two (2) Business Days);

(48) hours) notify Parent in writing if the Company, any of its Subsidiaries or any of their respective Representatives receives any Inquiry or offer or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or any material revisions to the terms and conditions of any pending Acquisition Proposals, including the identity of the Person making such Inquiry, Acquisition Proposal, offer or proposal, a summary of the material terms and conditions and copies of any written materials and documents relating thereto provided to the Company or its Representatives. Thereafter, the Company must keep Parent informed, on a reasonably prompt basis, or upon Parent’s reasonable request (and in any event within forty-eight

(48) hours thereafter), of the status (and supplementally provide the material terms) of any such Inquiries, Acquisition Proposals, offers or proposals (including any amendments thereto and any new, amended or revised written materials relating thereto provided by or to the Company or its Representatives) and inform Parent promptly (and in any event within forty-eight (48) hours) of any material correspondence with respect to such Inquiries, offers or proposals. The Company agrees that it shall not, and shall cause its Subsidiaries not to, enter into any confidentiality or other agreement subsequent to the Agreement Date which prohibits the Company from complying with this Section 5.3(e).

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listen” communication by the Company Board or the Special Committee to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any substantially similar communication); (ii) complying with Item 1012(a) of Regulation M-A promulgated under the Exchange Act; or (iii) making any disclosure to the Company Stockholders with respect to an Acquisition Proposal as required by applicable Law, regulation or stock exchange rule or listing agreement; provided, that the Company Board or the Special Committee, as applicable, shall publicly reaffirm the Company Board Recommendation in such disclosure and nothing in the foregoing will be deemed to permit the Company or the Company Board or the Special Committee to effect a Company Board Recommendation Change other than in accordance with Section 5.3(d), and any public disclosure (other than any “stop, look and listen” statement) by the Company or the Company Board and the Special Committee thereof relating to any determination or other action by the Company Board or the Special Committee with respect to any Acquisition Proposal shall be deemed to be a Company Board Recommendation Change unless the Company Board or the Special Committee, as applicable, expressly publicly reaffirm the Company Board Recommendation in such disclosure; provided, further, that any such statement or disclosure made by the Company Board or the Special Committee pursuant to this Section 5.3(f) must be subject to the terms and conditions of this Agreement and will not limit or otherwise modify the effect, if any, that any such action has under this Agreement or the obligations of the Company or the Company Board or the Special Committee and the rights of Parent under this Section 5.3.

ARTICLE VI ADDITIONAL COVENANTS

satisfied; and

authorizations from Governmental Authorities; and (B) make all registrations, declarations and filings with Governmental Authorities, in each case that are necessary or advisable to consummate the Merger.

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in any Other Required Parent Filings will not, at the time that such Other Required Parent Filing is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

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in light of the circumstances under which they were made, not misleading, then the Party that discovers such information will promptly notify the other, and an appropriate amendment or supplement to such filing describing such information will be promptly prepared and filed with the SEC by the appropriate Party (with assistance from the other Party or Parties as appropriate and consistent with this Section 6.2) and, to the extent required by applicable Law or the SEC or its staff, disseminated to the Company Stockholders.

(iii) assist and cooperate with the other Parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable to effectuate the Warrant Adjustment and any exercise of Company Warrants in accordance with the terms of the Warrant Agreement promptly after the Closing, including by (A) preparing communications to inform holders of the Company Warrants of the Warrant Adjustment and (B) coordinating with Continental Stock Transfer & Trust Company, as warrant agent of the Company Warrants, to disseminate such communications, receive and process the exercise of any Company Warrants and disburse funds to holders of such Company Warrants in each case in accordance with the terms of the Warrant Agreement and the Company Warrants. The Company may not file or disseminate any materials to holders of the

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Company Warrants without providing Parent and its counsel a reasonable opportunity to review and comment thereon and the Company shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the other Parties and their respective counsel.

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will submit this Agreement and the Mergers to the Company Stockholders at the Company Stockholder Meeting even if the Company Board or the Special Committee has effected a Company Board Recommendation Change.

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their power to ensure that no Takeover Statute is or becomes applicable to this Agreement, the Mergers or any of the Transactions; and (b) if any Takeover Statute becomes applicable to this Agreement, the Mergers or any of the other Transactions, take all action within their power to ensure that the Mergers and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Mergers and the other Transactions.

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assessments and other charges paid or payable in connection with or in respect of any thereof) and out-of-pocket attorneys’ fees and all other out-of-pocket costs relating to or resulting from such D&O Claim. In addition, from and after the Company Merger Effective Time, each of the Surviving Corporation and Parent shall advance costs and expenses (including attorneys’ fees) as incurred by any Covered Person in connection with any D&O Claim after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined (after exhausting all available appeals) that such Person is not entitled to indemnification. Any Covered Person wishing to claim indemnification under this Section 6.9, upon learning of any claim, action or proceeding in respect of which such indemnification will be sought, shall notify Parent thereof in writing.

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continuing or surviving corporation or entity or transferee of such assets (and their respective successors and assigns), as the case may be, shall assume the obligations set forth in this Section 6.9.

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keep Parent reasonably informed with respect to the status thereof. The Company will (a) give Parent the opportunity to participate (at Parent’s expense) in the defense, settlement or prosecution of any Transaction Litigation; (b) reasonably cooperate and consult with Parent with respect to the defense, settlement and prosecution of any Transaction Litigation; and (c) provide Parent an opportunity to review and to propose comments to all filings or written responses to be made by the Company and give good-faith consideration to any comments proposed by Parent. The Company may not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation unless Parent has consented thereto in writing. For the avoidance of doubt, any Legal Proceeding related to Dissenting Shares will be governed by Section 2.9(c).

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amendment to the OpCo LLC Agreement (the “OpCo LLC Agreement Amendment”) in the form attached hereto as Schedule 6.21.

ARTICLE VII CONDITIONS TO THE MERGERS

(iii) and (iv) in this Section 7.2(a), the representations and warranties of the Company set forth in Article III will be true and correct (without giving effect to any materiality, Company Material Adverse Effect or similar qualifications set forth therein) as of the Agreement Date and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct as of such earlier date), except for such failures to be true and correct that would not, individually or in the aggregate, have a Company Material Adverse Effect;

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earlier date); and (B) are qualified by Company Material Adverse Effect or other materiality qualifications will be true and correct in all respects (without disregarding such Company Material Adverse Effect or other materiality qualifications) as of the Agreement Date and as of the Closing Date as if made at and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will be true and correct in all respects as of such earlier date);

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ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER

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to such time; it being understood that the right to terminate this Agreement pursuant to this Section 8.1(c) will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement)has been the primary cause of, or primarily resulted in, the failure of the Company Merger Effective Time to have occurred prior to the Termination Date;

(30) days prior to such termination (or such shorter period of time as remains prior to the Termination Date, the shorter of such periods, the “Company Breach Notice Period”), stating Parent’s intention to terminate this Agreement pursuant to this Section 8.1(e) and the basis for such termination, it being understood that Parent will not be entitled to terminate this Agreement if (i) such breach has been cured within the Company Breach Notice Period or (ii) the Company has the valid right to terminate this Agreement pursuant to Section 8.1(g);

(30) days prior to such termination (or such shorter period of time as remains prior to the Termination Date, the shorter of such periods, the “Parent Breach Notice Period”), stating the Company’s intention to terminate this Agreement pursuant to this Section 8.1(g) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement pursuant to this Section 8.1(g) if (i) such breach has been cured within the Parent Breach Notice Period or (ii) Parent has the valid right to terminate this Agreement pursuant to Section 8.1(e);

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(B) following the execution and delivery of this Agreement and prior to an Applicable Termination, the Company has received an Acquisition Proposal or an Acquisition Proposal has been publicly made or disclosed and shall not have been publicly withdrawn; and (C) within twelve (12) months following such Applicable Termination, an Acquisition Transaction is consummated or the Company enters into a definitive agreement with respect to such Acquisition Transaction then the Company will, concurrently with the earlier of the execution of the definitive agreement and the consummation of such Acquisition Transaction, pay to Parent an amount equal to $813,771 (the “Company Termination Fee”), in accordance with the payment instructions which have been provided to the Company by Parent by written notice. For purposes of this Section 8.3(b)(i), all references to “20%” and “80%” in the definition of “Acquisition Transaction” will be deemed to be references to “50%.”

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Proceeding that results in a judgment against the Company for the amount set forth in Section 8.3(a) then the Company will pay or cause to be paid to the other party the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) of Parent in connection with such Legal Proceeding, together with interest on such amount or portion thereof at an annual rate equal to the prime rate (as published in The Wall Street Journal (or other authoritative source to the extent no such figure is published by The Wall Street Journal) on the date that such payment or portion thereof was required to be made) plus five percent through the date that such payment or portion thereof was actually received, or a lesser rate that is the maximum permitted by applicable Law (collectively, “Enforcement Expenses”).

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Related Party relating to or arising out of this Agreement or the Transactions. Notwithstanding the foregoing, this Section 8.3(e)(i) will not relieve Parent from liability for any Willful Breach of this Agreement.

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of this Agreement, the failure to consummate the Mergers or any claims or actions under applicable law arising out of any such breach, termination or failure. Other than the Guarantor’s obligations under the Equity Commitment Letter and other than the obligations of Parent and the Merger Subs under this Agreement and the Support Agreement, in no event will Parent, the Merger Subs, any of the Parent Related Parties or any other Person other than Parent, the Merger Subs or the Guarantor have any liability for monetary damages to the Company or any other Person relating to or arising out of this Agreement or the Mergers.

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ARTICLE IX GENERAL PROVISIONS

c/o CORE Industrial Partners, LLC 110 N Wacker Drive

Suite 2000

Chicago, Illinois 60606 Attention: John May Email: john@coreipfund.com

with copies (which will not constitute notice) to: Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 65654

Attention: Benjamin P. Clinger, P.C. Adam M. Wexner, P.C.

Lee M. Blum

Email: bclinger@kirkland.com adam.wexner@kirkland.com lee.blum@kirkland.com

 

-and-

 

Kirkland & Ellis LLP 601 Lexington Avenue

New York, New York 10022 Attention: Edward J. Lee, P.C.

Carlo Zenkner, P.C.

Email: edward.lee@kirkland.com carlo.zenkner@kirkland.com

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Time) to:

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Fathom Digital Manufacturing Corporation 1050 Walnut Ridge Drive

Hartland, WI 53029

Attention: Carey Chen, CEO Email: Carey.Chen@fathommfg.com

with copies (which will not constitute notice) to: Winston & Strawn LLP

35 W. Wacker Drive

Chicago, Illinois 60601

Attention: Steven J. Gavin, Partner Email: SGavin@winston.com

 

-and-

 

Winston & Strawn LLP 200 Park Avenue

New York, New York 10166

Attention: Jason D. Osborn, Partner Email: JOsborn@winston.com

 

-and-

 

Vedder Price P.C.

222 North LaSalle Street, Suite 2400

Chicago, Illinois 60601

Attention: Michael A. Nemeroff Email: mnemeroff@vedderprice.com

 

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Any notice received at the addressee’s location, or by email at the addressee’s email address on any day that is not a Business Day (or that is received after 5:00 p.m. at the addressee's local time on a Business Day) will be deemed to have been received at 9:00 a.m., Eastern time, on the next Business Day. From time to time, any Party may provide notice to the other Parties of a change in its address or email address through a notice given in accordance with this Section 9.2, except that that notice of any change to the address, email address or any of the other details specified in or pursuant to this Section 9.2 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (A) specified in such notice; or (B) that is five (5) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 9.2.

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its rights and obligations pursuant to this Agreement to its Affiliates, it being understood that such assignment will not (a) relieve Parent of any of its obligations hereunder, (b) affect the obligations of the parties to the Equity Commitment Letter, (c) impede or delay the consummation of the Transactions or (d) otherwise impede the rights of the holders of Company Common Stock. Any purported assignment of this Agreement without the consent required herein is null and void.

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9.8(b)(i), (A) the Parties will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement and to enforce specifically the terms and provisions hereof (including the right of the Company to enforce the consummation of the Mergers and the Closing and to cause Parent to enforce the funding of the Equity Financing); (B) the provisions of Section 8.3 are not intended to and do not diminish or otherwise impair in any respect any Party’s right to an injunction, specific performance and other equitable relief; and (C) the right of specific enforcement is an integral part of the Mergers. Notwithstanding anything else to the contrary in this Agreement , it is explicitly agreed that the right of the Company to seek an injunction, specific performance or other equitable remedies in connection with enforcing Parent’s obligation to consummate the Mergers and the Closing and to cause the Equity Financing to be funded to fund the Required Amounts, any Damages Payment (as defined in the Equity Commitment Letter) and Debt Paydown Payment shall be subject to the requirements that (i) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions) and the Closing is required to occur pursuant to Section 2.4, and (ii) the Company has irrevocably confirmed in writing that if the Equity Financing is funded, the Company is ready, willing and able to consummate the Mergers and the Closing and take all actions that are required of it by this Agreement to consummate the Mergers and the Closing pursuant to the terms of this Agreement on the date of such written notice and throughout the immediately subsequent five (5) Business Day period.

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(ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER;

(iii) IT MAKES THIS WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

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information regarding its terms and conditions and not to provide any other factual information regarding the Company or its business. Consequently, Persons other than the Parties may not rely upon the representations and warranties in this Agreement or any description thereof as characterizations of actual facts or circumstances as of the Agreement Date or as of any other date. The information in this Agreement should be considered together with the Company’s public reports filed with the SEC.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first written above.

FATHOM DIGITAL MANUFACTURING INTERMEDIATE, LLC

By: /s/ John May

Name: John May

Title: President

 

 

FATHOM DIGITAL MANUFACTURING MERGER SUB, INC.

By: /s/ John May

Name: John May

Title: President

 

FATHOM DIGITAL MANUFACTURING MERGER SUB 2, LLC

 

By: /s/ John May

Name: John May

Title: President

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first written above.

FATHOM DIGITAL MANUFACTURING CORPORATION

By: /s/ Carey Chen Name: Carey Chen Title: CEO

 

 

FATHOM HOLDCO, LLC

By: /s/ Carey Chen Name: Carey Chen Title: CEO

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Exhibit 10.1

 

 

FOURTH AMENDMENT dated as of February 16, 2024 (this “Amendment”), to the Credit Agreement dated as of December 23, 2021 (as in effect immediately prior to giving effect to this Amendment, the “Existing Credit Agreement”), among FATHOM GUARANTOR, LLC, a Delaware limited liability company (“Holdings”), FATHOM MANUFACTURING, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, pursuant to the Existing Credit Agreement, the Lenders have extended credit to the Borrower pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, Ultimate Parent and the other parties thereto have entered into the Take-Private Agreements;

WHEREAS, the Borrower hereby requests that the Lenders waive, and the Lenders party hereto (the “Consenting Lenders”), which constitute the Required Lenders and the Third Amendment Consenting Term Lenders, are willing to waive, subject to the terms and conditions set forth herein and in the Amended Credit Agreement (as defined below), any Default or Event of Default under the Existing Credit Agreement (a) arising due to failure to comply with Section 6.12(a) of the Existing Credit Agreement with respect to EBITDA as of the last day of the fiscal quarter of Holdings ended December 31, 2023, (b) arising due to failure to timely deliver the “cash flow statement” pursuant Section 5.04(f)(i) of the Existing Credit Agreement for the period ending on December 31, 2023, (c) arising due to any breach, if such breach arises solely as a result of the occurrence and/or the existence of any Waived Default referred to in the other clauses of this paragraph, of any representation or warranty made or deemed to have been made under any Loan Document prior to the Fourth Amendment Effective Date, including in connection with any Borrowing or any issuance, amendment or extension of any Letter of Credit, (d) arising solely as a result of any action taken prior to the Fourth Amendment Effective Date that was prohibited at such time solely due to the existence of any Waived Default referred to in the other clauses of this paragraph,

(e) arising due to any failure of the financial statements of Ultimate Parent and its Subsidiaries delivered pursuant to Section 5.04(b) of the Existing Credit Agreement for the fiscal quarter and the portion of the fiscal year of Ultimate Parent ended September 30, 2023 to comply with the requirements of such Section solely as a result of the matters disclosed to the Administrative Agent and/or the Lenders prior to the Third Amendment Effective Date, (f) arising due to any inaccuracy, as a result of the existence of any Waived Defaults referred to in other clauses of this paragraph, in any Compliance Certificate delivered pursuant to Section 5.04(c) of the Existing Credit Agreement in respect of the fiscal quarter and the portion of the fiscal year of Ultimate Parent ended September 30, 2023 and (g) arising due to any failure by Holdings, the Borrower or any Subsidiary to provide, pursuant to Section 5.05(a) of the Existing Credit Agreement, written notice of the occurrence of any Default or Event of Default referred to in clauses (a) through (g) of this paragraph (collectively, the “Waived Defaults”); and

WHEREAS, the Borrower has requested, and the Administrative Agent and the Consenting Lenders have agreed, to make certain amendments to the Existing Credit Agreement (the Existing Credit Agreement, as so amended, is referred to as the “Amended Credit Agreement”; the Existing Credit Agreement and the Amended Credit Agreement are sometimes collectively referred to as the “Credit Agreement”), subject to the terms and conditions set forth herein and in the Amended Credit Agreement.

1

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Exhibit 10.1

 

 

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Amended Credit Agreement. The rules of construction specified in Section 1.02 of the Amended Credit Agreement also apply to this Amendment, mutatis mutandis.

SECTION 2. Waiver. (a) In reliance upon the representations and warranties set in Section 4 hereof, and subject to the satisfaction (or waiver by the Consenting Lenders) of the conditions to effectiveness set forth in Section 5 hereof, as of the Fourth Amendment Effective Date (as defined below), each Lender party hereto hereby irrevocably and forever waives the Waived Defaults, including all rights and remedies of each Lender under the Amended Credit Agreement and the other Loan Documents with respect to the Waived Defaults, with such waiver having retroactive effect to the date on which the applicable Default or Event of Default occurred or may have occurred.

(b) The Loan Parties acknowledge and agree that the waiver set forth in Section 2(a) above is limited precisely as written and shall not be deemed to (i) be an amendment, consent or waiver of any other terms or conditions of the Amended Credit Agreement or any other Loan Document, (ii) constitute a waiver of any right or remedy of the Administrative Agent, any Issuing Bank or any Lender under the Loan Documents other than the Waived Defaults (all such rights and remedies being expressly reserved by the Administrative Agent, the Issuing Banks and the Lenders) or (iii) establish a custom or course of dealing or conduct between the Administrative Agent and the Lenders, on the one hand, and the Borrower or the other Loan Parties, on the other hand.

SECTION 3. Amendments to the Existing Credit Agreement. Effective as of the Fourth Amendment Effective Date:

SECTION 4. Representations and Warranties. Each of Holdings and the Borrower represents and warrants to the other parties hereto on the date hereof that:

 

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2

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Exhibit 10.1

 

 

SECTION 5. Effectiveness of this Amendment. This Amendment shall become effective as of the first date (the “Fourth Amendment Effective Date”) on which on which each of the following conditions is satisfied (or waived by the Consenting Lenders):

 

 

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3

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Exhibit 10.1

 

 

The Administrative Agent shall promptly notify Holdings, the Borrower and the Lenders of the occurrence of the Fourth Amendment Effective Date and such notice shall be conclusive and binding.

SECTION 6. Reaffirmation by the Loan Parties. Each Loan Party, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants Liens or security interests in its property or acts as a borrower or guarantor, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (b) to the extent such Loan Party granted Liens on or security interests in any of its property pursuant to any such Loan Document as security for, or guaranteed, any Secured Obligations under the Loan Documents, ratifies and reaffirms such grant of Liens and security interests and such guarantee and confirms and agrees that such Lien and security interests hereafter secure and such guarantee hereafter guarantees such Secured Obligations as amended hereby. Each Loan Party hereby acknowledges that each of the Loan Documents to which it is a party remains in full force and effect and is hereby ratified and reaffirmed.

SECTION 7. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any Lender or Issuing Bank under the Existing Credit Agreement or any other Loan Document, and except as expressly set forth herein, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which shall continue in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party on any other occasion to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the Fourth Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Existing Credit Agreement, shall refer to the Amended Credit Agreement, and the term “Credit Agreement”, as used in any other Loan Document, shall mean the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 8. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by emailed .pdf or any other electronic means that reproduces an image of

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4

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Exhibit 10.1

 

 

the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Incorporation by Reference. Sections 9.11, 9.12, 9.13(b),

9.14 and 9.15 of the Amended Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

[The remainder of this page intentionally left blank.]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

 

 

FATHOM GUARANTOR, LLC FATHOM MANUFACTURING, LLC

CENTEX MACHINE AND WELDING LLC INCODEMA BUYER LLC

INCODEMA HOLDINGS LLC LASER MANUFACTURING, LLC ICO MOLD, LLC

KEMEERA LLC

MIDWEST COMPOSITE TECHNOLOGIES, LLC MCT GROUP HOLDINGS, LLC

MCT REAL ESTATE, LLC SUMMIT PLASTICS, LLC SUMMIT TOOLING, LLC DAHLQUIST MACHINE, LLC INCODEMA, LLC

MAJESTIC METALS, LLC NEWCHEM, LLC PRECISION PROCESS LLC SURESHOT PRECISION, LLC

 

By:

/s/ Carey Chen

Name: Carey Chen

Title: Chief Executive Officer

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JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent and as a Lender,

 

 

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By:



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/s/ Sally Weiland

Name: Sally Weiland

Title: Authorized Officer

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CIBC BANK USA, as a Lender,

 

 

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By:



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/s/ Peter B. Campbell Name: Peter B. Campbell Title: Managing Director

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BMO HARRIS BANK, NA, as a Lender,

 

 

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By:



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/s/ Gregory Haar

Name: Gregory Haar

Title: Assistant Vice President

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STIFEL BANK & TRUST, as a Lender,

 

 

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By:



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/s/ Daniel P. McDonald Name: Daniel P. McDonald Title: Vice President

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ANNEX I

[See attached.]

