# Reformation (REF) S-1/A SEC filing
- Filed: Jul 20, 2026, 7:04 AM EDT
- Accession: 0001104659-26-084856
- OpenCapital page: https://www.opencapital.sh/filings/0001104659-26-084856
- Markdown URL: https://www.opencapital.sh/filings/0001104659-26-084856.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1787117/0001104659-26-084856-index.htm
## Filing documents
- [S-1/A (tm2513004-10_s1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004-10_s1.htm)
- [EXHIBIT 1.1 (tm2513004d11_ex1-1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex1-1.htm)
- [EXHIBIT 3.1 (tm2513004d11_ex3-1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex3-1.htm)
- [EXHIBIT 3.2 (tm2513004d11_ex3-2.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex3-2.htm)
- [EXHIBIT 3.4 (tm2513004d11_ex3-4.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex3-4.htm)
- [EXHIBIT 4.1 (tm2513004d11_ex4-1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex4-1.htm)
- [EXHIBIT 5.1 (tm2513004d11_ex5-1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex5-1.htm)
- [EXHIBIT 10.1 (tm2513004d11_ex10-1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-1.htm)
- [EXHIBIT 10.2 (tm2513004d11_ex10-2.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-2.htm)
- [EXHIBIT 10.3 (tm2513004d11_ex10-3.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-3.htm)
- [EXHIBIT 10.4 (tm2513004d11_ex10-4.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-4.htm)
- [EXHIBIT 10.5 (tm2513004d11_ex10-5.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-5.htm)
- [EXHIBIT 10.6 (tm2513004d11_ex10-6.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-6.htm)
- [EXHIBIT 10.7 (tm2513004d11_ex10-7.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-7.htm)
- [EXHIBIT 10.8 (tm2513004d11_ex10-8.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-8.htm)
- [EXHIBIT 10.9 (tm2513004d11_ex10-9.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-9.htm)
- [EXHIBIT 10.10 (tm2513004d11_ex10-10.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-10.htm)
- [EXHIBIT 10.11 (tm2513004d11_ex10-11.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-11.htm)
- [EXHIBIT 10.12 (tm2513004d11_ex10-12.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-12.htm)
- [EXHIBIT 10.13 (tm2513004d11_ex10-13.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-13.htm)
- [EXHIBIT 10.14 (tm2513004d11_ex10-14.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-14.htm)
- [EXHIBIT 10.15 (tm2513004d11_ex10-15.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-15.htm)
- [EXHIBIT 10.16 (tm2513004d11_ex10-16.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-16.htm)
- [EXHIBIT 10.17 (tm2513004d11_ex10-17.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-17.htm)
- [EXHIBIT 10.18 (tm2513004d11_ex10-18.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-18.htm)
- [EXHIBIT 10.19 (tm2513004d11_ex10-19.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-19.htm)
- [EXHIBIT 10.20 (tm2513004d11_ex10-20.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-20.htm)
- [EXHIBIT 10.21 (tm2513004d11_ex10-21.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-21.htm)
- [EXHIBIT 10.22 (tm2513004d11_ex10-22.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-22.htm)
- [EXHIBIT 10.23 (tm2513004d11_ex10-23.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-23.htm)
- [EXHIBIT 10.24 (tm2513004d11_ex10-24.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-24.htm)
- [EXHIBIT 10.25 (tm2513004d11_ex10-25.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-25.htm)
- [EXHIBIT 10.26 (tm2513004d11_ex10-26.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-26.htm)
- [EXHIBIT 10.27 (tm2513004d11_ex10-27.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-27.htm)
- [EXHIBIT 10.28 (tm2513004d11_ex10-28.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-28.htm)
- [EXHIBIT 10.29 (tm2513004d11_ex10-29.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-29.htm)
- [EXHIBIT 23.1 (tm2513004d11_ex23-1.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex23-1.htm)
- [EX-FILING FEES (tm2513004d10_ex-filingfees.htm)](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d10_ex-filingfees.htm)
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## S-1/A
SEC source: [tm2513004-10_s1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004-10_s1.htm)
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 189 |
| INDEX TO FINANCIAL STATEMENTS | F-1 |
Through and including , 2026 (the 25th day after the date of this prospectus), all dealers that effect transactions in these shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we, nor the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared or that has been prepared on our behalf or to which we have referred you. Neither we, nor the selling stockholders nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered by this prospectus, and only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any sale of shares of our common stock. Our business, results of operations and financial condition may have changed since such date.