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EXHIBIT I

[See attached.]

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CREDIT AGREEMENT

dated as of December 23, 2021, among

FATHOM GUARANTOR, LLC, FATHOM MANUFACTURING, LLC,

the LENDERS party hereto and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 

 

 

JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger, and

CIBC BANK USA,

as Documentation Agent

 

 

 

 

[CS&M Ref. No. 6702-355]

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

 

SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Terms Generally	48
SECTION 1.03. SECTION 1.04.	Effectuation of Transfers Status of Obligations49		49

SECTION 1.05. Interest Rates; Benchmark Notification 4950 SECTION 1.06. Leverage Ratios 4950

SECTION 1.07. Divisions 50

SECTION 1.08. Negative Covenant Compliance 50

ARTICLE II THE CREDITS

SECTION 2.01. Commitments 5051

SECTION 2.02.	Loans and Borrowings	5051
SECTION 2.03.	Requests for Borrowings	5152
SECTION 2.04.	Swingline Loans 5253
SECTION 2.05.	Letters of Credit 54
SECTION 2.06.	Funding of Borrowings	59
SECTION 2.07.	Interest Elections 5960

SECTION 2.08. Termination and Reduction of Commitments 6061 SECTION 2.09. Repayment of Loans; Evidence of Debt 6162

SECTION 2.10. Notice of Repayment of Loans and Amortization of Term Loans 62

SECTION 2.11. Prepayment of Loans 63

SECTION 2.12. Fees 65

SECTION 2.13. Interest 6667

SECTION 2.14. Alternate Rate of Interest 6768 SECTION 2.15. Increased Costs 6970

SECTION 2.16. Break Funding Payments 71

SECTION 2.17. Taxes 71

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 7475 SECTION 2.19. Mitigation Obligations; Replacement of Lenders 7677

SECTION 2.20. Increase in Revolving Facility Commitments and/or Incremental Term Loans 7778

SECTION 2.21. [Reserved] 7980

SECTION 2.22. [Reserved] 7980

SECTION 2.23. Defaulting Lenders 7980

SECTION 2.24. Banking Services and Swap Agreements 82

ARTICLE III REPRESENTATIONS AND WARRANTIES

 

SECTION 3.01.	Organization; Powers	8283
SECTION 3.02.	Authorization 8283

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SECTION 3.03.	Enforceability 83	i

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SECTION 3.04. Governmental Approvals 83

SECTION 3.05. Financial Statements 8384 SECTION 3.06. No Material Adverse Effect 8384

SECTION 3.07. Title to Properties; Possession Under Leases 8384 SECTION 3.08. Litigation; Compliance with Laws 8485 SECTION 3.09. Federal Reserve Regulations 8485

SECTION 3.10. Investment Company Act 85

SECTION 3.11. Use of Proceeds 85

SECTION 3.12. Tax Returns 8586

SECTION 3.13. No Material Misstatements 86

SECTION 3.14. Employee Benefit Plans 8687

SECTION 3.15. Environmental Matters 8687

SECTION 3.16. Solvency 8788

SECTION 3.17. Labor Matters 8788

SECTION 3.18. Insurance 88

SECTION 3.19. Anti-Corruption Laws and Sanctions 88 SECTION 3.20. Affected Financial Institutions 8889 SECTION 3.21. Security Interest in Collateral 8889 SECTION 3.22. Capitalization and Subsidiaries 8889

 

SECTION 4.01.	Effective Date	89
SECTION 4.02.	All Credit Events	9091

ARTICLE IV CONDITIONS OF LENDING

ARTICLE V AFFIRMATIVE COVENANTS

SECTION 5.01. Existence; Businesses and Properties 9192 SECTION 5.02. Insurance 92

SECTION 5.03. Taxes 93

SECTION 5.04. Financial Statements, Reports, etc 9394 SECTION 5.05. Litigation and Other Notices 95 SECTION 5.06. Compliance with Laws 9596

SECTION 5.07. Maintaining Records; Access to Properties and Inspections 96

SECTION 5.08. Use of Proceeds 96

SECTION 5.09. Compliance with Environmental Laws 96

SECTION 5.10. Further Assurances 9697

SECTION 5.11. Fiscal Year 9798 SECTION 5.12. Post-Closing Matters9798

SECTION 5.13. Collateral Information 9798

SECTION 5.14. Lender Calls 98

SECTION 5.15. Third Amendment Term Loan PrepaymentTake-Private Agreements 98

ARTICLE VI NEGATIVE COVENANTS

SECTION 6.01. Indebtedness9899

SECTION 6.02. Liens 101

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SECTION 6.03. Sale and Lease-Back Transactions 103104

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SECTION 6.04. Investments, Loans and Advances 104

SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions 106 SECTION 6.06. Dividends and Distributions 107108

SECTION 6.07. Transactions with Affiliates 109

SECTION 6.08. Business of the Borrower and the Subsidiaries 110

SECTION 6.09. Limitation on Modifications of Organizational Documents; Modifications of Subordinated Indebtedness; and Burdensome Agreements 110

SECTION 6.10. Interest Coverage Ratio 111112

SECTION 6.11. Net Leverage Ratio 111112

SECTION 6.12. Minimum EBITDA and Liquidity 112113 SECTION 6.13. Swap Agreements 112113

SECTION 6.14. Designated Senior Debt 113

SECTION 6.15. Restricted Debt Payments 113

SECTION 6.16. Permitted Activities of Holdings 113114 SECTION 6.17. Third Amendment Term Loan Prepayment 114115 SECTION 6.18. Take-Private Payments 115

ARTICLE VII EVENTS OF DEFAULT

SECTION 7.01. Events of Default 115

SECTION 7.02. Right to Cure 117118

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Authorization and Action 118119

SECTION 8.02. Administrative Agent’s Reliance, Indemnification, Etc 121

SECTION 8.03. Posting of Communications 122

SECTION 8.04. The Administrative Agent Individually 123

SECTION 8.05. Successor Administrative Agent 123124

SECTION 8.06. Acknowledgements of Lenders and Issuing Bank 124125 SECTION 8.07. Collateral Matters 126

SECTION 8.08. Credit Bidding 126127

SECTION 8.09. Certain ERISA Matters 127128

SECTION 8.10. Flood Laws 128129

ARTICLE IX MISCELLANEOUS

SECTION 9.01. Notices 128129

SECTION 9.02. Survival of Agreement 131

SECTION 9.03. Integration; Binding Effect 131

SECTION 9.04. Successors and Assigns 131132

SECTION 9.05. Expenses; Indemnity; Limitation of Liability, Etc 136137 SECTION 9.06. Right of Set-off 139

SECTION 9.07. Applicable Law 139

SECTION 9.08. Waivers; Amendment 139

SECTION 9.09. Interest Rate Limitation 141142

SECTION 9.10. Entire Agreement 141142 SECTION 9.11. WAIVER OF JURY TRIAL 142

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SECTION 9.12. Severability 142

SECTION 9.13. Counterparts; Electronic Execution 142143

SECTION 9.14. Headings 143144

SECTION 9.15. Jurisdiction; Consent to Service of Process 143144 SECTION 9.16. Confidentiality 144

SECTION 9.17. Release of Liens and Guarantees 145146

SECTION 9.18. U.S. Patriot Act and Beneficial Ownership Regulation Notice 146 SECTION 9.19. [Reserved] 146

SECTION 9.20. Termination or Release 146

SECTION 9.21. Pledge and Guarantee Restrictions 146147 SECTION 9.22. No Fiduciary Duty 147

SECTION 9.23. Acknowledgement and Consent to Bail-In of Affected Financial Institutions 147148

SECTION 9.24. Acknowledgement Regarding Any Supported QFCs 148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibits and Schedules

Exhibit A Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Request

Exhibit B-2 Form of Swingline Borrowing Request Exhibit C Form of Collateral Agreement

Exhibit D Form of Interest Election Request Exhibit E-1 Form of Revolving Note

Exhibit E-2 Form of Term Note

Exhibit F-1 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit F-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit F-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit F-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

Exhibit G List of Closing Documents

Exhibit H Form of Effective Date Solvency Certificate Exhibit I Form of Compliance Certificate

Schedule 1.01 Certain Subsidiaries Schedule 2.01 Commitments

Schedule 3.01 Organization and Good Standing Schedule 3.12 Taxes

Schedule 3.15 Environmental Matters Schedule 3.22 Capitalization; Subsidiaries Schedule 5.12 Post-Closing Matters Schedule 6.01 Indebtedness

Schedule 6.02 Liens

Schedule 6.04 Investments

Schedule 6.07 Transactions with Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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CREDIT AGREEMENT

CREDIT AGREEMENT dated as of December 23, 2021 (this “Agreement”), among FATHOM GUARANTOR, LLC, a Delaware limited liability company, FATHOM MANUFACTURING, LLC, a Delaware limited liability company, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acquisition-Related Incremental Term Loans” shall have the meaning assigned to such term in Section 2.20.

“Adjusted Daily Simple SOFR” shall mean an interest rate per annum equal to (a) the Daily Simple SOFR plus (b) 0.10% per annum; provided that if the Adjusted Daily Simple SOFR as so determined would be less than zero, such rate shall be deemed to be zero.

“Adjusted Term SOFR” shall mean, with respect to any Term SOFR Borrowing for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period plus (b) 0.10% per annum; provided that if the Adjusted Term SOFR as so determined would be less than zero, such rate shall be deemed to be zero.

“Administrative Agent” shall mean JPMorgan (including any of its designated branch offices and affiliates), in its capacity as administrative agent and collateral agent hereunder and under the other Loan Documents, and its successors in such capacity as provided in Article VIII.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section

2.12(c).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in a form supplied by the Administrative Agent.

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“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any

U.K. Financial Institution.

“Affiliate” shall mean, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent-Related Person” shall have the meaning assigned to such term in Section 9.05(d).

“Agreed Security Principles” shall mean any grant of a Lien or provision of a guarantee by any Person that could:

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% per annum and (c) the Adjusted Term SOFR for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% per annum. For purposes of clause (c) above, the Adjusted Term SOFR on any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology); provided that if such rate shall be less than zero, such rate shall be deemed to be zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR, as the case may be. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. Notwithstanding anything to the contrary in this

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definition, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1% per annum, such rate shall be deemed to be 1% per annum for purposes of this Agreement.

“Ancillary Document” shall have the meaning assigned to such term in Section 9.13(b).

“Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to Holdings, the Borrower or their respective Affiliates from time to time concerning or relating to bribery or corruption.

“Applicable Margin” shall mean, for any day with respect to any Term SOFR Loan or, if applicable pursuant to Section 2.14, any Daily Simple SOFR Loan, that is a Revolving Facility Loan or Term Loan and any ABR Loan that is a Revolving Facility Loan, a Swingline Loan or Term Loan, and with respect to the Commitment Fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Term SOFR/Daily Simple SOFR Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Net Leverage Ratio applicable on such day:

 

Level	Net Leverage Ratio	Term SOFR/Daily Simple SOFR Spread	ABR Spread	Commitment Fee Rate
I	≥ 5.00 to 1.00	4.25%	3.25%	0.50%
II	≥ 4.50 to 1.00 but < 5.00 to 1.00	4.00%	3.00%	0.50%
III	≥ 4.00 to 1.00 but < 4.50 to 1.00	3.75%	2.75%	0.50%
IV	≥ 3.25 to 1.00 but < 4.00 to 1.00	3.50%	2.50%	0.50%
V	≥ 2.75 to 1.00 but < 3.25 to 1.00	3.00%	2.00%	0.40%
VI	≥ 2.25 to 1.00 but < 2.75 to 1.00	2.75%	1.75%	0.35%
VII	≥ 1.75 to 1.00 but < 2.25 to 1.00	2.50%	1.50%	0.30%

 

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VIII	< 1.75 to 1.00	2.25%	1.25%	0.25%

 

For purposes of the foregoing, (a) the Net Leverage Ratio shall be determined as of the last day of each fiscal quarter of Holdings’ fiscal year based upon the consolidated financial information of Holdings and its Subsidiaries delivered pursuant to Section 5.04(a) or 5.04(b) and the related Compliance Certificate delivered by the Borrower pursuant to Section 5.04(c) and (b) each change in the Applicable Margin resulting from a change in the Net Leverage Ratio shall be effective on the first Business Day after the date of delivery to the Administrative Agent of such consolidated financial information and the related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that until the Administrative Agent’s receipt of the consolidated financial information of Holdings and its Subsidiaries delivered pursuant to Section 5.04(b) and the related Compliance Certificate delivered by the Borrower pursuant to Section 5.04(c) for the later of (i) the first fiscal quarter of Holdings ending after Effective Date and (ii) March 31, 2022, the Net Leverage Ratio shall be deemed to be (A) in Level V or (B) if the Net Leverage Ratio as of the Effective Date, calculated on a Pro Forma Basis after giving effect to the Transactions contemplated to occur on or prior to the Effective Date, is greater than or equal to 3.25:1.00, in Level IV; provided further that the Net Leverage Ratio shall be deemed to be in Level I at the option of the Administrative Agent or the Required Lenders, at any time during which the Borrower fails to deliver the consolidated financial information required to be delivered pursuant to Section 5.04(a) or 5.04(b) or the related Compliance Certificate required to be delivered pursuant to Section 5.04(c), in each case within five (5) days of when required to be delivered hereunder, during the period from the expiration of the time for delivery thereof until such consolidated financial information and Compliance Certificate are delivered; provided further that the Net Leverage Ratio shall be deemed to be in Level I at all times commencing with, and including, the Third Amendment Effective Date until, but excluding, the first Business Day after the date of delivery to the Administrative Agent of the consolidated financial information of Holdings and its Subsidiaries delivered pursuant to Section 5.04(b) and the related Compliance Certificate delivered by the Borrower pursuant to Section 5.04(c), in each case for the fiscal quarter of Holdings ending on JuneSeptember 30, 2024.

If at any time the Administrative Agent determines that the financial statements upon which the Applicable Margin was determined were incorrect (whether based on a restatement, fraud or otherwise), or any ratio or compliance information in any certification was incorrectly calculated, relied on incorrect information or was otherwise not accurate, true or correct, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period than the Applicable Margin applied for such period, the Borrower shall be required to retroactively pay any additional amount that the Borrower would have been required to pay if such financial statements, certification or other information had been accurate and/or computed correctly at the time they were delivered.

“Applicable Parties” shall have the meaning assigned to such term in Section 8.03(c).

“Applicable Percentage” shall mean, with respect to any Lender, (a) with respect to Revolving Facility Loans, Revolving L/C Exposure or Swingline Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Facility Commitment and the denominator of which is the aggregate Revolving Facility Commitments of all Revolving Facility Lenders (if the Revolving Facility Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Facility Commitments most recently in effect, giving effect to any assignments) and (b) with respect to the Term Loans, (i) at any time prior to advancing the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s Term Loan Commitment and the denominator of which is the aggregate Term Loan Commitments of all Term Lenders and (ii) at any time after advancing the Term

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Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding amount of the Term Loans of all Term Lenders; provided that, in the case of each of the foregoing clauses (a) and (b), in the case of Section 2.23 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Facility Commitment and/or Term Loan Commitment, as applicable, shall be disregarded in the calculation.

“Approved Electronic Platform” shall have the meaning assigned to such term in Section

8.03(a).

“Approved Fund” shall have the meaning assigned to such term in Section 9.04(b).

“Arranger” shall mean JPMorgan, in its capacity as sole bookrunner and sole lead arranger

hereunder.

“Assignment and Acceptance” shall mean an assignment and acceptance agreement entered into by a Lender and an assignee, and accepted by the Administrative Agent and the Borrower (if required by such assignment and acceptance), in the form of Exhibit A or such other form (including electronic records generated by the use of an electronic platform) as shall be approved by the Administrative Agent.

“Available Amount” shall mean, at any time (the “Reference Date”), an amount equal to:

plus

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“Available Amount Conditions” shall mean, immediately before and after giving effect to the applicable Available Amount Transaction, (a) no Event of Default shall be continuing and (b) other than the use of the Available Amount received under clause (a)(iii) of the definition of Available Amount (provided that (x) the foregoing exception to this clause (b) shall be applicable solely after the making of the Third Amendment Term Loan Prepayment and (y) in the case of such use under Section 6.15(d), to the extent such Available Amount received under clause (a)(iii) of the definition of Available Amount was received prior to the Third Amendment Effective Date, the foregoing exception to this clause (b) shall be applicable solely after the Covenant Relief Period), (i) with respect to any Investment, the Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period, does not exceed 3.00 to 1.00, or (ii) with respect to any Restricted Payment or Restricted Debt Payment, the Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently ended Test Period, does not exceed 2.75 to 1.00.

“Available Amount Transaction” shall mean an Investment pursuant to Section 6.04(j), a Restricted Payment pursuant to Section 6.06(f) and/or a Restricted Debt Payment pursuant to Section 6.15(d), in each case made in reliance on the Available Amount.

“Available Tenor” shall mean, as of any date of determination and with respect to the then- current Benchmark, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of the term “Interest Period” pursuant to Section 2.14(b)(iv).

“Available Unused Commitment” shall mean, with respect to a Lender, at any time of determination, an amount equal to the sum of such Lender’s Available Unused Revolving Commitment and Available Unused Term Loan Commitment.

“Available Unused Revolving Commitment” shall mean, with respect to a Revolving Facility Lender, at any time of determination, an amount equal to the amount by which (a) the Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.

“Available Unused Term Loan Commitment” shall mean, with respect to a Term Lender, at any time of determination, an amount equal to the amount by which (a) the Term Loan Commitment of such Term Lender at such time exceeds (b) the outstanding Term Loans of such Term Lender at such time.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any

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other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings).

“Banking Services” shall mean each and any of the following bank services provided to the Borrower or any Subsidiary by any Lender and/or any of their Affiliates and/or any Person that at the time of entering into any agreement in respect of such bank services was a Lender or an Affiliate of a Lender: (a) credit cards for commercial customers (including commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant processing services and (d) treasury management services (including controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Agreement” shall mean any agreement entered into by the Borrower or any Subsidiary in connection with Banking Services.

“Banking Services Obligations” shall mean any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Event” shall mean, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” shall mean, initially, the Term SOFR; provided that if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to the Term SOFR or the then-current Benchmark, as applicable, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.14(b)(i).

“Benchmark Replacement” shall mean, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

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benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in Dollars at such time in the United States and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in Dollars at such time in the United States.

“Benchmark Replacement Conforming Changes” shall mean, with respect to any Benchmark Replacement and/or any Term SOFR Loan, any technical, administrative or operational changes (including changes to the definition of the term “Alternate Base Rate,” the definition of the term “Business Day,” the definition of the term “Interest Period,” the definition of the term “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” shall mean, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:

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referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (x) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and

(y) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean, with respect to any Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (b) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

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“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Benefit Plan” shall mean any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party shall mean an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Binding Agreement” shall have the meaning assigned to such term in Section 5.15.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in the case of any limited liability company, the board of managers or managing member of such Person, (iii) in the case of any partnership, the general partners of such partnership (or the board of directors of the general partner of such Person, if any) and (iv) in any case, the functional equivalent of the foregoing.

“Bona Fide Lending Affiliate” shall mean any debt fund, investment vehicle, regulated bank entity or unregulated lending entity that, as reasonably determined by the Borrower or the Sponsor in consultation with the Administrative Agent, is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds and similar extensions of credit in the ordinary course of business; provided that Bona Fide Lending Affiliates shall not include any debt fund, investment vehicle, regulated bank entity or unregulated lending entity that engages in (A) the acquisition or trading of distressed debt (other than the disposal of distressed debt that was not distressed when acquired (or loaned) by that Person) or (B) investment strategies that include the purchase of loans, other debt securities or equity securities with the intention of owning the equity or gaining control of a business (directly or indirectly).

“Borrower” shall mean Fathom Manufacturing, LLC, a Delaware limited liability

company.

“Borrowing” shall mean (a) Revolving Facility Loans of the same Type, made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect, (b) Term Loans of the same Type made, converted or continued on the same date and, in the case of Term SOFR Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.

“Borrowing Minimum” shall mean (a) in the case of any Borrowing other than a Swingline Borrowing, U.S.$500,000 and (b) in the case of a Swingline Borrowing, U.S.$250,000.

“Borrowing Multiple” shall mean (a) in the case of any Borrowing other than a Swingline Borrowing, U.S.$500,000 and (b) in the case of a Swingline Borrowing, U.S.$250,000.