For investors outside the United States: neither we, nor the selling stockholders nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. See “Underwriters (Conflicts of Interest).”
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ABOUT THIS PROSPECTUS
### Industry and Market Data
This prospectus includes information and statistics regarding the industry in which we operate. We have obtained this information and statistics from various independent third-party sources, independent industry publications, reports by market research firms and other independent sources. In addition, some data and other information contained in this prospectus, including with respect to our business and operations and our total addressable market, are also based on management’s estimates and calculations, derived from our analysis, review and interpretation of internal surveys, including our July 2025 Customer Survey, as well as third-party reports, including a third-party report by a major consulting firm that we commissioned. Data regarding the industries in which we compete and our market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but we believe they generally indicate size, position and market share within these industries. While we believe such information is reliable, we have not independently verified any third-party information. While we believe our internal company research, data and estimates are reliable, such research and estimates have not been verified by any independent source.
Market and industry data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us.
### Trademarks, Service Marks, Trade Names and Copyrights
This prospectus contains references to trademarks and service marks which are our registered trademarks or service marks, or trademarks or service marks for which we have pending applications or common law rights. Trademarks, service marks, trade names and copyrights of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks, service marks, trade names and copyrights are referred to in this prospectus without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we or other owner thereof will not assert, to the fullest extent under applicable law, our or such owner’s rights to these trademarks, service marks, trade names and copyrights. We do not intend our use or display of other companies’ trademarks, service marks, trade names or copyrights to imply a relationship with, or endorsement or sponsorship of us by, such other companies.
### Non-GAAP Financial Measures
This prospectus contains certain financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”). Under U.S. securities laws, these measures are called “non-GAAP financial measures.” Specifically, we make use of Adjusted EBITDA and Adjusted EBITDA margin.
You should not rely on these non-GAAP financial measures as a substitute for any GAAP financial measure. While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered supplemental in nature and is not meant to be an alternative to our reported results prepared in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. For more information about how we use these non-GAAP financial measures in our business, the limitations of these measures, and a reconciliation of these measures to the most directly comparable GAAP measures, see “Prospectus Summary—Summary Consolidated Financial and Other Data—Key Financial Metrics, Key Operating Metrics and Non-GAAP Financial Measures” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
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Basis of Presentation
We operate on a 52/53-week fiscal year convention whereby our fiscal year ends on the last Saturday in December of each year, such that each quarterly period will be 13 weeks in length, except during a 53-week year when the fourth quarter will be 14 weeks. References herein to “fiscal 2025” and “2025” relate to the year ended December 27, 2025, references herein to “fiscal 2024” and “2024” relate to the year ended December 28, 2024 and references herein to “fiscal 2023” and “2023” relate to the year ended December 30, 2023. The fiscal year ended December 27, 2025 consisted of 52 weeks, the fiscal year ended December 28, 2024 consisted of 52 weeks and the fiscal year ended December 30, 2023 consisted of 53 weeks. References herein to “first quarter of 2026” relate to the thirteen weeks ended March 28, 2026 and references herein to “first quarter of 2025” relate to the thirteen weeks ended March 29, 2025.
Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.
### Certain Definitions
The following terms are used in this prospectus and have the following meanings unless otherwise noted or indicated by the context:
- “Active Customers” reflect the total number of unique customers who have placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic).
- “average order value” or “AOV” is defined as total value of customer purchases at the point of sale divided by total purchases.
- “CDP,” formerly Carbon Disclosure Project, is a global non-profit disclosure system used to report and benchmark our climate, water, and forest-related risks, opportunities and impacts.
- “cohort” refers to a group of customers defined by the fiscal year in which they placed their first DTC order.
- “concession” means our dedicated retail and e-commerce space within host retailer locations that we curate and operate.