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“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B-1 or any other form approved by the Administrative Agent.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Daily Simple SOFR Loan or a Term SOFR Loan and any interest rate settings, fundings, disbursements, settlements or payments of any Daily Simple SOFR Loans or Term SOFR Loans, or any other dealings in respect of such Loans referencing the Adjusted Daily Simple SOFR or the Adjusted Term SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.

“Capital Expenditures” shall mean, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Loan Parties prepared in accordance with GAAP but excluding in each case (a) any such expenditure made in accordance with the terms of this Agreement (i) to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation, (ii) with the proceeds of the sale or other disposition of any assets, equity proceeds, insurance proceeds or Indebtedness (other than Revolving Facility Loans) or (iii) as the purchase price of any Permitted Business Acquisition or any investment in Equity Interests permitted by Section 6.04, and

(b) any such expenditure to the extent resulting from the trade-in of equipment or other assets.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. For purposes of Section 6.02, a Capital Lease Obligation shall be deemed to be secured by a Lien on the property being leased and such property shall be deemed to be owned by the lessee.

“Change in Control” shall mean the earlier to occur of:

“Change in Law” shall mean the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following:

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(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued, implemented or promulgated.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Facility Loans, Term Loans or Swingline Loans.

“CME Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“CNI Growth Amount” shall mean, at any time, an amount determined on a cumulative basis for each fiscal quarter of Holdings (commencing with the first fiscal quarter of Holdings ending after the Effective Date) with respect to which (or with respect to the fiscal year of Holdings that includes such fiscal quarter) financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b) equal to (a) 50% of Consolidated Net Income for such fiscal quarter, if Consolidated Net Income for such fiscal quarter is greater than zero, minus (b) in the case of any such fiscal quarter for which Consolidated Net Income is less than zero, 100% of the absolute value of such amount; provided that the CNI Growth Amount shall not be less than zero.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” shall mean any and all assets of any Loan Party, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Security Documents as security for the Secured Obligations.

“Collateral Agreement” shall mean the Guarantee and Collateral Agreement, dated as of the date hereof, as amended, supplemented or otherwise modified from time to time, substantially in the form of Exhibit C, among Holdings, the Borrower, each Subsidiary Loan Party and the Administrative Agent.

“Collateral and Guarantee Requirement” shall mean the requirement that:

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any Loan Party, except, with respect to the Equity Interests of any Foreign Subsidiary, to the extent that a pledge of such Equity Interests is not permitted under Section 9.21; and the Administrative Agent shall have received all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

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completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such Material Real Property) and (iv) if reasonably requested by the Administrative Agent, such customary surveys (which may be aerial surveys (e.g., “express map” or “Zip Map”) or other maps sufficient for the title insurance company to remove a standard survey exception from, and to issue customary survey-dependent endorsements to, the title insurance policies relating to such Material Real Property and, if such survey-dependent endorsements are not available in connection with the maps described above, surveys (or survey updates, to the extent sufficient to obtain survey coverage under the applicable title insurance policies), provided that the Administrative Agent may in its reasonable discretion accept any existing survey in the possession of any Loan Party so long as such existing survey satisfies any applicable local law requirements and so long as such existing survey (together with any affidavit or certificate of no change that may be delivered by the Borrower to the title insurance company) enables the title insurance company to issue any applicable title insurance policies without a general survey exception and with the customary survey-dependent endorsements), legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgage or Material Real Property; provided that, notwithstanding any provision of any Loan Document to the contrary, if any mortgage Tax or similar Tax or charge would be payable with respect to any Mortgage based on the amount of the Indebtedness or other obligations secured by such Mortgage, then, to the extent permitted by, and in accordance with, applicable law, the maximum amount secured by such Mortgage shall be limited to an amount not to exceed the fair market value of the applicable Material Real Property (determined as set forth in the definition of such term) at the time such Mortgage is entered into;

“Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a).

“Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and Term Loan Commitment, (b) with respect to the Swingline Lender, the Swingline Sublimit (provided that the Swingline Lender shall have no obligation to make any Swingline Loan) and

(c) with respect to any Issuing Bank, such Issuing Bank’s L/C Sublimit, as applicable.

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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“Communications” shall mean, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or the Issuing Bank by means of electronic communications pursuant to Section 8.03(c), including through an Approved Electronic Platform.

“Compliance Certificate” shall have the meaning assigned to such term in Section 5.04(c).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Debt” at any date shall mean (without duplication) all Indebtedness (in each case, excluding intercompany Indebtedness among Holdings and its Subsidiaries) consisting of borrowed money, purchase money indebtedness, Capital Lease Obligations, debt evidenced by bonds, notes, debentures, indentures, credit agreements and similar instruments, indebtedness constituting the deferred purchase price of assets or services ((a) solely to the extent constituting a balance sheet liability in accordance with GAAP and (b) excluding any earn-out or similar obligation, except to the extent past due and payable), unreimbursed amounts owing in respect of letter of credit and similar facilities, and any Guarantees of the foregoing items of Holdings and its Subsidiaries determined on a consolidated basis on such date.

“Consolidated Net Debt” at any date shall mean Consolidated Debt of Holdings and its Subsidiaries determined on a consolidated basis on such date minus the lesser of (a) Unrestricted Cash of Holdings and its Subsidiaries on such date and (b) U.S.$20,000,000.

“Consolidated Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income of such Person and its subsidiaries for such period, on a consolidated basis; provided, however, that:

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“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“CORE” shall mean CORE Industrial Partners, LLC.

“Corresponding Tenor” with respect to any Available Tenor shall mean, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covenant Changeover Date” shall mean, at the election of the Borrower in its sole discretion, the last day of any fiscal quarter of Holdings ending on or after March 31, 2025 that has been designated by the Borrower as the “Covenant Changeover Date” in a Covenant Changeover Date Notice delivered to the Administrative Agent. For the avoidance of doubt, once the Covenant Changeover Date has occurred, in no event will the Covenant Changeover Date later be deemed not to have occurred.

“Covenant Changeover Date Notice” means a written notice delivered by the Borrower to the Administrative Agent pursuant to which the Borrower designates the last day of any fiscal quarter of Holdings ending on or after March 31, 2025 as the “Covenant Changeover Date”; provided that (a) only one such notice may delivered under this Agreement, (b) any such notice shall be irrevocable and (c) such notice shall set forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10(b) and 6.11(b) as of the Covenant Changeover Date.

“Covenant Relief Period” shall mean the period commencing on the last day of the fiscal quarter of Holdings ending on September 30, 2022 and ending on, and including, the last day of the fiscal quarter of Holdings ending on December 31, 2024; provided that, for purposes of Sections 6.03, 6.06 and

6.15 and any defined term used in any such Section, the term “Covenant Relief Period” shall mean the period commencing on the last day of the fiscal quarter of Holdings ending on September 30, 2022 and ending the earlier of (a) the date on which the Secured Obligations have been repaid in full and all Commitments have been terminated and (b) so long as Holdings and the Borrower are in compliance with the covenants contained in Sections 6.10(b) and 6.11(b) as of the Covenant Changeover Date, the Covenant Changeover Date.

“Covered Entity” shall mean any of the following:

C.F.R. § 47.3(b); or

C.F.R. § 382.2(b).

“Covered Party” shall have the meaning assigned to such term in Section 9.24.

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“Credit Event” shall mean a Borrowing, the issuance, amendment or extension of a Letter of Credit, an L/C Disbursement or any of the foregoing.

“Credit Party” shall mean the Arranger, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

“Credit Support” shall mean (a) an unconditional guaranty of payment (and not merely of collection) of the Term Loans held by the Third Amendment Consenting Term Lenders in an amount equal to the Credit Support Amount provided by CORE or any Investment Affiliate having undrawn capital commitments of not less than the Credit Support Amount (and/or provided by (i) an existing equity investor in Ultimate Parent or any Affiliate of such investor or (ii) a third party, in the case of clauses (i) and (ii), that is reasonably acceptable to the Majority Third Amendment Consenting Term Lenders (such acceptance not to be unreasonably withheld, delayed or conditioned)) or (b) a letter of credit issued by a bank of recognized national reputation in the face amount of the Credit Support Amount, the account party in respect of which is a Person other than Ultimate Parent or any of its Subsidiaries, in each case under clauses

(a) and (b), in form and substance reasonably acceptable to the Third Amendment Consenting Term Lenders (such acceptance not to be unreasonably withheld, delayed or conditioned), in favor of the Third Amendment Consenting Term Lenders and enforceable or drawable, as applicable, by the Third Amendment Consenting Term Lenders (x) if the Third Amendment Term Loan Prepayment is not made when due or (y) upon the occurrence of a Bankruptcy Event in respect of Ultimate Parent, Holdings, the Borrower or any of their respective Subsidiaries (and, to the extent such Bankruptcy Event is an involuntary proceeding or petition, such Bankruptcy Event having continued undismissed for sixty (60) days or an order or decree approving or ordering the relief sought therein shall be entered).

“Credit Support Amount” shall mean such amount, which shall not be less than U.S.$50,000,000 in the aggregate, as would result in the aggregate Term Loan exposure held by any Third Amendment Consenting Term Lender, to be reduced by an amount equal to such reduction that would occur had the Third Amendment Term Loan Prepayment been made on the date of determination.

“Cure Expiration Date” shall have the meaning assigned to such term in Section 7.02.

“Cure Right” shall have the meaning assigned to such term in Section 7.02.

“Daily Simple SOFR” shall mean, for any day, (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day that is five U.S. Government Securities Business Days prior to (a) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day, or (b) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Daily Simple SOFR Borrowing” shall mean a Borrowing comprised of Daily Simple

SOFR Loans.

“Daily Simple SOFR Loan” shall mean any Daily Simple SOFR Term Loan or Daily Simple SOFR Revolving Loan.

“Daily Simple SOFR Revolving Facility Borrowing” shall mean a Borrowing comprised of Daily Simple SOFR Revolving Loans.

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“Daily Simple SOFR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted Daily Simple SOFR in accordance with the provisions of Article II.

“Daily Simple SOFR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted Daily Simple SOFR in accordance with the provisions of Article II.

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Default Right” shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” shall mean any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

“Disqualified Equity Interests” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests and/or cash in lieu of fractional shares) or has any other required payment (other than solely for Equity Interests that are not Disqualified Equity Interests) that is not subject to and conditioned upon being allowed by the debt agreements of the issuer of such Equity Interests (solely as the term “Disqualified Equity Interests” is used in Sections 5.15 andSection 6.17, in the case of any such payment (whether as a dividend, distribution, interest or otherwise) in cash, cash equivalents or Permitted Investments, that is not subject to and conditioned upon the repayment in full of the Secured Obligations and the termination of the Commitments), whether pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof (other than solely for Equity Interest that is not Disqualified Equity Interests and/or cash in lieu of fractional shares), in whole or in part, in each case, prior to 181 days after the Maturity Date (solely as the term “Disqualified Equity Interests” is used in Sections 5.15 andSection 6.17, prior to the repayment in full of the Secured Obligations and the termination of all Commitments), except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the occurrence of the repayment in full of the Secured Obligations and the termination of all Commitments.

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“Disqualified Lender” shall mean (a) those banks, financial institutions and other institutional lenders, in each case that have been specifically identified by the Borrower or the Sponsor to the Administrative Agent in writing and delivered in accordance with Section 9.01 prior to July 9, 2021 (including any of their Affiliates that are (x) controlled investment affiliates of such Persons separately identified in writing by the Borrower or the Sponsor to the Administrative Agent from time to time and which are specifically identified in a written supplement to the list of “Disqualified Lenders”, which supplement shall become effective three (3) Business Days after delivery thereof to the Administrative Agent and the Lenders in accordance with Section 9.01 or (y) clearly identifiable as Affiliates of such Persons based solely on the similarity of such Affiliates’ and such Persons’ names (other than Affiliates that constitute a Bona Fide Lending Affiliate, unless, for the avoidance of doubt, those institutions would otherwise be excluded on the basis of this clause (a)), (b) Persons that are reasonably determined by the Borrower to be competitors of the Borrower or the Subsidiaries and which are specifically identified by the Borrower to the Administrative Agent in writing and delivered in accordance with Section 9.01 prior to July 9, 2021, (c) any other Person that is reasonably determined by the Borrower to be a competitor of the Borrower or the Subsidiaries and which is specifically identified in a written supplement to the list of “Disqualified Lenders”, which supplement shall become effective three (3) Business Days after delivery thereof to the Administrative Agent and the Lenders in accordance with Section 9.01 and (d) in the case of the foregoing clauses (b) and (c), any of such entities’ Affiliates to the extent such Affiliates (x) are clearly identifiable as Affiliates of such Persons based solely on the similarity of such Affiliates’ and such Persons’ names and (y) are not Bona Fide Lending Affiliates. It is understood and agreed that (i) any supplement to the list of Persons that are Disqualified Lenders contemplated by the foregoing clause (a)(x) or (c) shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans (but solely with respect to such Loans), (ii) the Administrative Agent shall have no responsibility or liability to determine or monitor whether any Lender or potential Lender is a Disqualified Lender, (iii) the Borrower’s or the Sponsor’s failure to deliver such list (or supplement thereto) in accordance with Section 9.01 shall render such list (or supplement) not received and not effective and (iv) “Disqualified Lender” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Lender” by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01.

“Documentation Agent” shall mean CIBC Bank USA, in its capacity as documentation agent hereunder.

“Dollars” or “U.S.$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” shall mean each Subsidiary that is not a Foreign Subsidiary.

“DQ List” shall have the meaning assigned to such term in Section 9.04(e)(iv).

“EBITDA” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Holdings and its Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xix) (other than subclause (viii), (xii) or (xix)) of this clause (a) reduced such Consolidated Net Income for the respective period for which EBITDA is being determined):

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minus (b) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) and (ii) of this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined):

Notwithstanding the above, (A) the adjustments pursuant to clause (a)(xix) shall not exceed, for any period, 50% of EBITDA for such period (calculated after giving effect to all adjustments and prior to giving effect to the caps set forth in this clause (A) and clause (B) below) and (B) all adjustments pursuant to clauses (a)(iv) (including, for the avoidance of doubt, any such adjustments pursuant to clause (a) of the definition of Consolidated Net Income), (a)(xii) and (a)(xiii) in the aggregate shall not exceed (x) for any period ending on or after September 30, 2023 through and including DecemberMarch 31, 20242025, 50% of EBITDA for such period, (y) for any period ending on March 31June 30, 2025, 35% of EBITDA for such period and (z) for any period ending on or after JuneSeptember 30, 2025, 25% of EBITDA for such period (in each case under clauses (x), (y) and (z), calculated after giving effect to all adjustments and prior to giving effect to the caps set forth in clause (A) above and this clause (B)).

“ECP” shall mean an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution” shall mean (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” shall mean the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.08).

“Electronic Signature” shall mean an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

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“Eligible Equity Interests” shall mean Equity Interests of Holdings that are not Disqualified Equity Interests, provided that Holdings contributes the cash amount thereof (other than any cash in respect of Disqualified Equity Interests) to the Borrower pursuant to Section 7.02 hereof.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata or sediment, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Claim” shall mean any and all actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, notices of liability or potential liability, investigations, proceedings, consent orders or consent agreements relating in any way to any Environmental Law or any Hazardous Material.

“Environmental Law” shall mean, collectively, all federal, state, local or foreign laws, including common law, ordinances, regulations, rules, codes, orders, judgments or other requirements or rules of law that relate to (a) the prevention, abatement or elimination of pollution, or the protection of the Environment, natural resources or human health, or natural resource damages, and (b) the use, generation, handling, treatment, storage, disposal, Release, transportation or regulation of or exposure to Hazardous Materials, including the Comprehensive Environmental Response Compensation and Liability Act, 42

U.S.C. §§ 9601 et seq., the Endangered Species Act, 16 U.S.C. §§ 1531 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Clean Air Act, 42 U.S.C. §§ 7401 et seq., the Clean Water Act, 33 U.S.C. §§ 1251 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., the Emergency Planning and Community Right to Know Act, 42

U.S.C. §§ 11001 et seq., each as amended, and their foreign, state or local counterparts or equivalents.

“Equity Commitment Letter” shall have the meaning assigned to such term in the definition of the term “Take-Private Agreements”.

“Equity Interests” of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower or any Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any Reportable Event; (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA; (d) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA, or the occurrence of any event or condition which could be reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (e) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from

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any Plan or Multiemployer Plan; (f) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in critical or endangered status, within the meaning of ERISA; or (g) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to the Borrower or any Subsidiary.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excluded Swap Obligation” shall mean, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,

(i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.

“Existing Indebtedness Refinancing” shall mean the payment in full of all principal, premium, if any, interest, fees and other amounts due or outstanding under the Bridge Credit Agreement, dated as of April 30, 2021, among Holdings, the Borrower, the lenders from time to time party thereto and JPMorgan, as administrative agent and the termination of commitments thereunder and the discharge and release of all Guarantees and Liens existing in connection therewith.

“Existing Real Property” shall mean the real property located at (a) 1401 Brummel Ave., Elk Grove Village, Illinois 60007, and (b) 1201-1207 Adams Drive, McHenry, IL 60051.

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“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that as of the date of this Agreement there are two (2) Facilities, i.e., the Term Loan Facility and the Revolving Facility.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” shall mean, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB as shall be set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letter” shall mean that certain Amended and Restated Fee Letter dated December 23, 2021, among Holdings, the Borrower and JPMorgan, as amended, restated, supplemented or otherwise modified from time to time.

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees, the Administrative Agent Fees, the Upfront Fees, the Ticking Fees and, the Third Amendment Fees and the Fourth Amendment Fees.

“Financial Covenants” shall the financial covenants under Sections 6.10, 6.11 and 6.12.

“Financial Officer” of any Person shall mean the Chief Financial Officer, Chief Accounting Officer, Treasurer, Assistant Treasurer or Controller or equivalent officer of such Person.

“First Amendment” shall mean that certain First Amendment dated as of November 10, 2022, among Holdings, the Borrower, the other Loan Parties, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” shall have the meaning assigned to such term in the First Amendment.

“Flood Laws” shall have the meaning assigned to such term in Section 8.10.

“Floor” shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any applicable Benchmark.

“Foreign Lender” shall mean a Lender that is not a U.S. Person.

“Foreign Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any State thereof or the District of Columbia and any Subsidiary of a Foreign Subsidiary.

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“Foreign Subsidiary Asset Sale Recovery Event” shall have the meaning assigned to such term in Section 2.11(f).

“Fourth Amendment” shall mean that certain Fourth Amendment dated as of February 16, 2024, among Holdings, the Borrower, the other Loan Parties, the Lenders party thereto and the Administrative Agent.

“Fourth Amendment Effective Date” shall have the meaning assigned to such term in the Fourth Amendment.

“Fourth Amendment Fee Letter” shall mean that certain Fee Letter dated February 16, 2024, among Holdings, the Borrower and JPMorgan, as amended, restated, supplemented or otherwise modified from time to time with the consent, as to the Fourth Amendment Fees specified therein, of each Person entitled thereto.

“Fourth Amendment Fees” shall have the meaning assigned to such term in Section

2.12(f).

“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, subject to the provisions of Section 1.02.

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“Guarantee” of or by any Person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness, (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part) or (v) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness, or (b) any Lien on any assets of the guarantor securing any Indebtedness (or any existing right, contingent or otherwise, of the holder of Indebtedness to be secured by such a Lien) of any other Person, whether or not such Indebtedness is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement. The amount, as of any date of determination, of any Guarantee shall be the principal amount outstanding on such date of the Indebtedness guaranteed thereby (or, in the case of (i) any Guarantee the terms of which limit the monetary exposure of the guarantor or (ii) any Guarantee of an obligation that does not have a principal amount, the maximum reasonably anticipated monetary liability as of such date of the guarantor under such Guarantee (as determined, in the case of clause (i), pursuant to such terms or, in the case of clause (ii), reasonably and in good faith by a Responsible Officer of the Borrower)).

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“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature, in each case subject to regulation or which can give rise to liability under any Environmental Law.

“Holdings” shall mean (a) Fathom Guarantor, LLC, a Delaware limited liability company and (b) any Successor Holdings (including any Successor Holdings in respect of any Person referred to in clause (b)).

“Increased Amount Date” shall have the meaning assigned to such term in Section 2.20.

“Incremental Term Lender” shall have the meaning assigned to such term in Section 2.20.

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.20.

“Incremental Term Loan Amendment” is defined in Section 2.20(e).

“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than trade liabilities and intercompany liabilities incurred in the ordinary course of business and maturing within 365 days after the incurrence thereof), (e) all Guarantees by such Person of Indebtedness of others, (f) all Capital Lease Obligations of such Person, (g) all payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined in respect of outstanding Swap Agreements (such payments in respect of any Swap Agreement with a counterparty being calculated net of amounts owing to such Person by such counterparty in respect of other Swap Agreements), (h) the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit (other than any letters of credit, bank guarantees or similar instrument in respect of which a back-to-back letter of credit has been issued under or permitted by this Agreement) and (i) the principal component of all obligations of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof. Notwithstanding the foregoing, “Indebtedness” shall not include obligations for indemnification, adjustment of purchase price or other similar post-closing payment adjustments, in each case incurred in connection with the disposition or acquisition of the assets of any Person, a business of any Person or the Equity Interests in any Person.

“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(c).