- “conversion” refers to the ratio of customer purchases to interactions within a given channel or context, which may include retail store traffic, in-store product try-ons or fitting room sessions, or visits to our website, originating from a specific marketing channel. Conversion is a meaningful indicator of our ability to efficiently generate revenue from each customer interaction with our brand.
- “DTC” means direct-to-consumer, which is the sales channel where we sell products directly to the end customer through our e-commerce platform, branded retail stores, outlet locations and our concession stores.
- “DTC Net Revenue per Customer” is a key operating metric that reflects our ability to generate DTC net revenue from our customer base on a trailing twelve-month basis. This metric is calculated by dividing our DTC net revenue by the number of customers counted within the period in which an item in their purchase has shipped.
- “fashion risk” means the risk that our product will not align with shifting consumer preferences, styles or trends at the time of their availability in the market.
- “Fiber Standards” means our internal grading system used to classify raw materials based on their environmental impact.
- “Friends with Benefits” or “FWB” is our loyalty program that rewards customers who spend at least $1,000 USD (or the equivalent thereof in local currency), excluding promotional offers, taxes, returns and shipping charges and place more than one order using the same email address (in store or online) within a calendar year.
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- “IEEPA tariffs” refers to tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the United States.
- “IMUs” means initial markups, which is the difference between the cost of a product and its manufacturer’s suggested retail price, excluding any subsequent discounts or markdowns.
- “July 2025 Customer Survey” refers to our internal survey of approximately 2,370 active, lapsed, and prospective customers in our email database in July 2025.
- “loyalty cohort” refers to our customers who spend at least $1,000 within the specified calendar year.
- “payback period” means the time required for a retail store to fully recoup total opening costs through cumulative EBITDA generated from store operation.
- “RefRecycling” is one of our sustainability programs that incentivizes customers to return Reformation products for recycling.
- “RefScale” refers to the methodology by which we calculate how the environmental impact of producing our products compares with most clothes bought in the United States, tracking the estimated pounds of carbon dioxide emitted and gallons of water used.
- “Retail X™” means our proprietary retail experience which integrates technology into both the customer-facing store experience and back-end operations in order to deliver a seamless experience across our physical and digital storefronts.
- “Retail X™ store” is a store that is set up as a showroom model with one sample garment on display for each shoppable stock keeping unit (“SKU”) where customers have the choice of building a dressing room using a touchscreen, with the help of an associate or through their personal mobile device.
- “returning customers” are those who made their first purchase on or prior to the last calendar day of the prior fiscal year, meaning returning customers does not include customers who placed their first order and then a repeat order in the same, current fiscal year.
- “SBTi” means The Science Based Targets initiative, which is the primary global framework for the independent assessment and validation of corporate emissions reduction targets to drive science-based climate action consistent with limiting warming to 1.5°C.
- “Store Count” reflects the total number of retail or outlet stores open at the end of a given period, excluding temporary store locations designated as pop-ups (which are typically open for one year or less) and our concession locations (“shop-in-shop”).
- “sustainability” refers to our integrated approach to managing environmental, social, and governance risks and opportunities to create long-term value; sustainability practices at Reformation are currently defined as Made Smarter (lower impact material sourcing), Made Better (responsible manufacturing), and Made for Good (promoting the circular economy).
- “Sustainability Framework” refers to our approach to embedding sustainability, specifically climate action and social responsibility, across our business. Our ambition is to put sustainability at the core of everything we do, and hold ourselves accountable for continuous improvement and progress.
- “unpaid marketing channels” refers to customer acquisition and engagement channels that do not involve direct advertising spend, including organic search, email marketing, retail stores, and word of mouth referrals.
- “weeks of supply” is our inventory management metric that reflects the estimated number of weeks our current inventory on hand will last based on our forecasted sales rates. We calculate weeks of supply by dividing the total finished goods units in inventory on hand at the end of a period by the average weekly units sold during that same period.
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PROSPECTUS SUMMARY
This summary highlights selected information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
All references to the “Company,” “Reformation,” “Ref,” “we,” “our” and “us,” unless the context otherwise requires, are to Reformation Inc., a Delaware corporation, and its consolidated subsidiaries and all references to the “Issuer” are only to Reformation Inc.