“Ineligible Institution” shall have the meaning assigned to such term in Section 9.04(b).

“Information” shall have the meaning assigned to such term in Section 9.16.

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“Interest Coverage Ratio” shall mean, as of the end of any fiscal quarter of Holdings, the ratio of (a) EBITDA to (b) cash Interest Expense, net of cash interest income, all calculated (i) on a Pro Forma Basis giving effect to the Transactions and (ii) for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter for Holdings and its Subsidiaries on a consolidated basis.

Notwithstanding anything to the contrary herein, it is agreed that for the purpose of calculating the Interest Coverage Ratio for the first three (3)periods of four (4) consecutive fiscal quarters of Holdings ending after the Effective Dateon September 30, 2024, December 31, 2024 and March 31, 2025, all amounts set forth in clause (b) of this definition shall be annualized as follows: (A) for the period ending on the last day of the first fiscal quarter of Holdings ending after the Effective Dateon September 30, 2024, such amounts set forth in clause (b) of this definition for such first fiscal quarter times four (4), (B) for the period ending on the last day of the second fiscal quarter of Holdings ending after the Effective Dateon December 31, 2024, such amounts set forth in clause (b) of this definition for the first and secondperiod of two (2) consecutive fiscal quarters of Holdings ending after the Effective Date,on December 31, 2024 times two (2), and (C) for the period ending on the last day of the third fiscal quarter of Holdings ending after the Effective Dateon March 31, 2025, such amounts set forth in clause (b) of this definition for the first, second and thirdperiod of three (3) consecutive fiscal quarters of Holdings ending after the Effective Dateon March 31, 2025, times four-thirds (4/3).

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit D or any other form approved by the Administrative Agent.

“Interest Expense” shall mean, with respect to any Person for any period, interest expense of such Person as determined in accordance with GAAP.

“Interest Payment Date” shall mean (a) with respect to any Term SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term SOFR Borrowing with an Interest Period of more than three (3) months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three (3) months’ duration been applicable to such Borrowing and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, and the Maturity Date, (b) with respect to any Daily Simple SOFR Loan (if such Type of Loan is applicable pursuant to Section 2.14), each date that is on the numerically corresponding day in each calendar month that is one month after the borrowing of, or conversion to, such Daily Simple SOFR Loan (or, if there is no such corresponding day in such month, then the last day of such month) and the Maturity Date, (c) with respect to any ABR Loan, the last day of each calendar quarter and the Maturity Date and (d) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a).

“Interest Period” shall mean, as to any Term SOFR Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is any of one (1), three (3) or six

(6) months thereafter (or twelve (12) months thereafter, if at the time of the relevant Borrowing, all applicable Lenders agree to make an interest period of such length available), as the Borrower may elect (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), or the date any Term SOFR Borrowing is converted to an ABR Borrowing in accordance with Section 2.07 or repaid or prepaid in accordance with Section 2.09, 2.10 or 2.11; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which

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case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Term SOFR Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(b)(iv) shall be available for specification in any Borrowing Request or Interest Election Request. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Investment” shall have the meaning assigned to such term in Section 6.04.

“Investment Affiliate” shall mean, with respect to CORE, any fund or investment vehicle that (a) is organized and managed by CORE for the purpose of making equity or debt investments and (b) is controlled and managed by CORE.

“IRS” shall mean the United States Internal Revenue Service.

“Issuing Bank” shall mean, individually and collectively, each of JPMorgan, in its capacity as the issuer of Letters of Credit hereunder, and any other Revolving Facility Lender from time to time designated by the Borrower as an Issuing Bank, with the consent of such Revolving Facility Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.05(i). Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall cause such Affiliate to, comply with the requirements of Section 2.05 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require.

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).

“JPMorgan” shall mean JPMorgan Chase Bank, N.A.

“L/C Disbursement” shall mean a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit, including, for the avoidance of doubt, a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit upon or following the reinstatement of such Letter of Credit.

“L/C Participation Fee” shall have the meaning assigned such term in Section 2.12(b).

“L/C Sublimits” shall mean, as of the Effective Date, (a) U.S.$5,000,000, in the case of JPMorgan, and (b) such amount as shall be designated to the Administrative Agent and the Borrower in writing by an Issuing Bank; provided that any Issuing Bank shall be permitted at any time to increase or reduce its L/C Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent and the Borrower.

“Lender” shall mean each financial institution listed on Schedule 2.01, as well as any Person that becomes a “Lender” hereunder pursuant to Section 2.20 or 9.04 or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to Section 9.04 or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lender” includes the Swingline Lender.

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“Lender Parent” shall mean, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender Presentation” shall mean the Lender Presentation dated June 21, 2021, as amended, modified or otherwise supplemented prior to the Effective Date.

“Lender-Related Person” shall have the meaning assigned to such term in Section 9.05(b).

“Letter of Credit” shall mean any letter of credit issued pursuant to Section 2.05.

“Letter of Credit Agreement” shall have the meaning assigned to such term in Section

2.05(b).

“Liabilities” shall mean any losses, claims (including intraparty claims), demands, damages or liabilities.

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities (other than securities representing an interest in a joint venture that is not a Subsidiary), any purchase option, call or similar right of a third party with respect to such securities.

“Limited Conditionality Acquisition” shall mean any acquisition by the Borrower or any Subsidiary (a) that is permitted by this Agreement and (b) for which the Borrower has determined, in good faith, that limited conditionality is reasonably necessary or advisable.

“Limited Conditionality Acquisition Agreement” shall mean, with respect to any Limited Conditionality Acquisition, the definitive acquisition agreement, purchase agreement or similar agreement in respect thereof.

“Liquidity” means, as of any date, (a) Unrestricted Cash of Holdings and its Wholly Owned Subsidiaries as of such date, plus (b) so long as the conditions precedent set forth in Section 4.02 are capable of being satisfied as of such date, the excess, if any, of (i) the total Revolving Facility Commitments in effect on such date over (ii) the Total Revolving Facility Credit Exposures as of such date., plus (c) an amount equal to the Third Amendment Fees, the Fourth Amendment Fees and any fees and expenses paid in connection with the Third Amendment or the Fourth Amendment pursuant to Section 9.05, in each case, to the extent paid by the Borrower on or prior to such date (but not prior to February 1, 2024 or after September 30, 2024), and plus (d) an amount equal to any legal, consulting or other advisor fees and expenses incurred by the Ultimate Parent and its Subsidiaries in connection with the Take-Private Agreements and the transactions contemplated thereby, in each case, to the extent paid by the Ultimate Parent and its Subsidiaries on or prior to such date (but not prior to February 1, 2024 or after September 30, 2024) and only to the extent such payments were made in compliance with Section 6.18; provided that (i) no amounts may be added back pursuant to clauses (c) and (d) above for any determination of Liquidity as of a date prior to February 29, 2024, (ii) the aggregate amount added back pursuant to clauses (c) and (d) above may not exceed, as of the last day of any month, U.S.$250,000 (such amount, with respect to any month, being referred to as the “Liquidity Credit Amount” for such month); provided that to the extent the Liquidity Credit Amount for any month (for the avoidance of doubt, commencing with the month ending on February 29, 2024) exceeds the amount added back pursuant to clauses (c) and (d) as of the last day of such month, the

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Borrower may reallocate the amount of such excess to increase the Liquidity Credit Amount for one or more subsequent months, and (iii) the aggregate amount added back pursuant to clauses (c) and

(d) above for all periods may not exceed U.S.$1,500,000.

“Loan Documents” shall mean (a) this Agreement, the Security Documents, any subordination agreement executed in connection herewith and (b) except for purposes of Section 9.08, (i) any promissory note issued under Section 2.09(e), and (ii) the Letters of Credit and any Letter of Credit Agreement and (iii) any definitive document or instrument governing or evidencing any Credit Support.

“Loan Parties” shall mean, collectively, Holdings, the Borrower and the Subsidiary Loan

Parties.

“Loans” shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans (and shall include any Loans under the New Revolving Facility Commitments and any Incremental Term Loans).

“Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time. The Loans and Commitment of any Defaulting Lender shall be disregarded in determining Majority Lenders at any time.

“Majority Third Amendment Consenting Term Lenders” shall mean, at any time, Third Amendment Consenting Term Lenders having Term Loans representing more than 50% of the sum of all Term Loans held by Third Amendment Consenting Term Lenders outstanding at such time. The Term Loans of any Defaulting Lender that is a Third Amendment Consenting Term Lender shall be disregarded in determining Majority Third Amendment Consenting Term Lenders at any time.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean any event, development or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, assets or financial condition of Holdings, the Borrower and the Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under the Loan Documents, (c) the Administrative Agent’s Liens (on behalf of itself and the Lenders) on any material portion of the Collateral or the priority of such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Issuing Banks or the Lenders under the Loan Documents.

“Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of Holdings, the Borrower or any of the Subsidiaries in an aggregate principal amount exceeding U.S.$5,000,000. For purposes of determining Material Indebtedness, the “principal amount” of any Swap Obligations constituting Indebtedness at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings, the Borrower or any Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Real Property” shall mean any Real Property owned by a Loan Party on the Effective Date having a fair market value (as reasonably determined by the Borrower) exceeding U.S.$5,000,000, and any after-acquired Real Property owned by a Loan Party having a gross purchase price exceeding U.S.$5,000,000 at the time of acquisition; provided that at no time shall the Existing Real Property be considered Material Real Property.

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“Material Subsidiary” shall mean each Subsidiary now existing or hereafter acquired or formed which, on a consolidated basis for such Subsidiary and its Subsidiaries, (a) as of the last day of the most recently ended Test Period accounted for more than 5.0% of the consolidated revenues of Holdings and its Subsidiaries or (b) as of the last day of such Test Period, was the owner of more than 5.0% of EBITDA of Holdings and its Subsidiaries; provided that at no time shall the total assets of all Subsidiaries that are not Material Subsidiaries exceed, as of the last day of the most recently ended applicable Test Period, 10.0% of the consolidated revenues of Holdings and its Subsidiaries or 10% of EBITDA of Holdings and its Subsidiaries.

“Maturity Date” shall mean the date that is five (5) years after the Effective Date; provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Merger Agreement” shall have the meaning assigned to such term in the definition of the term “Take-Private Agreements”.

“Moody’s” shall mean Moody’s Investors Service, Inc., and any successor to its rating agency business.

“Mortgage” shall mean any mortgage, deed of trust or other agreement which conveys or evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, on Material Real Property of a Loan Party, including any amendment, restatement, modification or supplement thereto, each in form and substance reasonably satisfactory to the Administrative Agent.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA subject to the provisions of Title IV of ERISA and in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is an “employer” as defined in Section 3(5) of ERISA.

“Net Cash Proceeds” shall mean, with respect to any event, (a) the cash proceeds received in respect of such event (other than from Holdings, the Borrower or any of the Subsidiaries) including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a Sale and Lease-Back Transaction or a casualty or a condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans or Ratio Debt) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) without duplication, the amount of all taxes and Tax Distributions paid (or reasonably estimated to be payable), and the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by the Borrower). For purposes of this definition, in the event any contingent liability reserve established with respect to any event as described in clause (b)(iii) above shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the contingent liabilities with respect to which such reserve has been

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established, be deemed to be a receipt, on the date of such reduction, of cash proceeds in respect of such event.

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person (including, for the avoidance of doubt, the portion of such net income (loss) attributable to non-controlling interests in less than wholly owned Subsidiaries of such Person), determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Leverage Ratio” shall mean the ratio, as of the end of any fiscal quarter of Holdings, of (a) Consolidated Net Debt as of the end of any fiscal quarter to (b) EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for Holdings and its Subsidiaries on a consolidated basis.

“New Commitments” shall have the meaning assigned to such term in Section 2.20.

“New Lender” shall have the meaning assigned to such term in Section 2.20.

“New Revolving Facility Commitments” shall have the meaning assigned to such term in

Section 2.20.

“New Revolving Facility Lender” shall have the meaning assigned to such term in Section

2.20.

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c).

“Non-Guarantor Permitted Business Acquisition” shall mean any Permitted Business Acquisition under which the Persons acquired thereunder do not become Loan Parties or the assets acquired thereunder are not acquired by a Loan Party.

“NYFRB” shall mean the Federal Reserve Bank of New York.

“NYFRB Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” shall mean the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided further that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” shall mean the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” shall mean (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding)

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and obligations to provide cash collateral and (iii) all other monetary obligations of the Borrower under this Agreement and each of the other Loan Documents, including obligations to pay fees, expense and reimbursement obligations and indemnification obligations, whether primary, secondary, direct, indirect, joint or several, absolute or contingent, fixed or otherwise, matured or unmatured, liquidated or unliquidated, secured or unsecured (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to this Agreement and each of the other Loan Documents (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding).

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of

Treasury.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)).

“Outside Date” shall mean April 9, 2022.

“Overnight Bank Funding Rate” shall mean, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day as an overnight bank funding rate.

“Participant” shall have the meaning assigned to such term in Section 9.04(c).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(c).

“Payment” shall have the meaning assigned to such term in Section 8.06(c).

“Payment Notice” shall have the meaning assigned to such term in Section 8.06(c).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in

ERISA.

“Perfection Certificate” shall mean a certificate in the form of Exhibit II to the Collateral Agreement or any other form approved by the Administrative Agent.

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“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all or the majority of the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person if (a) such acquisition was not preceded by, or effected pursuant to, an unsolicited or hostile offer and (b) immediately after giving effect thereto: (i) no Event of Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; and (iii) (A) on a Pro Forma Basis after giving effect to such acquisition, the Net Leverage Ratio shall be at a level at least 0.25x lower than the covenant level applicable as of the end of the most recently ended Test Period pursuant to Section 6.11 and the Borrower shall be in compliance with Section 6.10, each recomputed as at the last day of the most recently ended Test Period, (B) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower as to the satisfaction of clause (A) above, together with all relevant financial information for such Subsidiary or assets, and (C) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness (except for Indebtedness permitted by Section 6.01).

“Permitted Holder” shall mean CORE or its Investment Affiliates.

“Permitted Investments” shall mean:

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“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest, fees, discount and premium thereon as well as transaction expenses), (b) the average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to that of the Indebtedness being Refinanced and the final maturity date of such Permitted Refinancing Indebtedness is no earlier than the date that is 91 days after the Maturity Date in effect at the time of such refinancing, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced (other than with respect to any Subsidiaries acquired by the Borrower after the incurrence of the Indebtedness being Refinanced which Subsidiaries would be required to provide a guarantee of such Indebtedness being Refinanced) and (e) if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral (including any collateral pursuant to after-acquired property clauses to the extent any such collateral would be required to secure the Indebtedness being Refinanced) on terms no less favorable to the Secured Parties, taken as a whole, than those contained in the documentation governing the Indebtedness being Refinanced.

“Person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“Plan” shall mean any employee pension benefit plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or if such plan were terminated would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” shall mean 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Prepayment Event” shall mean:

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“primary obligor” shall have the meaning given such term in the definition of the term

“Guarantee”.

“Prime Rate” shall mean the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Pro Forma Basis” or “pro forma effect” shall mean, with respect to any calculation or determination made under this Agreement for any period, such calculation or determination shall be made as follows:

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“Proceeding” shall mean any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“Projections” shall mean the projections of Holdings and its Subsidiaries included in the Lender Presentation and any other projections and any forward-looking statements (including statements with respect to booked business) of Holdings and its Subsidiaries, including updates to the projections contained in the Lender Presentation, furnished to the Lenders or the Administrative Agent by or on behalf of Holdings or any of its Subsidiaries prior to the Effective Date.

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“QFC” shall have the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” shall have the meaning assigned to such term in Section 9.24.

“Qualified Material Acquisition” shall mean any acquisition by the Borrower or any Subsidiary of all or substantially all the assets of, or all or the majority of the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person, which acquisition involves the incurrence by the Borrower or any Subsidiary of Indebtedness to finance the acquisition consideration therefor (including refinancing of any Indebtedness of the acquired assets, Person, division or line of business), or assumption by the Borrower or any Subsidiary of existing Indebtedness of the acquired assets, Person, division or line of business, in an aggregate principal amount of U.S.$20,000,000 or more.

“Ratio Debt” shall mean unsecured or secured Indebtedness of the Borrower or any Subsidiary, which may be senior, senior subordinated or subordinated Indebtedness (provided that, to the extent secured, the holders of the obligations secured thereby (or a representative or trustee on their behalf) shall have entered into a customary intercreditor agreement reasonably acceptable to the Administrative Agent providing that the Liens securing such obligations shall rank junior to the Liens securing the Secured Obligations), in each case, (a) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date that is 181 days after the Maturity Date in effect at the time of the issuance thereof (it being understood that any provision requiring an offer to purchase such Indebtedness as a result of change of control or asset sale shall not violate the foregoing restriction), (b) the covenants, events of default, subsidiary guarantees and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to Holdings, the Borrower or any Subsidiary than those in this Agreement, and are otherwise on market terms for similar debtors at the time of issuance and (c) of which no Subsidiary (other than a Subsidiary Loan Party) is an obligor.

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“Real Property” shall mean, collectively, all right, title and interest of the Borrower or any other Subsidiary in and to any and all parcels of real property owned or operated by the Borrower or any other Subsidiary together with all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.

“Recipient” shall mean (a) the Administrative Agent, (b) any Lender and (c) the Issuing Bank, as applicable.

“Reference Date” shall have the meaning assigned to such term in the definition of the term “Available Amount”.

“Reference Time” with respect to any setting of the then-current Benchmark shall mean

(a) if such Benchmark is the Term SOFR, 5:00 a.m., Chicago time, on the day that is two U.S. Government Securities Business Days preceding the date of such setting and (b) if otherwise, the time determined by the Administrative Agent in its reasonable discretion.

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

“Register” shall have the meaning assigned to such term in Section 9.04(b).

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, partners, trustees, administrators and advisors of such Person and such Person’s Affiliates.

“Release” shall mean any placing, spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or depositing in, into or onto the Environment.

“Relevant Governmental Body” shall mean the Board and/or the NYFRB, or a committee officially endorsed or convened by the Board and/or the NYFRB or, in each case, any successor thereto.

“Reportable Event” shall mean any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period has been waived, with respect to a Plan.

“Required Lenders” shall mean, subject to Section 2.23, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Section 7.01 or the Commitments terminating or expiring, Lenders having Term Loans (based on the outstanding principal amount), Revolving Facility Credit Exposures and Available Unused Commitments representing more than 50% of the sum of the

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aggregate Term Loans, Revolving Facility Credit Exposure and Available Unused Commitments of all Lenders at such time, provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.01, the Available Unused Commitments of each Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.01 or the Commitments expire or terminate, Lenders having Revolving Facility Credit Exposures and Term Loans (based on the outstanding principal amount), representing more than 50% of the sum of the aggregate Revolving Facility Credit Exposure and the aggregate Term Loans (based on the outstanding principal amount) of all Lenders at such time; provided that, in the case of clauses (a) and (b) above, (i) the Revolving Facility Credit Exposure of any Lender that is a Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.23 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Available Unused Commitment of such Lender shall be determined on the basis of its Revolving Facility Credit Exposure excluding such excess amount and (ii) for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is an Ineligible Institution shall be disregarded.

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any

U.K. Financial Institution, a U.K. Resolution Authority.

“Responsible Officer” of any Person shall mean any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement.

“Restricted Debt” shall mean any Indebtedness of the type described in clause (a) or (b) of the definition of the term “Indebtedness” that is expressly subordinated to the Obligations (in each case, other than Indebtedness among Holdings, the Borrower and/or any Subsidiary).

“Restricted Debt Payment” has the meaning set forth in Section 6.15.

“Restricted Payment” shall mean any (a) dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests and (b) any management, consulting and advisory fees and other fees and expenses or indemnification payments payable directly or indirectly to the Sponsor.

“Retained Declined Proceeds” shall have the meaning assigned to such term in Section

2.11(g).

“Revolving Facility” shall mean the Revolving Facility Commitments and the extensions of credit made hereunder by the Revolving Facility Lenders.

“Revolving Facility Availability Period” shall mean, in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings, and Letters of Credit, the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Facility Commitments.

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“Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility

Loans.

“Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant to Section 2.01, expressed as a Dollar amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be

(a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04. The initial Dollar amount of each Revolving Facility Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Revolving Facility Lender shall have assumed its Revolving Facility Commitment, as applicable. The aggregate amount of the Revolving Facility Commitments on the Effective Date is U.S.$50,000,000.

“Revolving Facility Credit Exposure” shall mean, at any time, the sum of (a) the aggregate principal amount of the Revolving Facility Loans outstanding at such time, (b) the Swingline Exposure at such time and (c) the Revolving L/C Exposure at such time. The Revolving Facility Credit Exposure of any Revolving Facility Lender at any time shall be the sum of (i) the aggregate principal amount of such Revolving Facility Lender’s Revolving Facility Loans outstanding at such time and (ii) the amount of such Revolving Facility Lender’s Swingline Exposure and Revolving L/C Exposure at such time.

“Revolving Facility Lender” shall mean a Lender with a Revolving Facility Commitment or with outstanding Revolving Facility Credit Exposure (including any New Revolving Facility Lenders).

“Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01(b) or a New Revolving Facility Lender pursuant to Section 2.20. Each Revolving Facility Loan shall be an ABR Revolving Loan, a Term SOFR Revolving Loan or, if applicable pursuant to Section 2.14, a Daily Simple SOFR Revolving Loan.

“Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender, the percentage of the total Revolving Facility Commitments represented by such Lender’s Revolving Facility Commitment; provided that in the case of Section 2.23 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Facility Commitment shall be disregarded in the calculation. If the Revolving Facility Commitments have terminated or expired, the Revolving Facility Percentages shall be determined based upon the Revolving Facility Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04 and to the status of any Lender as a Defaulting Lender.

“Revolving L/C Exposure” shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit outstanding at such time and (b) the aggregate amount of all L/C Disbursements that have not yet been reimbursed at such time. The Revolving L/C Exposure of any Revolving Facility Lender at any time shall mean its Revolving Facility Percentage of the aggregate Revolving L/C Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full

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force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

“S&P” shall mean S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in

Section 6.03.

“Sanctioned Country” shall mean, at any time, a country, region or territory which is itself the subject or target of any Sanctions (including, as of the Effective Date, Crimea, Cuba, Iran, North Korea and Syria).

“Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state in which Holdings, the Borrower or the Subsidiaries conduct business, Her Majesty’s Treasury of the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, any European Union member state in which Holdings, the Borrower or the Subsidiaries conduct business, Her Majesty’s Treasury of the United Kingdom.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Second Amendment” shall mean that certain Second Amendment dated as of March 24, 2023, among Holdings, the Borrower, the other Loan Parties, the Lenders party thereto and the Administrative Agent.

“Second Amendment Effective Date” shall have the meaning assigned to such term in the Second Amendment.

“Secured Obligations” shall mean the “Secured Obligations” as defined in the Collateral

Agreement.

“Secured Parties” shall mean the “Secured Parties” as defined in the Collateral Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Documents” shall mean the Collateral Agreement, any Mortgages and each of the other security agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10 or any other provision of this Agreement.

“SOFR” shall mean a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the NYFRB (or a successor administrator of the secured overnight financing rate).

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“SOFR Administrator’s Website” shall mean the NYFRB’s Website or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SPAC Proceeds” shall have the meaning assigned to such term in Section 4.01(k).

“SPAC Transactions” shall have the meaning assigned to such term in Section 4.01(k).

“Specified Cure Contribution” shall have the meaning assigned to such term in Section

7.02.

“Specified Swap Obligation” shall mean, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Specified Transaction” shall mean any Investment, sale, transfer or other disposition of assets outside the ordinary course of business, incurrence or repayment of Indebtedness, Restricted Payment, Restricted Debt Payment, cost savings, restructuring or other operational initiative or other event that by the terms of the Loan Documents requires compliance on a Pro Forma Basis with a test, basket, threshold or covenant hereunder or requires such test, basket, threshold or covenant to be calculated on a Pro Forma Basis.

“Sponsor” shall mean CORE and its Affiliates, but excluding Holdings and Subsidiaries of

Holdings.

“Sponsor Model” shall have the meaning assigned to such term in the definition of the term

“EBITDA”.

“Subordinated Indebtedness” shall mean any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the Secured Obligations on terms reasonably satisfactory to the Administrative Agent, and which is unsecured and is on other terms and conditions reasonably satisfactory to the Administrative Agent (including maturities at least 181 days after the latest maturity of any Secured Obligations).

“Subordinated Indebtedness Document” shall mean all documents and agreements evidencing, relating to or otherwise governing Subordinated Indebtedness, which shall be in form and substance reasonably satisfactory to the Administrative Agent.

“Subordinated Intercompany Debt” shall have the meaning assigned to such term in

Section 6.01(e).

“subsidiary” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, partnership, association or other business entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held by such Person.

“Subsidiary” shall mean a subsidiary; provided that unless the context otherwise requires, “Subsidiary” shall mean a subsidiary of the Borrower.

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“Subsidiary Loan Party” shall mean each direct or indirect Wholly Owned Subsidiary of the Borrower that (a) is (i) a Domestic Subsidiary, (ii) a Material Subsidiary and (iii) a party to the Collateral Agreement, and (b) is not (i) a Subsidiary listed on Schedule 1.01 or (ii) a Subsidiary whose guarantee of the Obligations is prohibited under Section 9.21.

“Successor Holdings” shall have the meaning assigned to such term in Section 6.16(d).

“Supported QFC” shall have the meaning assigned to such term in Section 9.24.

“Swap Agreement” shall mean any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, the Borrower or any of the Subsidiaries shall be a Swap Agreement.

“Swap Obligations” shall mean any and all obligations of the Borrower or any Subsidiary, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with any Lender and/or any of their Affiliates and/or any Person that at the time of entering into such Swap Agreement was a Lender or an Affiliate of a Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.

“Swingline Borrowing Request” shall mean a request by the Borrower substantially in the form of Exhibit B-2.

“Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time. The Swingline Exposure of any Revolving Facility Lender at any time shall mean the sum of (a) its Revolving Facility Percentage of the aggregate Swingline Exposure at such time other than with respect to any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the aggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“Swingline Lender” shall mean JPMorgan, in its capacity as a lender of Swingline Loans

hereunder.

“Swingline Loans” shall mean the swingline loans made to the Borrower pursuant to

Section 2.04.

“Swingline Sublimit” shall mean, with respect to the Swingline Lender, the amount that the Swingline Lender may, in its sole discretion, make available as Swingline Loans pursuant to Section

2.04. The aggregate amount of the Swingline Sublimit on the Effective Date is U.S.$5,000,000.

“Take-Private Agreements” shall mean (a) the Agreement and Plan of Merger, dated as of February 16, 2024, including the schedules and the disclosure letters referred to therein and all exhibits or other attachments thereto (collectively, the “Merger Agreement”), by and among Fathom

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Digital Manufacturing Intermediate, LLC, Fathom Digital Manufacturing Merger Sub, Inc., Fathom Digital Manufacturing Merger Sub 2, LLC, Topco and Ultimate Parent, and all Ancillary Agreements (as defined in the Merger Agreement and only to the extent executed and delivered on the Fourth Amendment Effective Date), (b) the Equity Commitment Letter, dated February 16, 2024, between Fathom Digital Manufacturing Intermediate, LLC and the CORE Funds (as defined in the Merger Agreement) party thereto (the “Equity Commitment Letter”), (c) the Support Agreement, dated as of February 16, 2024, by and among Ultimate Parent, Fathom Digital Manufacturing Intermediate, LLC and the supporting stockholders party thereto, (d) Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of Topco, dated as of February 16, 2024, by and between Ultimate Parent and Topco, and (e) Amendment No. 1 to the Amended and Restated Tax Receivable Agreement, dated as of February 16, 2024, by and among Ultimate Parent and the Requisite Parties (as defined in such amendment), in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time as and to the extent permitted by Section 5.15.

“Tax Distributions” shall have the meaning assigned to such term in Section 6.06(c).

“Tax Receivable Agreement” shall mean the Tax Receivable Agreement dated as of the Effective Date, between Ultimate Parent or any other member of the Ultimate Parent Consolidated Group, Topco, the several Exchange TRA Parties (as defined therein), the several Blocker TRA Parties (as defined therein) and the other Persons from time to time party thereto, as such agreement is in effect on the Effective Date and as such agreement is amended by the Take-Private Agreements, if applicable.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Lender” shall mean a Lender with a Term Loan Commitment or with outstanding

Term Loans.

“Term Loan Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Loan Commitment” shall mean, with respect to each Lender, the amount set forth on Schedule 2.01. The aggregate amount of the Term Loan Commitments on the Effective Date is U.S.$125,000,000.

“Term Loan Facility” shall mean the Term Loan Commitments and the Term Loans made

hereunder.

“Term Loan Installment Date” shall have the meaning assigned to such term in Section

2.10(b).

“Term Loans” shall mean the Loans made by the Lenders to the Borrower pursuant to

Section 2.01(a).

“Term SOFR” shall mean, with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

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“Term SOFR Borrowing” shall mean a Borrowing comprised of Term SOFR Loans.

“Term SOFR Loan” shall mean any Term SOFR Term Loan or Term SOFR Revolving

Loan.

“Term SOFR Reference Rate” shall mean, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term SOFR Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 p.m., New York City time, on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to Term SOFR has not occurred, then, so long as such day is otherwise a

U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding

U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Revolving Facility Borrowing” shall mean a Borrowing comprised of Term SOFR Revolving Loans.

“Term SOFR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted Term SOFR in accordance with the provisions of Article II (other than solely as a result of clause (c) of the definition of Alternate Base Rate).

“Term SOFR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted Term SOFR in accordance with the provisions of Article II (other than solely as a result of clause (c) of the definition of Alternate Base Rate).

“Test Period” shall mean, on any date of determination, the period of four (4) consecutive fiscal quarters of Holdings and its Subsidiaries then most recently ended (taken as one accounting period) for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.04(a) or 5.04(b) (or, prior to the first such delivery, are referred to in Section 3.05).

“Third Amendment” shall mean that certain Third Amendment dated as of November 13, 2023, among Holdings, the Borrower, the other Loan Parties, the Lenders party thereto and the Administrative Agent.

“Third Amendment Consenting Term Lenders” shall mean each Term Lender party to the Third Amendment and each permitted assignee of any such Term Lender (or any subsequent permitted assignee of any of the foregoing) in respect of any Term Loans held by any Third Amendment Consenting Term Lender on the Third Amendment Effective Date.

“Third Amendment Effective Date” shall have the meaning assigned to such term in the Third Amendment.

“Third Amendment Fee Letter” shall mean that certain Fee Letter dated November 13, 2023, among Holdings, the Borrower and JPMorgan, as amended, restated, supplemented or otherwise modified from time to time with the consent, as to the Third Amendment Fees specified therein, of each Person entitled thereto.

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“Third Amendment Fees” shall have the meaning assigned to such term in Section 2.12(e).

“Third Amendment Term Loan Prepayment” shall have the meaning assigned to such term in Section 2.11(h).

“Third Amendment Term Loan Required Prepayment Date” shall mean the earliest of (a) July 31, 2024, (b) if any of the Take-Private Agreements (other than the Company Disclosure Letter or the Parent Disclosure Letter, each as defined in the Merger Agreement) is terminated in accordance with the terms thereof, the date of the termination thereof (or, if such date is not a Business Day, the next following Business Day) and (c) the date on which the Closing Date (as defined in the Merger Agreement) occurs (or, in each case, such later date as the Majority Third Amendment Consenting Term Lenders may agree to in writing).

“Ticking Fees” shall have the meaning assigned to such term in Section 2.12(d).

“Topco” shall mean Fathom Holdco, LLC, a Delaware limited liability company.

“Total Revolving Facility Credit Exposure” shall mean, at any time, the sum of the outstanding principal amount of all Lenders’ Revolving Facility Loans, their Revolving L/C Exposure and their Swingline Exposure at such time; provided that clause (a) of the definition of Swingline Exposure shall only be applicable to the extent Lenders shall have funded their respective participations in the outstanding Swingline Loans.

“Trade Date” shall have the meaning assigned to such term in Section 9.04(e)(i).

“Transaction Costs” shall mean fees, premiums, expenses and other transaction costs (including original issue discount and upfront fees) payable or otherwise borne by Holdings, the Borrower or any Subsidiary in connection with the Transactions and the other transactions contemplated thereby.

“Transactions” shall mean (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the creation of the Guarantees and Liens created thereby,

“Type” when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Alternate Base Rate, the Adjusted Term SOFR (other than solely as a result of clause (c) of the definition of Alternate Base Rate) and, if applicable pursuant to Section 2.14, the Adjusted Daily Simple SOFR.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the creation or perfection of security interests.

“U.K.” and “United Kingdom” each shall mean the United Kingdom of Great Britain and Northern Ireland.

“U.K. Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from

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time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.

“U.K. Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any U.K. Financial Institution.

“Ultimate Parent” shall mean Fathom Digital Manufacturing Corporation, a Delaware

corporation.

“Unrestricted Cash” means, as of any date with respect to any Person, cash and Permitted Investments directly owned on such date by such Person, as such amount would appear on a consolidated balance sheet of such Person prepared as of such date in accordance with GAAP; provided that such cash and Permitted Investments do not appear (and would not be required to appear) as “restricted” on a consolidated balance sheet of such Person prepared in accordance with GAAP (other than, solely for purposes of the definition of the term “Consolidated Net Debt”, as a result of a Lien permitted by Section 6.02).

“Upfront Fees” shall have the meaning assigned to such term in Section 2.12(d).

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday,

(b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Patriot Act” shall have the meaning assigned to such term in Section 3.08(a).

“U.S. Person” shall mean a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” shall have the meaning assigned to such term in Section

9.24.

“U.S. Tax Compliance Certificate” shall have the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness; provided that the effect of any prepayment made in respect of such Indebtedness shall be disregarded in making such calculation.

“Wholly Owned Subsidiary” of any Person shall mean a subsidiary of such Person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares

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required pursuant to applicable law) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding Agent” shall mean the Borrower and the Administrative Agent.

“Write-Down and Conversion Powers” shall mean (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any U.K. Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02. Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document (including to this Agreement) shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, notwithstanding the foregoing, upon and following the acquisition of any business or new Subsidiary in accordance with this Agreement, in each case that would not constitute a “significant subsidiary” for purposes of Regulation S-X, financial items and information with respect to such newly-acquired business or Subsidiary that are required to be included in determining any financial calculations and other financial ratios contained herein for any period prior to such acquisition shall not be required to be in accordance with GAAP so long as the Borrower is able to reasonably estimate pro forma adjustments in respect of such acquisition for such prior periods, and in each case such estimates are made in good faith and are factually supportable. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (a) any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings or any of its Subsidiaries at “fair value”, as defined therein, (b) any treatment

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of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470- 20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof and (c) any change to GAAP occurring after December 31, 2017, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 842), issued by the Financial Accounting Standards Board on May 16, 2013, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a Capital Lease Obligation (or a finance lease) where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on December 31, 2017. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

SECTION 1.03. Effectuation of Transfers. Each of the representations and warranties of Holdings and the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

SECTION 1.04. Status of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

SECTION 1.05. Interest Rates; Benchmark Notification. The interest rate on a Loan may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its Affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may

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select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.06. Leverage Ratios. Notwithstanding anything to the contrary contained herein, for purposes of calculating any leverage ratio herein in connection with the incurrence of any Indebtedness, (a) there shall be no netting of the cash proceeds proposed to be received in connection with the incurrence of such Indebtedness and (b) to the extent the Indebtedness to be incurred is revolving Indebtedness, such incurred revolving Indebtedness (or if applicable, the portion (and only such portion) of the increased commitments thereunder) shall be treated as fully drawn.

SECTION 1.07. Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.08. Negative Covenant Compliance. For purposes of determining whether the Borrower and the Subsidiaries comply with any exception to Article VI (other than Sections 6.10, 6.11 and 6.12) where compliance with any such exception is based on a financial ratio or metric being satisfied as of a particular point in time, it is understood that (a) compliance shall be measured at the time when the relevant event is undertaken, as such financial ratios and metrics are intended to be “incurrence” tests and not “maintenance” tests, and (b) correspondingly, any such ratio and metric shall only prohibit the Borrower and the Subsidiaries from creating, incurring, assuming, suffering to exist or making, as the case may be, any new, for example, Liens, Indebtedness or Investments, but shall not result in any previously permitted, for example, Liens, Indebtedness or Investments ceasing to be permitted hereunder. For avoidance of doubt, with respect to determining whether the Borrower and the Subsidiaries comply with any negative covenant in Article VI (other than Sections 6.10, 6.11 and 6.12), to the extent that any obligation or transaction could be attributable to more than one exception to any such negative covenant, the Borrower may elect at the time of the making thereof to categorize all or any portion of such obligation or transaction to any one or more exceptions to such negative covenant that permit such obligation or transaction.

ARTICLE II THE CREDITS

SECTION 2.01. Commitments.

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SECTION 2.02. Loans and Borrowings.

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Borrowings and, if applicable pursuant to Section 2.14, Daily Simple SOFR Borrowings outstanding under the Revolving Facility.

SECTION 2.03. Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Loan Borrowing, the Borrower shall notify the Administrative Agent of such request (a) by irrevocable written notice (via written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower) in the case of a Term SOFR Borrowing, not later than 11:00 a.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing, (b) by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (c) if applicable pursuant to Section 2.14, in the case of a Daily Simple SOFR Borrowing, not later than 11:00 a.m., New York City time, five U.S. Government Securities Business Days before the date of the proposed Borrowing. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04. Swingline Loans.

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Revolving Facility Commitment or (iii) the Total Revolving Facility Credit Exposures exceeding the total Revolving Facility Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

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participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

SECTION 2.05. Letters of Credit.

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upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good faith deems material to it.

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the Issuing Bank or the Revolving Facility Lenders, the Issuing Bank hereby grants to each Revolving Facility Lender, and each Revolving Facility Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent in Dollars, for the account of the Issuing Bank, such Revolving Facility Lender’s Revolving Facility Percentage of each L/C Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

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irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that, in each case, payment by the Issuing Bank shall not have constituted gross negligence or willful misconduct (as determined in a final and nonappealable judgment by a court of competent jurisdiction). Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are determined by a court of competent jurisdiction to have been caused by (i) the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or (ii) the Issuing Bank’s refusal to issue a Letter of Credit in accordance with the terms of this Agreement. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as determined in a final and nonappealable judgment by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination and each refusal to issue a Letter of Credit. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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Disbursement is not reimbursed by the Borrower when due pursuant to paragraph (e) of this Section 2.05, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section 2.05 to reimburse the Issuing Bank for such L/C Disbursement shall be for the account of such Revolving Facility Lender to the extent of such payment.

(ii) Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as the Issuing Bank at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, the resigning Issuing Bank shall be replaced in accordance with Section 2.05(i)(i) above.

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and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other Secured Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall have occurred and be continuing.

SECTION 2.06. Funding of Borrowings.

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SECTION 2.07. Interest Elections.

2.07 shall not be construed to permit the Borrower to elect an Interest Period for Term SOFR Loans that does not comply with Section 2.02(d).

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If any such Interest Election Request made by the Borrower requests a Term SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration.

SECTION 2.08. Termination and Reduction of Commitments.

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of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective Commitments under such Facility.

SECTION 2.09. Repayment of Loans; Evidence of Debt.

SECTION 2.10. Notice of Repayment of Loans and Amortization of Term Loans.

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Borrowing, one (1) Business Day before the scheduled date of such repayment, (ii) in the case of a Term SOFR Borrowing, three (3) Business Days before the scheduled date of such repayment and (iii) in the case of a Daily Simple SOFR Borrowing, five (5) Business Days before the scheduled date of such repayment. Notwithstanding anything to the contrary in the immediately preceding sentence, prior to any repayment of a Swingline Borrowing hereunder, the Borrower shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent in writing of such selection not later than 1:00 p.m., New York City time, on the scheduled date of such repayment. Each such notice shall be irrevocable and shall specify the repayment date and the principal amount of each Borrowing or portion thereof to be repaid; provided that, if a notice of repayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of repayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to an outstanding Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof.

SECTION 2.11. Prepayment of Loans.

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(a) or (b) of the definition of the term “Prepayment Event”, (i) if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower or its relevant Subsidiaries intend to apply the Net Cash Proceeds from such event (or a portion thereof specified in such certificate), within 365 days after receipt of such Net Cash Proceeds, to reinvest in assets used or useful in the business (excluding inventory) of the Borrower and/or the Subsidiaries, and certifying that no Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds specified in such certificate; provided further that to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Subsidiaries shall have entered into an agreement with an unaffiliated third party to acquire such assets with such Net Cash Proceeds), at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied.

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without incurring such material adverse tax consequence, and once any of such affected Net Cash Proceeds is able to be repatriated to the United States without such material adverse tax consequence, the Borrower will promptly (and in any event not later than five (5) Business Days after such repatriation would cease to incur such material adverse tax consequence) prepay the Term Loans in an amount equal to such Net Cash Proceeds (net of any additional taxes payable or reserved against as a result thereof), which amount shall be applied to the repayment of the Term Loans pursuant to this Section 2.11 to the extent otherwise provided herein.

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not a Third Amendment Consenting Term Lender). It is understood and agreed that this Section shall supersede anything to the contrary contained in this Agreement.

SECTION 2.12. Fees.

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(fg) All Fees shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.13. Interest.

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the Revolving Facility Commitments and (iii) in the case of the Term Loans, on the Maturity Date; provided that (A) interest accrued pursuant to paragraph (d) of this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Facility Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Term SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

SECTION 2.14. Alternate Rate of Interest.

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or fax or other electronic communications as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term SOFR Borrowing and any Borrowing Request that requests a Term SOFR Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for an ABR Borrowing. Furthermore, if any Term SOFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to the Adjusted Term SOFR applicable to such Term SOFR Loan, then, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) such Borrower delivers a new Interest

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Election Request in accordance with the terms of Section 2.07 or a new Borrowing Request in accordance with the terms of Section 2.03, any Term SOFR Loan shall, on the last day of the Interest Period applicable to such Loan, convert to, and shall constitute, an ABR Loan.

(x) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of the term “Interest Period” for any Benchmark settings at or after such time to remove such unavailable

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or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either

(x) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of the term “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

SECTION 2.15. Increased Costs.

and the result of any of the foregoing shall be to increase the cost to the Administrative Agent or such Lender or such other Recipient of making, continuing, converting into or maintaining any Loan or of maintaining its obligation to make any such Loan to the Borrower or to increase the cost to the Administrative Agent, such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by the Administrative Agent, such Lender, the Issuing Bank or such other Recipient hereunder, whether of principal, interest or otherwise, then the Borrower will pay to the Administrative Agent, such Lender, the Issuing Bank or such other Recipient, as applicable, such additional amount or amounts as will compensate the Administrative Agent, such Lender, the Issuing Bank or such other Recipient, as applicable, for such additional costs incurred or reduction suffered as reasonably determined by the Administrative Agent, such

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Lender or the Issuing Bank (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, such Lender or the Issuing Bank, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as the Administrative Agent, such Lender or the Issuing Bank, as applicable, then reasonably determines to be relevant).

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Term SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto,

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2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 2.17. Taxes.

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manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

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certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E; or

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

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payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out- of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and

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is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent, the Swingline Lender and the Issuing Bank from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), third, to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans and unreimbursed L/C Disbursements, to pay any amounts owing in respect of Swap Agreement Obligations and Banking Services Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.24 (with amounts allocated to the Term Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.10 in inverse order of maturity) and to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate Revolving L/C Exposure, to be held as cash collateral for such Obligations, ratably, and fifth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Term SOFR Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Notwithstanding the foregoing, Secured Obligations arising under Banking Services Obligations or Swap Agreement Obligations shall be excluded from the application described above and paid in clause sixth if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable provider of such Banking Services or Swap Agreements.

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arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders.

2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The relevant Loan Party hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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that (i) such Loan Party shall have received the prior written consent of the Administrative Agent (and if a Revolving Facility Commitment is being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or such Loan Party (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Nothing in this Section 2.19 or in any other provision of this Agreement shall be deemed to prejudice any rights that any Loan Party may have against any Lender that is a Defaulting Lender. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and

(ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

SECTION 2.20. Increase in Revolving Facility Commitments and/or Incremental

Term Loans.

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other financial institution reasonably acceptable to the Administrative Agent (each, a “New Revolving Facility Lender,” an “Incremental Term Lender” or generally, a “New Lender”; provided that no Ineligible Institution may be a New Lender) to whom the New Commitments have been (in accordance with the prior sentence) allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (i) the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans;

(ii) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(f); and

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effect to the addition of such New Revolving Facility Commitments to the Revolving Facility Commitments, (ii) each New Revolving Facility Commitment shall be deemed for all purposes a Revolving Facility Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Facility Loan and have the same terms as any existing Revolving Facility Loan and (iii) each New Revolving Facility Lender shall become a Lender with respect to the Revolving Facility Commitments and all matters relating thereto.

SECTION 2.21. [Reserved].

SECTION 2.22. [Reserved].

SECTION 2.23. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

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(y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s Revolving L/C Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.23 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

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(b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders that are Revolving Facility Lenders in accordance with their respective Revolving Facility Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non- Defaulting Lender’s Revolving Facility Credit Exposure to exceed its Revolving Facility Commitment and the conditions set forth in Section 4.02 are satisfied at such time;

If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into

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arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Issuing Bank and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Revolving Facility Lender to be a Defaulting Lender, then the Swingline Exposure and Revolving L/C Exposure of the Revolving Facility Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Facility Commitment and on such date such Revolving Facility Lender shall purchase at par such of the Revolving Facility Loans of the other Revolving Facility Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Facility Lender to hold such Revolving Facility Loans in accordance with its Applicable Percentage in respect of the Revolving Facility.

SECTION 2.24. Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.

ARTICLE III REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower represents and warrants to each of the Lenders with respect to itself and each of the Subsidiaries that:

SECTION 3.01. Organization; Powers. Except as set forth on Schedule 3.01, each of Holdings, the Borrower and the Subsidiaries (a) is duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization except for such failures to be in good standing which could not reasonably be expected to have a Material Adverse Effect, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder.

SECTION 3.02. Authorization. The execution, delivery and performance by each of Holdings, the Borrower and the Subsidiaries of each of the Loan Documents to which it is a party, and the borrowings hereunder and the Transactions (a) have been duly authorized by all corporate, stockholder, limited liability company or partnership action required to be obtained by Holdings, the Borrower and any such Subsidiaries and (b) will not (i) violate (A) any provision of (x) law, statute, rule or regulation or (y) the certificate or articles of incorporation or other constitutive documents or by-laws of Holdings, the Borrower or any such Subsidiary, (B) any applicable order of any court or any rule, regulation or order of

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any Governmental Authority or (C) any provision of any indenture, lease, agreement or other instrument to which Holdings, the Borrower or any such Subsidiary is a party or by which any of them or any of their respective property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, lease, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) (other than subclause (A)(y) thereof) or (ii) of this Section 3.02, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by Holdings, the Borrower or any such Subsidiary, other than the Liens created by the Loan Documents.

SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

SECTION 3.04. Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Transactions except for (a) the filing of UCC financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office or, with respect to intellectual property which is the subject of registration or application for registration outside the United States, such applicable patent, trademark or copyright office or other intellectual property authority, (c) such consents, authorizations, filings or other actions that have been made or obtained and are in full force and effect, (d) filings with the SEC reporting the Transactions and (e) such actions, consents and approvals the failure to be obtained or made which could not reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Financial Statements. There has heretofore been furnished to the Lenders (a) the audited consolidated and combined balance sheet as of December 31, 2020 and 2019 and the related audited consolidated and combined statements of comprehensive loss, members’ equity and cash flows for the fiscal years then ended of Topco and its consolidated and combined subsidiaries and (b) the unaudited consolidated balance sheet as of June 30, 2021 and the related unaudited consolidated income statement and statement of cash flows for the fiscal quarters and the portion of the fiscal year then ended of Topco and its consolidated subsidiaries, in each case, which were prepared in accordance with GAAP consistently applied during such periods and fairly present, in the case of clause (a), the consolidated and combined financial position of Topco and its consolidated and combined subsidiaries as of the dates thereof and the consolidated and combined results of operations and cash flows thereof for the periods then ended and, in the case of clause (b), the consolidated financial position of Topco and its consolidated subsidiaries as of the date thereof and the consolidated results of operations and cash flows thereof for the period then ended (subject, in case of the financial statements referred to in clause (b), to normal year-end audit adjustments and the absence of footnotes).

SECTION 3.06. No Material Adverse Effect. Since December 31, 2020, there has been no event or occurrence which has resulted in or would reasonably be expected to result in, individually or in the aggregate, any Material Adverse Effect.

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SECTION 3.07. Title to Properties; Possession Under Leases.

SECTION 3.08. Litigation; Compliance with Laws.

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SECTION 3.09. Federal Reserve Regulations.

SECTION 3.10. Investment Company Act. None of Holdings, the Borrower or any Subsidiary is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

SECTION 3.11. Use of Proceeds. The Borrower will use the proceeds of the Loans made on the Effective Date, together with cash on hand of Holdings, the Borrower and the Subsidiaries (including a portion of the SPAC Proceeds), only (a) to finance the Existing Indebtedness Refinancing, (b) to pay Transaction Costs and (c) to the extent of any remaining proceeds, for working capital and other general corporate purposes (including refinancing existing Indebtedness and Permitted Business Acquisitions). The Borrower will use the proceeds of the Loans (other than the Loans made on the Effective Date), and may request the issuance of Letters of Credit, as applicable, only for working capital and other general corporate purposes of the Borrower and its Subsidiaries (including refinancing existing Indebtedness and Permitted Business Acquisitions). The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and each of Holdings and the Borrower shall use reasonable efforts to procure that the Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation, in any material respect, of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case except to the extent permitted for a Person required to comply with Sanctions or (iii) in any manner that would result in the violation in any material respect of any Sanctions applicable to any party hereto.

SECTION 3.12. Tax Returns. Except as set forth on Schedule 3.12:

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SECTION 3.13. No Material Misstatements.

SECTION 3.14. Employee Benefit Plans.

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SECTION 3.15. Environmental Matters. Except as to matters that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (a) no written notice, request for information, order, complaint, Environmental Claim or penalty has been received by Holdings, the Borrower or any of the Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against Holdings, the Borrower or any of the Subsidiaries which allege a violation of or liability under any Environmental Laws, in each case relating to Holdings, the Borrower or any of the Subsidiaries, (b) Holdings, the Borrower and the Subsidiaries has all environmental, health and safety permits necessary for its operations as currently conducted to comply with all applicable Environmental Laws and is, and has been, in compliance with the terms of such permits and with all other applicable Environmental Laws except for non-compliances which have been resolved and the costs of such resolution have been paid, (c) [intentionally omitted], (d) to the knowledge of the Borrower and the Subsidiaries, no Hazardous Material is located at any property currently owned, operated or leased by Holdings, the Borrower or any of the Subsidiaries that would reasonably be expected to give rise to any liability or Environmental Claim of Holdings, the Borrower or any of the Subsidiaries under any Environmental Laws, and no Hazardous Material has been generated, owned or controlled by Holdings, the Borrower or any of the Subsidiaries and transported to or Released at any location in a manner that would reasonably be expected to give rise to any liability or Environmental Claim of Holdings, the Borrower or any of the Subsidiaries under any Environmental Laws, (e) to the knowledge of the Borrower and the Subsidiaries, there are no acquisition agreements pursuant to which Holdings, the Borrower or any of the Subsidiaries has expressly assumed or undertaken responsibility for any liability or obligation of any other Person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the date hereof, (f) to the knowledge of the Borrower and the Subsidiaries, there are no landfills or disposal areas located at, on, in or under the assets of Holdings, the Borrower or any Subsidiary, and (g) to the knowledge of the Borrower and the Subsidiaries, except as listed on Schedule 3.15, there are not currently and there have not been any underground storage tanks “owned” or “operated” (as defined by applicable Environmental Law) by Holdings, the Borrower or any Subsidiary or present or located on Holdings’, the Borrower’s or any Subsidiary’s Real Property. For purposes of Section 7.01(a), each of the representations and warranties contained in clauses (d), (e), (f) and

(g) of this Section 3.15 that are qualified by the knowledge of the Borrower and the Subsidiaries shall be deemed not to be so qualified.

SECTION 3.16. Solvency.

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SECTION 3.17. Labor Matters. There are no strikes pending or threatened against Holdings, the Borrower or any of the Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The hours worked and payments made to employees of Holdings, the Borrower and the Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters. All material payments due from Holdings, the Borrower or any of the Subsidiaries or for which any claim may be made against Holdings, the Borrower or any of the Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings, the Borrower or such Subsidiary to the extent required by GAAP. The consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is a party or by which Holdings, the Borrower or any of the Subsidiaries (or any predecessor) is bound, other than collective bargaining agreements that, individually or in the aggregate, are not material to Holdings, the Borrower and the Subsidiaries, taken as a whole.

SECTION 3.18. Insurance. The Borrower has certified to the Administrative Agent a true, complete and correct description of all material insurance maintained by or on behalf of Holdings, the Borrower or the Subsidiaries as of the Effective Date. As of such date, such insurance is in full force and effect. The Borrower believes that the insurance maintained by or on behalf of Holdings, the Borrower and the Subsidiaries is adequate.

SECTION 3.19. Anti-Corruption Laws and Sanctions. Holdings and the Borrower have implemented and maintain in effect policies and procedures reasonably designed to promote and achieve compliance in all material respects by Holdings, the Borrower, the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Holdings, the Borrower, the Subsidiaries and their respective officers and employees and, to the knowledge of the Borrower, their respective directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Holdings, the Borrower, any Subsidiary or, to the knowledge of the Borrower, any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of Holdings, the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facilities established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate Anti-Corruption Laws or applicable Sanctions.

SECTION 3.20. Affected Financial Institutions. No Loan Party is an Affected Financial Institution.

SECTION 3.21. Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents, upon execution and delivery by the parties thereto, create legal and valid Liens on all of the Collateral in respect of which and to the extent this Agreement and such other Loan Documents purport to create Liens in favor of the Administrative Agent, for the benefit of the Secured Parties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by this Agreement or the other Loan Documents), and the taking of all other actions to be taken pursuant to the terms of this Agreement and the other Loan Documents, such Liens constitute perfected first priority Liens on the Collateral (subject to Liens permitted by Section 6.02) to the extent perfection can be obtained by the filing of UCC financing statements, possession or control, securing the Secured Obligations, enforceable against the applicable Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization,

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moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.22. Capitalization and Subsidiaries. As of the Effective Date, Schedule 3.22 sets forth (a) a correct and complete list of the name and relationship to Holdings of each and all of Holdings’ and the Borrower’s Subsidiaries, (b) a true and complete listing of each class of each of Holdings’, the Borrower’s and their Subsidiaries’ authorized Equity Interests, all of which issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule 3.22, and (c) the type of entity of Holdings, the Borrower and each of the Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non assessable. There are no outstanding commitments or other obligations of any Loan Party to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity interests of any Loan Party.

ARTICLE IV CONDITIONS OF LENDING

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.08):

(iv) Kutak Rock LLP, Arizona local counsel for the Loan Parties, in each case, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.

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materiality qualifier) on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) as of such earlier date), (ii) that no Event of Default or Default has occurred and is continuing as of such date and (iii) that the conditions set forth in Sections 4.01(j) and 4.01(k) have been satisfied.

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the Borrower pursuant to the Existing Indebtedness Refinancing and (B) U.S.$10,000,000 shall have been allocated to cash on the combined or consolidated balance sheet of the Borrower and its Subsidiaries (collectively, the “SPAC Transactions”).

SECTION 4.02. All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment or extension of a Letter of Credit:

Each Borrowing and each issuance, amendment or extension of a Letter of Credit (other than an amendment or extension of a Letter of Credit without any increase in the stated amount of such Letter of Credit) made by the Borrower shall be deemed to constitute a representation and warranty by the Borrower on the date of such Borrowing, issuance, amendment or extension, as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.02.

ARTICLE V AFFIRMATIVE COVENANTS

Each of Holdings and the Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired, in each case, without any pending draw, and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each of Holdings and the Borrower will, and will cause each of the Subsidiaries to:

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SECTION 5.01. Existence; Businesses and Properties.

SECTION 5.02. Insurance.

5.02 is taken out by Holdings, the Borrower or any of the Subsidiaries; and promptly deliver to the

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Administrative Agent a duplicate original copy of such policy or policies, or an insurance certificate with respect thereto.

agreed that:

SECTION 5.03. Taxes. Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (a) the validity or amount thereof shall be contested in good faith by appropriate proceedings, and Holdings, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto, or (b) the aggregate amount of such Taxes, assessments, charges, levies or claims does not exceed U.S.$1,000,000.

SECTION 5.04. Financial Statements, Reports, etc. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

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December 31, 2023) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations and cash flows of Ultimate Parent and its Subsidiaries on a consolidated basis in accordance with GAAP;

(b) above will differ from the consolidated results of operations and financial position of Holdings and its Subsidiaries (as a stand-alone company) for such applicable period, then, such certificate shall include a schedule prepared by a Financial Officer on behalf of the Borrower setting out in reasonable detail any variances between the consolidated financial position, results of operations and cash flows of Ultimate Parent and its Subsidiaries, on the one hand, and Holdings and its Subsidiaries (as a stand-alone company), on the other hand, for such applicable period, which schedule shall be certified by a Financial Officer of the Borrower as presenting fairly, in all material respects, such variances;

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(20) days after the end of each month ending during the period beginning with the month in which the Second Amendment Effective Date occurs through and including the month ending December 31, 2024, a certificate of a Financial Officer of the Borrower setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenant contained in Section 6.12(b);

SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent, which shall furnish to each Lender, written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

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Each notice delivered under this Section 5.05 shall (i) be in writing, (ii) contain a heading or a reference line that reads “Notice under Section 5.05 of the Fathom Credit Agreement dated as of December 23, 2021” and (iii) be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.06. Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (owned or leased), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03. Holdings and the Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote and achieve compliance by Holdings, the Borrower, the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.07. Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP and permit any Persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any Persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of Holdings, the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract), all at the expense of the Borrower.

SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and the issuance of Letters of Credit solely for the purposes described in Section 3.11.

SECTION 5.09. Compliance with Environmental Laws. Comply, and make commercially reasonable efforts to cause all lessees and other Persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain and renew all material authorizations and permits required pursuant to Environmental Law for its operations and properties, in each case in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.10. Further Assurances.

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satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(5) Business Days (or such later date as is agreed upon by the Administrative Agent) after the date such Subsidiary becomes a Subsidiary Loan Party (including as a result of becoming a Material Subsidiary), notify the Administrative Agent and the Lenders thereof and, within sixty (60) Business Days after the date such Subsidiary becomes a Subsidiary Loan Party (including as a result of becoming a Material Subsidiary) (or such later date as is agreed upon by the Administrative Agent), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party. The Administrative Agent may (in its sole discretion) extend such date to a later date acceptable to the Administrative Agent.

5.10 need not be satisfied if such action would violate Section 9.21 hereof. In addition, the Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to

(i) any Equity Interests acquired after the Effective Date in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Equity Interests (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary), (ii) any assets acquired after the Effective Date, to the extent that, and for so long as, taking such actions would violate a contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) that is secured by a Lien permitted pursuant to Section 6.02(i)) or (iii) any Equity Interests in or any asset of a Foreign Subsidiary if the Borrower demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of the satisfaction of the Collateral and Guarantee Requirement of this Section 5.10 with respect thereto exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, the Borrower shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, other than those set forth in a joint venture agreement to which the Borrower or any Subsidiary is a party.

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date of occurrence of the applicable event (or such later date as is agreed upon by the Administrative Agent) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to comply with the requirements set forth in clause (g) of the definition of the term “Collateral and Guarantee Requirement”.

SECTION 5.11. Fiscal Year. In the case of Holdings and its Subsidiaries, cause their fiscal year to end on December 31 and each fiscal quarter to end on March 31, June 30, September 30 and December 31.

SECTION 5.12. Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth in Schedule 5.12, in each case within the time periods specified therein (including any extension of such time periods permitted by the Administrative Agent pursuant to paragraph

SECTION 5.13. Collateral Information. Within thirty (30) days of the Third Amendment Effective Date (or such later date as the Administrative Agent may agree), deliver to the Administrative Agent (a) a true and complete list of (or organization chart displaying) the name and jurisdiction of organization of each direct or indirect subsidiary of Holdings as of such date and (b) a true and complete list, with respect to each Loan Party, of (i) all Patents (as defined in the Collateral Agreement) that have been granted by the United States Patent and Trademark Office, and Patents for which United States applications are pending, (ii) all Copyrights (as defined in the Collateral Agreement) that have been registered with the United States Copyright Office, and Copyrights for which United States registration applications are pending, (iii) all Trademarks (as defined in the Collateral Agreement) that have been registered with the United States Patent and Trademark Office, and Trademarks for which United States registration applications are pending, in each case specifying, true and completely, the name of the applicable Loan Party, the title, the registration or application number and the registration or filing date, in each case of clauses (a) and (b) duly executed and certified by a Responsible Officer of each of Holdings and the Borrower.

SECTION 5.14. Lender Calls. Within five Business Days after the date that any financial statements are required to be delivered pursuant to Section 5.04(a) or 5.04(b) in respect of the fiscal quarter ended September 30, 2023, the fiscal year ending December 31, 2023 and, the fiscal quarter ending March 31, 2024 and the fiscal quarter ending June 30, 2024, Holdings and the Borrower will hold and participate in a quarterly conference call or teleconference at a time selected by the Administrative Agent and reasonably acceptable to Holdings and the Borrower, with all of the Lenders that choose to participate, to review the financial results of Holdings and its Subsidiaries for such fiscal quarter or fiscal year, as applicable, and the financial condition of Holdings and its Subsidiaries.

SECTION 5.15. Third Amendment Term Loan Prepayment Agreements. On or prior to (a) January 31, 2024 or (b) in the event a Credit Support is executed (if applicable) and delivered toTake-Private Agreements. The Borrower shall not permit Ultimate Parent or any other party to any of the Take-Private Agreements to amend, restate, supplement, modify or waive, or grant any consent under, any of the Take-Private Agreements, in each case, if such amendment, restatement, supplement, modification, waiver or consent is materially adverse to the interests of the Third Amendment Consenting Term Lenders on or prior to January 31, 2024, June 30, 2024 (or, in the case of each of clauses (a) and (b), such later date asin their capacities as such, unless (a) the Borrower shall have given to the Administrative Agent at least five (5) Business Days’ prior written notice thereof and (b) the Majority Third Amendment Consenting Term Lenders may agree in writing), the Borrower shall cause Ultimate Parent and the other parties thereto to have entered into definitive binding agreements, which agreements shall have been approved by the Board of Directors of, and publicly announced by,

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Ultimate Parent on or prior to the applicable date set forth above (the “Binding Agreement”), providing for the receipt by Ultimate Parent, on or prior to the date that the Third Amendment Term Loan Prepayment is required to be made pursuant to Section 2.11(h), of proceeds of an issuance of, or cash capital contributions in respect of, Equity Interests (other than Disqualified Equity Interests) in Ultimate Parent (and including a binding commitment for the purchase of, or the making of cash capital contributions in respect of, such Equity Interests (other than Disqualified Equity Interests)), in an aggregate amount of not less than U.S.$50,000,000 and otherwise in compliance with the requirements set forth in Section 6.17. It is shall have provided their prior written consent thereto; provided that the Majority Third Amendment Consenting Term Lenders shall be deemed to have consented to any such amendment, restatement, supplement, modification, waiver or consent unless the Majority Third Amendment Consenting Term Lenders (or the Administrative Agent at the direction of the Majority Third Amendment Consenting Term Lenders) shall object in writing (which may be by email) thereto within five (5) Business Days of receipt of written notice of such amendment, restatement, supplement, modification, waiver or consent (it being understood and agreed that any reduction of the amount required to be funded or otherwise paid by the Sponsor pursuant to the Equity Commitment Letter (other than any such reduction expressly permitted by the terms thereof as in effect on the Fourth Amendment Effective Date) would be materially adverse to the interests of the Third Amendment Consenting Term Lenders in their capacities as such). It is further understood and agreed that this Section 5.15 is intended to be a covenant by the Borrower and will be interpreted as such for purposes of Section 7.01(d) notwithstanding that the Borrower does not control Ultimate Parent or one or more of the other parties to the Binding AgreementTake-Private Agreements.

ARTICLE VI NEGATIVE COVENANTS

Each of Holdings (solely with respect to Sections 6.09(a), 6.16 and, 6.17 and 6.18) and the Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, Holdings (solely with respect to Sections 6.09(a) and 6.16) will not, and the Borrower will not, and will not cause or permit any of the Subsidiaries to:

SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

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Subsidiary, pursuant to reimbursement or indemnification obligations to such Person; provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than thirty (30) days following such incurrence;

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(ii) the Borrower is in compliance with the Financial Covenants calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period and (iii) the Net Leverage Ratio shall not exceed 3.75 to

1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period; and

SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any Person, including any Subsidiary) at the time owned by it or on any income or revenues or rights in respect of any thereof, except:

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interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary or would result in a Material Adverse Effect;

7.01(j);

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6.01(q);

SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a “Sale and Lease-Back Transaction”), except for any such Sale and Lease-Back Transaction

(a) entered into by the Borrower or any Subsidiary in respect of any fixed or capital assets (i) acquired or constructed by the Borrower or any Subsidiary after the Effective Date and (ii) sold or transferred by the Borrower or any Subsidiary for cash consideration in an amount not less than the fair value of such fixed or capital asset and (b) consummated within 90 days after the Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset; provided that at the time of consummation of such Sale and Lease-Back Transaction and after giving effect thereto, (x) the Borrower is in compliance with the Financial Covenants calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period and (y) in the case of any Sale and Lease-Back Transaction consummated during the Covenant Relief Period, the Net Leverage Ratio shall not exceed 3.75 to 1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period.

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SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire (including pursuant to any merger or consolidation with a Person that is not a Wholly Owned Subsidiary immediately prior to such merger or consolidation) any Equity Interests, evidences of Indebtedness or other securities of, make or permit to exist any loans or advances (other than intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Borrower and the Subsidiaries) to or Guarantees of the obligations of, or make or permit to exist any investment or any other interest in (each, an “Investment”), in any other Person, except:

made;

6.02(g);

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giving effect to any write-off or write-down thereof) of any Investments made in reliance upon Section 6.04(i), in each case to the extent made during the Covenant Relief Period, shall not exceed the greater of

(x) U.S.$3,000,000 and (y) 7.50% of EBITDA as of the last day of the most recently ended Test Period.

SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of any Subsidiary or preferred equity interests of the Borrower (except to the extent that no cash interest or other cash payments are required in respect thereof), or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other Person, except that this Section 6.05 shall not prohibit:

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assets sold, transferred, leased or otherwise disposed of in reliance upon this paragraph (g) and in reliance upon the second proviso to paragraph (c) above shall not exceed, in any fiscal year of Holdings, the greater of (i) U.S.$1,400,000 and (ii) 3.5% of EBITDA as of the last day of the most recently ended Test Period;

Notwithstanding anything to the contrary contained in Section 6.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a) (other than clause (iii) thereof) or (d) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets in excess of U.S.$500,000 shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (ii) and (iii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Subsidiary of the Borrower that is assumed by the transferee of any such assets shall be deemed cash.

SECTION 6.06. Dividends and Distributions. Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

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and Holdings may make distributions to Topco, in such amounts, and at such times, as is necessary to enable Ultimate Parent to timely satisfy Ultimate Parent’s payments obligations under the Tax Receivable Agreement;

2.50 to 1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period; provided further that no Restricted Payments shall be made in reliance upon this Section 6.06(g) during the Covenant Relief Period; and

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SECTION 6.07. Transactions with Affiliates.

Section 6.06;

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than the other holders of Indebtedness of the Borrower or any Subsidiary or (B) of Equity Interests of the Borrower or any Subsidiary where such Person is treated no more favorably than the other holders of Equity Interests of the Borrower or any Subsidiary; and/or

SECTION 6.08. Business of the Borrower and the Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business or business activity other than any business or business activity conducted by it on the Effective Date and any business or business activities incidental or related thereto, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or ancillary thereto.

SECTION 6.09. Limitation on Modifications of Organizational Documents; Modifications of Subordinated Indebtedness; and Burdensome Agreements.

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SECTION 6.10. Interest Coverage Ratio. (a) At any time prior to the Covenant Changeover Date, permit the Interest Coverage Ratio as of the last day of any fiscal quarter of Holdings, commencing with the fiscal quarter ending on JuneSeptember 30, 2024, to be less than the applicable ratio set forth opposite such fiscal quarter below:

 

Fiscal Quarter	Interest Coverage Ratio
Each fiscal quarter ending on and after JuneSeptember 30, 2024 through and including December 31, 2024	1.201.15 to 1.00
Each fiscal quarter ending on and after March 31, 2025 through and including December 31, 2025	1.25 to 1.00
Fiscal quarter ending on March 31, 2026	1.35 to 1.00
Fiscal quarter ending on June 30, 2026	1.45 to 1.00
Fiscal quarter ending on September 30, 2026 and thereafter	1.55 to 1.00

 

(b) Permit the Interest Coverage Ratio as of the last day of any fiscal quarter of Holdings ending on or after the Covenant Changeover Date to be less than 2.50 to 1.00.

SECTION 6.11. Net Leverage Ratio. (a) At any time prior to the Covenant Changeover Date, permit the Net Leverage Ratio as of the last day of any fiscal quarter of Holdings, commencing with the fiscal quarter ending on JuneSeptember 30, 2024, to be greater than the applicable ratio set forth opposite such fiscal quarter below:

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Fiscal Quarter	Net Leverage Ratio
Fiscal quarter ending on June 30, 2024	7.00 to 1.00
Fiscal quarter ending on September 30, 2024	6.757.75 to 1.00
Fiscal quarter ending on December 31, 2024	6.507.25 to 1.00
Fiscal quarter ending on March 31, 2025	6.256.75 to 1.00
Fiscal quarter ending on June 30, 2025	6.006.25 to 1.00
Fiscal quarter ending on September 30, 2025	5.75 to 1.00
Fiscal quarter ending on December 31, 2025	5.505.25 to 1.00
Fiscal quarter ending on March 31, 2026	5.004.75 to 1.00
Fiscal quarter ending on June 30, 2026	4.504.25 to 1.00
Fiscal quarter ending on September 30, 2026 and thereafter	4.00 to 1.00

 

(b) Permit the Net Leverage Ratio as of the last day of any fiscal quarter of Holdings ending on or after the Covenant Changeover Date to be greater than 3.50 to 1.00; provided that in the event the Borrower or any of the Subsidiaries consummates a Qualified Material Acquisition after the Covenant Changeover Date, the Borrower may, by notice delivered to the Administrative Agent, elect to increase the maximum Net Leverage Ratio permitted by this Section 6.11(b) to 4.00 to 1.00 with respect to the fiscal quarter during which such Qualified Material Acquisition shall have been consummated and each of the three immediately following fiscal quarters; provided further that no such election may be made unless, as of the end of at least two consecutive fiscal quarters immediately preceding such election, the Net Leverage Ratio was not greater than the Net Leverage Ratio that would have been required for such fiscal quarters pursuant to this Section 6.11(b) assuming this Section 6.11(b) were in effect for each of such fiscal quarters and without giving effect to the immediately preceding proviso.

SECTION 6.12. Minimum EBITDA and Liquidity. (a) As of the last day of any fiscal quarter of Holdings set forth below, commencing with the fiscal quarter ending on September 30, 2023, permit EBITDA for fiscal quarters ending on September 30, 2023 and December 31, 2023 to be less than the applicable amount set forth opposite such fiscal quarter below:U.S.$1,500,000.

 

Fiscal Quarter	Minimum EBITDA
Fiscal quarter ending on September 30, 2023	U.S.$1,500,000
Fiscal quarter ending on December 31, 2023	U.S.$2,700,000

 

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(b) Permit the Liquidity to be less than (i) as of the last day of any month ending on and after September 30, 2023 through and including November 30, 2023, U.S.$13,500,000 and, (ii) as of the last day of any month ending on and after December 31, 2023, U.S.$10,000,000, and (iii) as of the last day of any month ending on and after the Fourth Amendment Effective Date through and including December 31, 2024, U.S.$10,000,0006,000,000.

SECTION 6.13. Swap Agreements. Enter into any Swap Agreement, other than

SECTION 6.14. Designated Senior Debt. Designate any Indebtedness of the Borrower or any of the Subsidiaries other than the Secured Obligations as “senior indebtedness” or “designated senior indebtedness” or words of similar import under and in respect of any other indenture, agreement or instrument under which any other Subordinated Indebtedness is outstanding.

SECTION 6.15. Restricted Debt Payments. Make any payment in cash on or in respect of principal of or interest on any Restricted Debt, including any sinking fund or similar deposit, on account of the purchase, defeasance, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt (collectively, “Restricted Debt Payments”), except:

2.75 to 1.00 calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period.

SECTION 6.16. Permitted Activities of Holdings. Holdings will not:

(iii) Indebtedness owed to the Borrower or any Subsidiary;

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other information regarding the Successor Holdings requested in writing of the Borrower in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act, and (iii) no Change in Control results therefrom; it being understood and agreed that (I) if the foregoing conditions under clauses (i), (ii) and (iii) are satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement and the other Loan Documents and (II) Holdings may convert into another form of entity so long as such conversion does not materially impair the Guarantee or the Collateral (or the Liens on the Collateral) provided by Holdings pursuant to the Loan Documents.

SECTION 6.17. Third Amendment Term Loan Prepayment. Finance, fund or otherwise make or pay the Third Amendment Term Loan Prepayment with any cash, cash equivalents or other Permitted Investments other than the proceeds of an issuance of, or cash capital contributions in respect of, Equity Interests (other than Disqualified Equity Interests) in Ultimate Parent, which proceeds shall have been contributed to Holdings pursuant to an issuance of, or cash capital contribution in respect of, Equity Interests (other than Disqualified Equity Interests) in Holdings and shall have been contributed to the Borrower as a cash capital contribution by Holdings in respect of the common Equity Interests in the Borrower; provided that (a) each such issuance or capital contribution shall have occurred after the Third Amendment Effective Date and on or prior to the date the Third Amendment Term Loan Prepayment is made by the Borrower pursuant to Section 2.11(h), and (b) notwithstanding anything to the contrary contained herein, no such issuance of, or capital contribution in respect of, such Equity Interests (other than Disqualified Equity Interests) in Ultimate Parent or Holdings and no such capital contribution in respect of Equity Interests in the Borrower, in each case, in respect of funding the Third Amendment Term Loan Prepayment, shall constitute a Specified Cure Contribution for purposes of Section 7.02 or any other provision of this Agreement.

SECTION 6.18. Take-Private Payments. Finance, fund or otherwise make or pay, by way of Restricted Payment, Investment or otherwise, (a) any payment required to be made by any party to the Merger Agreement in respect of any amounts to which any Person may become entitled pursuant to Section 2.9, 2.10 or 8.3 of the Merger Agreement (or any similar provision set forth in any Take-Private Agreement) (other than (i) in the case of Section 8.3(a) of the Merger Agreement, any payment of any costs or expenses incurred by the Ultimate Parent and its Subsidiaries, other than any such payments restricted by clause (c) below, and (ii) payments pursuant to Section 2.9 of the Merger Agreement made, on and after the Closing Date (as defined in the Merger Agreement), through the payroll of the Ultimate Parent or any of its Subsidiaries as contemplated by such Section of the Merger Agreement), (b) any amounts required to be funded or payments required to be made by any Person pursuant to the Equity Commitment Letter or (c) any payment in respect of any costs or expenses incurred by, or required to be paid or reimbursed by, the Sponsor (including Parent (as defined in the Merger Agreement) or any Investor (as defined in the Equity Commitment Letter), but excluding Ultimate Parent or any of its Subsidiaries) in connection with the transactions contemplated by any of the Take-Private Agreements. For the avoidance of doubt, notwithstanding anything herein to the contrary, nothing in this Section 6.18 shall prohibit any Loan Party or any other Person from making the payment of interest, principal, fees or other amounts on the Secured Obligations hereunder (except as expressly set forth in Section 6.17).

ARTICLE VII EVENTS OF DEFAULT

SECTION 7.01. Events of Default. In case of the happening of any of the following events (“Events of Default”):

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Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any of the Subsidiaries or for a substantial part of the property or assets of Holdings, the Borrower or any of the Subsidiaries or (iii) the winding-up or liquidation of Holdings, the Borrower or any Subsidiary (except, in the case of any Subsidiary, in a transaction permitted by Section 6.05); and such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

then, and in every such event (other than an event with respect to the Borrower described in paragraph (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions,

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at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding and (iii) demand cash collateral pursuant to Section 2.05(j); and in any event with respect to the Borrower described in paragraph (h) or (i) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Secured Obligations of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for cash collateral to the full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

SECTION 7.02. Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, commencing with the fiscal quarter of Holdings ending on JuneSeptember 30, 2024, in the event that the Borrower fails (or, but for the operation of this Section 7.02, would fail) to comply with the requirements of the Financial Covenants, until the expiration of the tenth (10th) Business Day subsequent to the date the certificate calculating the Financial Covenants is required to be delivered pursuant to Section 5.04(c) with respect to the applicable fiscal quarter or fiscal year (the “Cure Expiration Date”), Holdings shall have the right, for the benefit of the Borrower, so long as the proceeds of such Specified Cure Contribution (as defined below) are contributed to the Borrower, to issue Eligible Equity Interests for cash or to receive a cash contribution in respect of its equity constituting Eligible Equity Interests (the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Specified Cure Contribution”) the Financial Covenants shall be recalculated giving effect to the following pro forma adjustments in a manner acceptable to the Administrative Agent:

(b) Notwithstanding anything herein to the contrary, (i) the Cure Right may not be exercised more than two (2) times in any period of four (4) consecutive fiscal quarters of Holdings and may not be exercised in any two (2) consecutive fiscal quarters, (ii) the Cure Right shall be exercised no more than five (5) times over the term of this Agreement, (iii) the Specified Cure Contribution shall be no greater than the amount required for purposes of complying with the Financial Covenants, (iv) any Specified Cure Contribution shall be used as a prepayment of the Loans under Section 2.11(a), (v) there shall be no pro forma or other reduction of (A) the amount of Consolidated Net Debt included in clause (a) of the definition

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of the term “Net Leverage Ratio” (whether as a result of any prepayment of Indebtedness or any netting of cash or Permitted Investments) or (B) the amount included in clause (b) of the definition of the term “Interest Coverage Ratio”, in each case, by the amount of any Specified Cure Contribution for purposes of determining compliance with the Financial Covenants as of the last day of the fiscal quarter in respect of which the Cure Right was exercised, (vi) after the occurrence of an Event of Default resulting from a failure to comply with the requirements of any Financial Covenant, if Holdings or the Borrower have given the Administrative Agent notice that Holdings or the Borrower intend to cure such failure with the proceeds of a Specified Cure Contribution, neither the Lenders nor the Administrative Agent shall exercise any rights or remedies under Section 7.01 (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of any actual or purported failure to comply with any Financial Covenant until such failure is not cured on or prior to the Cure Expiration Date and (vii) if a failure to comply with any Financial Covenant has occurred and is continuing, no Lender or Issuing Bank shall be required to make any Revolving Facility Loan or Swingline Loan or issue, amend (other than any amendment that does not increase the stated amount of such Letter of Credit) or extend any Letter of Credit unless and until the Specified Cure Contribution is actually received.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Authorization and Action.

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relating to bankruptcy, insolvency or reorganization or relief of debtors; provided further that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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hereunder or thereunder in such capacity, but each such Person shall have the benefit of the indemnities provided for hereunder.

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, the Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.05). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or the Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing Bank in any such proceeding.

SECTION 8.02. Administrative Agent’s Reliance, Indemnification, Etc.

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or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

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SECTION 8.03. Posting of Communications.

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store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

SECTION 8.04. The Administrative Agent Individually. With respect to its Commitment, Loans and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Bank”, “Lenders”, “Required Lenders”, “Majority Lenders”, “Majority Third Amendment Consenting Term Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, the Issuing Bank or as one of the Required Lenders, the Majority Lenders or the Majority Third Amendment Consenting Term Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, Holdings, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Bank.

SECTION 8.05. Successor Administrative Agent.

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Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section 8.05 (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and the Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article VIII and Section 9.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above.

SECTION 8.06. Acknowledgements of Lenders and Issuing Bank.

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or the replacement of, a Lender or Issuing Bank, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

SECTION 8.07. Collateral Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 9.06 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity as such, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties.

SECTION 8.08. Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the U.S. Bankruptcy Code, including under Sections 363, 1123 or 1129 of the U.S. Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so

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purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.08 of this Agreement),

(iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Secured Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Secured Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

SECTION 8.09. Certain ERISA Matters.

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transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

SECTION 8.10. Flood Laws. JPMorgan has adopted internal policies and procedures that address requirements placed on federally regulated lenders under the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMorgan, as administrative agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMorgan reminds each Lender and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

ARTICLE IX MISCELLANEOUS

SECTION 9.01. Notices.

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Fathom Digital Manufacturing Corporation 1050 Walnut Ridge Drive

Hartland, WI 53029 Attention: Mark Frost Phone No: (262) 563-5541

Email: mark.frost@fathommfg.com With copy(s) to:

c/o CORE Industrial Partners, LLC 150 N. Riverside Plaza, Suite 2050

Chicago, Illinois 60606

Attention: John May; Matthew Puglisi Phone No: (312) 566-4880

Email: john@coreipfund.com; matt@coreipfund.com and

Winston & Strawn LLP 200 Park Avenue

New York, NY, 10166

Attention: Kyle G. Foley; Matt Bergmann Phone No: 212-294-4696; 312-558-5924

Email: KFoley@winston.com; MBergman@winston.com

131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

Attention: Loan and Agency Servicing Email: jpm.agency.cri@jpmorgan.com

Agency Withholding Tax Inquiries:

Email: agency.tax.reporting@jpmorgan.com

Agency Compliance/Financials/Intralinks: Email: covenant.compliance@jpmchase.com

JPMorgan Chase Bank, N.A. 131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

Attention: LC Agency Team Phone No: (800) 364-1969

Fax: (856) 294-5267

Email: chicago.lc.agency.activity.team@jpmchase.com

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With a copy to:

JPMorgan Chase Bank, N.A. 131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

Attention: Loan and Agency Servicing Email: jpm.agency.cri@jpmorgan.com

JPMorgan Chase Bank, N.A. 131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

Attention: LC Agency Team Phone No: (312) 732-4135

Email: brianda.floresortiz@chase.com; august.dunn@chase.com

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by fax shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

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SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower and the other Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and the Issuing Bank and shall survive the making by the Lenders of the Loans, the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such Persons or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or L/C Disbursement or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.17 and 9.05) shall survive the payment in full of the principal and interest hereunder, the expiration of the Letters of Credit and the termination of the Commitments or this Agreement.

SECTION 9.03. Integration; Binding Effect. This Agreement, the other Loan Documents, the Third Amendment Fee Letter, the Fourth Amendment Fee Letter and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed and delivered by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, the Issuing Bank, the Administrative Agent and each Lender and their respective permitted successors and assigns.

SECTION 9.04. Successors and Assigns.

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Administrative Agent within ten (10) Business Days after the Borrower has received written notice thereof); provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

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Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund” shall mean any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by a Lender, an Affiliate of a Lender or an entity or an Affiliate of an entity that administers or manages a Lender.

“Ineligible Institution” shall mean (a) a natural person, (b) a Defaulting Lender or its Lender Parent,

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respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the Proposed United States Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

SECTION 9.05. Expenses; Indemnity; Limitation of Liability, Etc.

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and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower and the reasonable fees, disbursements and the charges for no more than one counsel in each jurisdiction where Collateral is located) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Administrative Agent or any Lender (which, in the case of counsel, shall be limited to the reasonable fees, charges and disbursements of one primary outside counsel, and one local counsel in each applicable jurisdiction, for the Administrative Agent and one outside counsel, and one local counsel in each applicable jurisdiction, for the Lenders taken as a group (unless there is an actual or perceived conflict of interest in which case each such other Lender may retain its own counsel)) in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel.

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nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including reasonable and documented counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to Holdings, the Borrower or any of the Subsidiaries, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials, regardless of when occurring, at, under, on or from any Property, any property owned, leased or operated by any predecessor of Holdings, the Borrower or any of the Subsidiaries, or any property at which Holdings, the Borrower or any of the Subsidiaries has sent Hazardous Materials for treatment, storage or disposal, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Arranger, the Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

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SECTION 9.06. Right of Set-off. Subject to Section 9.21, if an Event of Default shall have occurred and be continuing, each Lender and the Issuing Bank and their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other indebtedness at any time owing by such Lender or the Issuing Bank to or for the credit or the account of any Loan Party or any other Domestic Subsidiary, against any and all Secured Obligations, now or hereafter existing under this Agreement or any other Loan Document held by such Lender or the Issuing Bank, irrespective of whether or not such Lender or the Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured. The applicable Lender shall notify the Borrower and the Administrative Agent of such set-off or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under this Section 9.06. The rights of each Lender and the Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or the Issuing Bank may have.

SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment.

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Covenants in this Agreement) or (B) any amendment entered into pursuant to the terms of Section 2.14(b) shall, in either case of the foregoing clauses (A) and (B) constitute a reduction in the rate of interest for purposes of this clause (i) and (2) waiver of the imposition of the default rate of interest shall only require the consent of the Required Lenders and not each Lender directly affected thereby,

provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender acting as such at the effective date of such agreement, as applicable (it being understood that any change to Section 2.23 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender).

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Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this clause (b) and then only in the event such Defaulting Lender shall be adversely affected by such amendment, waiver or other modification. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.

SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or the Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or the Issuing Bank, shall be limited to the Maximum Rate, provided that such excess amount shall be paid to such Lender or the Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.

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SECTION 9.10. Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts; Electronic Execution.

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written consent and pursuant to procedures approved by it; provided further, without limiting the foregoing,

(A) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent, each of the Issuing Banks and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of Holdings, the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (B) upon the request of the Administrative Agent, any Issuing Bank or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each of Holdings and the Borrower, on behalf of itself and each other Loan Party, hereby (x) agrees that for all purposes, including in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Issuing Banks, the Lenders, Holdings, the Borrower and the other Loan Parties, Electronic Signatures transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (y) agrees that the Administrative Agent, each of the Issuing Banks and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Issuing Bank’s or Lender’s reliance on or use of Electronic Signatures and/or transmissions by fac, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of Holdings, the Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process.

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Document against any Loan Party or its properties in the courts of any jurisdiction, (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause.

SECTION 9.16. Confidentiality. Each of the Lenders, the Issuing Bank and the Administrative Agent agrees that it shall maintain in confidence any Information (as defined below) relating to Holdings, the Borrower and the other Loan Parties furnished to it by or on behalf of Holdings, the Borrower or the other Loan Parties (other than Information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, the Issuing Bank or the Administrative Agent without violating this Section 9.16 or (c) was available to such Lender, the Issuing Bank or the Administrative Agent from a third party having, to such Person’s knowledge, no obligations of confidentiality to Holdings, the Borrower or any other Loan Party) and shall not reveal the same other than to any Person that approves or administers the Loans on behalf of such Lender (so long as each such Person shall be subject to a professional or other obligation of confidentiality or shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to Governmental Authorities or the National Association of Insurance Commissioners, (C) to its Related Parties, auditors or other representatives (so long as each such Person shall be subject to a professional or other obligation of confidentiality or shall have been instructed to keep the same confidential in accordance with this Section 9.16), (D) in order to enforce its rights under any Loan Document in a legal proceeding, (E) to any assignee of or Participant in, or any prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such Person shall have been instructed to keep the same confidential in accordance with this Section

9.16) (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective

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assignee or Participant, in reliance on this clause (E)), (F) to any direct or indirect contractual counterparty in Swap Agreements or such contractual counterparty’s Related Parties (so long as such contractual counterparty or Related Party to such contractual counterparty agrees to be bound by the provisions of this Section 9.16), (G) on a confidential basis to (i) any rating agency in connection with rating Holdings, the Borrower or any of the Subsidiaries or the credit facility provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facility provided hereunder or (H) with the prior written consent of the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and Information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. “Information” shall mean all information received from Holdings or the Borrower relating to Holdings, the Borrower or any of the Subsidiaries or its or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by Holdings or the Borrower.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS, THE BORROWER AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY HOLDINGS, THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDINGS, THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RESPECTIVE RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.17. Release of Liens and Guarantees. In the event that any Loan Party conveys, sells, assigns, transfers or otherwise disposes of all or any portion of any of the Equity Interests or assets of any Subsidiary Loan Party or any of its other assets (other than the Equity Interests of the Borrower) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by Section 6.05, the Administrative Agent shall, in each case, promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets, and, in the case of a disposition of the Equity Interests of any Subsidiary Loan Party that is not the Borrower in a transaction permitted by Section 6.05 and as a result of which such Subsidiary Loan Party would cease to be a Subsidiary, terminate such Subsidiary Loan Party’s obligations under its Guarantee. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by the Borrower and at the Borrower’s expense to terminate

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the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests, asset or subsidiary of the Borrower shall no longer be deemed to be made once such Equity Interests or asset is so conveyed, sold, assigned, transferred or disposed of. In addition, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably authorizes the Administrative Agent, at its option and in its discretion, (i) to subordinate any Lien on any assets granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such assets that is permitted by Section 6.02(i) and (ii) in the event that the Borrower shall have advised the Administrative Agent that, notwithstanding the use by the Borrower of commercially reasonable efforts to obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent) to permit the Administrative Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of such Lien on such assets permitted by Section 6.02(i) requires, as a condition to the extension of such credit, that the Liens on such assets granted to or held by the Administrative Agent under any Loan Document be released, to release the Administrative Agent’s Liens on such assets.

SECTION 9.18. U.S. Patriot Act and Beneficial Ownership Regulation Notice. Each Lender that is subject to the requirements of the U.S. Patriot Act and/or the requirements of the Beneficial Ownership Regulation and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the U.S. Patriot Act and/or the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the U.S. Patriot Act and the Beneficial Ownership Regulation.

SECTION 9.19. [Reserved].

SECTION 9.20. Termination or Release. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and a Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, in each case in accordance with Section 7.14 of the Collateral Agreement.

SECTION 9.21. Pledge and Guarantee Restrictions. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary (including any provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of other overriding language):

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The parties hereto agree that any pledge, guaranty or security or similar interest made or granted in contravention of this Section 9.21 shall be void ab initio.

SECTION 9.22. No Fiduciary Duty.

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regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from Holdings or the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with Holdings or the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each of Holdings and the Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to Holdings, the Borrower or any of the Subsidiaries, confidential information obtained from other companies.

SECTION 9.23. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

SECTION 9.24. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or

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a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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Exhibit 10.2

Amendment No. 1 to the Amended and Restated Tax Receivable Agreement

This Amendment No. 1 (this “Amendment”), dated and effective as of February 16, 2024, amends that certain Amended and Restated Tax Receivable Agreement, dated as of April 4, 2023 (the “TRA”), by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”) and the Majority TRA Parties (as defined therein). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.

RECITALS

WHEREAS, the Corporation and the Majority TRA Parties entered into the TRA as of April 4, 2023;

WHEREAS, concurrently herewith, the Corporation has entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among, Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company, Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company, Fathom Holdco, LLC, a Delaware limited liability company and the Corporation;

WHEREAS, (a) pursuant to Section 7.6(b) of the TRA, the TRA may be amended or modified by a written instrument signed by each of the Corporation and the TRA Parties who would be entitled to receive more than fifty percent (50%) of the aggregate amount of the Early Termination Payments payable to all TRA Parties if the Corporation had exercised its right of Early Termination on the date of the most recent Exchange prior to such amendment (excluding all payments made to any TRA Party pursuant to the TRA since the date of such most recent Exchange) (collectively, the “Requisite Parties”) and (b) the Corporation, the entities identified as the “CORE Parties” on the signature pages hereto and the entities identified as the “Siguler- Guff Parties” on the signature pages hereto, together with any persons and entities that execute joinders hereto, are the Requisite Parties; and

WHEREAS, the Requisite Parties wish to amend and modify the TRA as set forth herein. NOW, THEREFORE, the TRA is hereby amended as follows:

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Manufacturing Intermediate, LLC, a Delaware limited liability company, Company Merger Sub, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company, the Company and the Corporation (as may be amended from time to time pursuant to its terms, the “Merger Agreement”). Notwithstanding anything in this Agreement to the contrary, neither the execution of the Merger Agreement nor the consummation of the Company Merger shall constitute a Change of Control and no payment (including any Tax Benefit Payment under Section 3.1 or any Early Termination Payment under Section 4.1 and Section 4.3) to or from any party hereto shall be made as a result thereof.”

[Signature Page Follows]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment as of the date set forth above.

THE CORPORATION:

 

FATHOM DIGITAL MANUFACTURING CORPORATION

 

By: /s/ Carey Chen

Name: Carey Chen

Title: CEO

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CORE PARTIES:

CORE INDUSTRIAL PARTNERS FUND I, L.P. By: CORE INDUSTRIAL PARTNERS GP I, LLC

Its: General Partner

 

 

By: /s/ John May

Name: John May

Title: Managing Partner

 

CORE INDUSTRIAL PARTNERS FUND I PARALLEL, L.P.

 

By: CORE INDUSTRIAL PARTNERS GP I, LLC

Its: General Partner

 

 

 

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By:



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/s/ John May

 

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Name: John May

Title: Managing Partner

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SIGULER-GUFF PARTIES:

 

SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND (T), LP

 

 

By: /s/ Joshua Posner Name: Joshua Posner

Title: Authorized Signatory

 

SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III, LP

 

 

By: /s/ Joshua Posner Name: Joshua Posner

Title: Authorized Signatory

 

SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (F), LP

 

 

By: /s/ Joshua Posner Name: Joshua Posner

Title: Authorized Signatory

 

SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (C), LP

 

 

By: /s/ Joshua Posner Name: Joshua Posner

Title: Authorized Signatory

 

SIGULER GUFF SMALL BUYOUT OPPORTUNITIES III (UK), LP

 

 

By: /s/ Joshua Posner

Name: Joshua Posner

Title: Authorized Signatory

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SIGULER GUFF HP OPPORTUNITIES FUND II, LP

 

 

By: /s/ Joshua Posner Name: Joshua Posner

Title: Authorized Signatory

 

SIGULER GUFF AMERICAS OPPORTUNITIES FUND, LP

 

 

By: /s/ Joshua Posner Name: Joshua Posner

Title: Authorized Signatory

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Exhibit 10.3

 

Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement of Fathom Holdco, LLC

This Amendment No. 1 (this “Amendment”), dated and effective as of February 16, 2024, amends that certain Second Amended and Restated Limited Liability Company Agreement of Fathom Holdco, LLC (the “Company”), dated as of December 23, 2021 (the “LLC Agreement”), by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (“Pubco”), and the other Members whose names are set forth in the Schedule of Members attached thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement.

RECITALS

WHEREAS, the Company has been heretofore formed as a limited liability company under the Act on April 16, 2021;

WHEREAS, the Company is currently governed by the LLC Agreement;

WHEREAS, on the date hereof, the Company and Pubco have entered into an Agreement and Plan of Merger, (the “Merger Agreement”), by and among Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company, Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company, the Company and Pubco;

WHEREAS, pursuant to Section 11.12(a) of the LLC Agreement, (a) the LLC Agreement may, subject to the notice and other requirements of Section 11.12(a), be amended, supplemented, waived or modified with the approval of the Managing Member and (b) as of the date hereof, Pubco is the Managing Member; and

WHEREAS, pursuant to Section 6.21 of the Merger Agreement, Pubco, in its capacity as the Managing Member, has agreed to amend and modify the LLC Agreement as set forth herein.

NOW, THEREFORE, the LLC Agreement is hereby amended as follows:

““Change of Control Exchange Date” has the meaning specified in Section 8.05.”

““Merger Agreement” means that certain Agreement and Plan of Merger, dated as of February 16, 2024, by and among Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company, Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company, the Company and Pubco (as it may be amended or modified from time to time).”

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““Pubco Approved Change of Control” means any Change of Control of Pubco that was approved by the Board of Directors (including, if applicable, a committee thereof formed for the purpose of evaluating such Change of Control) prior to such Change of Control. For the avoidance of doubt, the Company Merger (as defined in the Merger Agreement) shall constitute a Pubco Approved Change of Control.”

 

“Pubco Approved Change of Control Transaction. In connection with a Pubco Approved Change of Control, Pubco shall have the right, in its sole discretion, to effect, without any action or consent of any other Member, a Class A Exchange of all or a portion of the Class A Units (together, if applicable, with the corresponding number of shares of Class B Common Stock) held by each Member (other than Pubco). Any Class A Exchange pursuant to this Section 8.05 shall be effective immediately prior to the consummation of the Pubco Approved Change of Control (and, for the avoidance of doubt, (i) shall not be effective if such Pubco Approved Change of Control is not consummated and (ii) shall take place immediately prior to any merger of the Company in connection with a Pubco Approved Change of Control) (the date on which such Class A Exchange is effective, the “Change of Control Exchange Date”). From and after the Change of Control Exchange Date, (i) the Class A Units and shares of Class B Common Stock subject to such Class A Exchange shall be deemed to be transferred to Pubco on the Change of Control Exchange Date and

(ii) such Member shall cease to have any rights with respect to the Units and shares of Class B Common Stock subject to such Class A Exchange (other than the right to receive shares of Class A Common Stock pursuant to such Class A Exchange). Pubco shall provide written notice of an expected Pubco Approved Change of Control to all Members not later than ten (10) Business Days before the proposed date upon which the contemplated Pubco Approved Change of Control is to be effected, indicating in such notice such information as may reasonably describe the Pubco Approved Change of Control transaction, subject to applicable Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the Pubco Approved Change of Control, and the number of Class A Units (and, if applicable, the corresponding shares of Class B Common Stock) held by such Member that will be subject to the Class A Exchange. Following delivery of such notice and on or prior to the Change of Control Exchange Date, the Members shall take all actions reasonably requested by Pubco to effect such Class A Exchange, including taking any action and delivering any document that Pubco reasonably determines is required to effect a Class A Exchange. Pubco and the Company shall treat such Class A Exchange as governed by Section 351(a) of the Code and thus as a tax-free contribution of property by applicable Members to Pubco in exchange for stock of Pubco. Pubco and the Company shall report consistently with the foregoing for all applicable income tax purposes and shall not take a position contrary to the foregoing before any taxing authority, except in each case as otherwise required by law.”

 

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[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment as of the date set forth above.

 

 

MANAGING MEMBER:

FATHOM DIGITAL MANUFACTURING CORPORATION

 

 

By: /s/ Carey Chen Name: Carey Chen Title: CEO

 

 

COMPANY:

 

FATHOM HOLDCO, LLC

 

 

 

By: /s/ Carey Chen Name: Carey Chen Title: CEO

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Exhibit 10.4

 

SUPPORT AGREEMENT

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2024, by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company (“Parent”) and the undersigned stockholders of the Company (collectively, the “Supporting Holders,” and each, a “Supporting Holder”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

WHEREAS, in order to induce the Company to enter into the proposed Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Parent, Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Company Merger Sub, and Fathom Holdco, LLC, a Delaware limited liability company, the Supporting Holders have agreed to enter into this Agreement with respect to the total number of shares of Company Common Stock set forth on Exhibit A (the “Covered Shares”) that are held beneficially and of record by the Supporting Holders as set forth next to each such Supporting Holder's name on Exhibit A.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I AGREEMENT TO VOTE

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other than the Supported Matters, each Supporting Holder shall be entitled to vote its Covered Shares in its sole discretion.

ARTICLE II REPRESENTATIONS AND WARRANTIES

Each Supporting Holder, severally for itself, hereby represents and warrants to the Company as follows:

(d) result in the imposition of any Lien (other than Permitted Pledges or pursuant to this Agreement) on any Covered Shares, except in the case of each of clauses (a) through (d) as would

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not, individually or in the aggregate, reasonably be expected to prevent, materially delay or otherwise materially adversely affect the performance by such Supporting Holder of its obligations hereunder or prevent, materially delay or otherwise materially adversely affect the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, such Supporting Holder makes no representation or warranty pursuant to this Section 2.2 with respect to the consummation of the Mergers or any consequences thereof.

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ARTICLE III COVENANTS

(y) to an Affiliate or any other entity that is controlled or managed, directly or indirectly, by CORE Industrial Partners, LLC, a Delaware limited liability company (“CORE”) or any of its Affiliates (an “Affiliate Transfer” and, together with any Permitted Pledges, the “Permitted Transfers”). Prior to the effectiveness of any Affiliate Transfer, the transferee to such Affiliate Transfer shall agree in writing to be bound by the terms hereof (together with appropriate modifications to Exhibit A) and thereafter the obligations of the transferor shall be of no further force and effect with respect to any Covered Shares so Transferred. Any attempted Transfer of Covered Shares in violation of this Section 3.1 shall be null and void.

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ARTICLE IV MISCELLANEOUS

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such Supporting Holder (including any employees, investment professionals or advisors of CORE) who is a director, officer or employee of the Company to take (or omit to take) any action in his or her capacity as a director, officer or employee of the Company, including the exercise of fiduciary duties to the Company or its stockholders.

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(B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER;

(C) IT MAKES THIS WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.9.

(1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service or (z) immediately upon delivery by hand or by email transmission, in each case to the intended recipient as set forth below:

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Fathom Digital Manufacturing Corporation 1050 Walnut Ridge Drive

Hartland, WI 53029

Attention: Carey Chen, CEO Email: Carey.Chen@fathommfg.com

with copies (which will not constitute notice) to: Winston & Strawn LLP

35 W. Wacker Drive Chicago, Illinois 60601

Attention: Steven J. Gavin, Partner Email: SGavin@winston.com

-and-

Winston & Strawn LLP 200 Park Avenue

New York, New York 10166

Attention: Jason D. Osborn, Partner Email: JOsborn@winston.com

-and-

Vedder Price P.C.

222 North LaSalle Street, Suite 2400

Chicago, Illinois 60601

Attention: Michael A. Nemeroff Email: mnemeroff@vedderprice.com

110 N Wacker Drive Suite 2000

Chicago, Illinois 60606 Attention: John May Email: john@coreipfund.com

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with copies (which will not constitute notice) to:

 

Kirkland & Ellis LLP 300 North LaSalle

Chicago, Illinois 65654

Attention: Benjamin P. Clinger, P.C. Adam M. Wexner, P.C.

Lee M. Blum

Email: bclinger@kirkland.com adam.wexner@kirkland.com lee.blum@kirkland.com

 

-and-

 

Kirkland & Ellis LLP 601 Lexington Avenue

New York, New York 10022 Attention: Edward J. Lee, P.C.

Carlo Zenkner, P.C.

Email: edward.lee@kirkland.com carlo.zenkner@kirkland.com

 

Any notice received at the addressee's location, or by email at the addressee's email address on any day that is not a Business Day (or that is received after 5:00 p.m. at the addressee's local time on a Business Day) will be deemed to have been received at 9:00 a.m., Eastern time, on the next Business Day. From time to time, any party hereto may provide notice to the other parties hereto of a change in its address or email address through a notice given in accordance with this Section 4.10, except that that notice of any change to the address, email address or any of the other details specified in or pursuant to this Section 4.10 will not be deemed to have been received until, and will be deemed to have been received upon, the later of the date (i) specified in such notice or

(ii) that is five (5) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 4.10.

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[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first written above.

COMPANY:

FATHOM DIGITAL MANUFACTURING CORPORATION

By: /s/ Carey Chen

Name: Carey Chen

Title: CEO

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first written above.

PARENT:

FATHOM DIGITAL MANUFACTURING INTERMEDIATE, LLC

By: /s/ John May

Name: John May

Title: President

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first written above.

SUPPORTING HOLDERS:

CORE INDUSTRIAL PARTNERS FUND I, L.P.

BY: CORE INDUSTRIAL PARTNERS GP I, LLC

ITS: GENERAL PARTNER

 

 

By: /s/ John May

Name: John May

Title: Managing Partner

 

CORE INDUSTRIAL PARTNERS FUND I PARALLEL, L.P.

BY: CORE INDUSTRIAL PARTNERS GP I, LLC

ITS: GENERAL PARTNER

 

 

By: s/ John May

Name: John May

Title: Manging Partner

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Exhibit A

 

 

 

Supporting Holder	Covered Shares
CORE Industrial Partners Fund I, L.P.	Class B Common Stock: 3,168,894
CORE Industrial Partners Fund I Parallel, L.P.	Class A Common Stock: 1,121,007
Total Covered Shares:	4,289,901

 

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v3.24.0.1

Document and Entity Information	Feb. 16, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	FATHOM DIGITAL MANUFACTURING CORPORATION
Amendment Flag	false
Entity Central Index Key	0001836176
Document Type	8-K
Document Period End Date	Feb. 16, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-39994
Entity Tax Identification Number	40-0023833
Entity Address, Address Line One	1050 Walnut Ridge Drive
Entity Address, City or Town	Hartland
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53029
City Area Code	262
Local Phone Number	367-8254
Written Communications	false
Soliciting Material	true
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	FATH
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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