Hi. We’re Reformation, the largest sustainable womenswear brand on the planet (that we know of, anyways). Since 2009, we’ve been on a mission to bring beautiful, sustainable fashion to everyone and look damn good doing it.
We make timeless, modern apparel and accessories that instill confidence and generate deep brand love from our loyal customers spanning generations and geographies. Our goal is to have a positive impact on people and the planet and prove that it’s possible to build a global fashion brand that delivers both impressive financial and environmental results. From 2015 to 2025, we grew net revenue at a compound annual growth rate (“CAGR”) of 34%, reaching over half a billion dollars of net revenue and over one million Active Customers, all while boasting strong margins. In 2026, our momentum has continued, with net revenue growing 30% during the first quarter of 2026 compared to the first quarter of 2025.
We built Reformation to challenge the conventional fashion model and reimagine how brands interact and engage with consumers. Our business stands in contrast to traditional retail businesses that can often be characterized by limited direct connection to the customer, imprecise product forecasting and merchandising, frequent promotions, long manufacturing lead times, and slow technological adoption. At Ref, we aren’t afraid to say what everyone else is thinking and do our own thing. As a result, over the last 17 years, we’ve helped pave the way for what we consider to be a smarter approach to retail.
Here’s how we operate differently:
- Beloved lifestyle brand — We’re known and loved for our unique brand identity, which helps us connect authentically with customers and the broader cultural zeitgeist. Our customers love us: 77% of Active Customers cited Reformation as one of their favorite brands or their all-time favorite brand in our July 2025 Customer Survey and, in 2025, nearly 70% of our direct-to-consumer (“DTC”) net revenue came from our returning customers.
- Product and merchandising optimization — We make great products our customers are obsessed with across categories and occasions. Our strategy is based on 1) testing new styles in small quantities and 2) iterating on proven designs. As a result, full-price sales consistently represented approximately 80% of our DTC net revenue from 2021 to 2025.
- Agile, sustainable supply chain — We have proven that speed, sustainability, and profitability can coexist in fashion. Supported by our efficient supply chain and well-defined Sustainability Framework, we maintain industry leading manufacturing lead times compared to key peers in the apparel industry, with 50% of our product arriving in our distribution center in 60 days or less for the past three years.
- Technology-forward shopping experiences — We directly own the relationship with our customer with approximately 90% of our net revenue coming from our DTC channel in 2025. We leverage technology to build smarter and more elevated retail shopping experiences. For example, in 2025, our tech-enabled and patented Retail X™ store model generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores.
We’re super proud of our success to date and have lofty ambitions as we continue on our mission to “bring sustainable fashion to everyone.” We operate within the highly fragmented fashion industry, while also benefiting from increased consumer demand for sustainable fashion. With less than 1% customer
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penetration of our core U.S. addressable market today, we believe we are well positioned to capture significant growth over the long term. Our path forward is clear: we intend to grow by deploying the same strategies that helped get us to where we are today. Specifically, that means increasing our distribution through both DTC and wholesale channels, expanding our product assortment within existing and new product categories, growing in international markets, and driving operational excellence.
As we pursue these goals and continue building an industry-leading lifestyle brand, we will define success in three ways:
- Customer love. We’re proud to have a highly desirable, loyal, and growing customer base. Our goal is to continue acquiring new customers as we grow brand awareness and geographic reach, while retaining longtime fans of the brand. We believe the strength of our customer retention and repeat purchasing behavior has contributed to a durable and repeatable revenue base over time.
- Sustainability outcomes. We believe companies should also be accountable for their environmental impact, so we aim to continue to set a high standard for sustainability in the fashion industry as we scale. See “Business—Sustainability” for a description of how we define sustainability.
- Financial performance. Most of the time we don’t take ourselves too seriously, but when it comes to financial performance, we operate with rigor and commitment to our stakeholders. This has enabled us to effectively deliver topline growth and profitability that we will strive to build on in the decades to come.
All of this adds up to some pretty great results, if we do say so ourselves. We’ve achieved:
- A strong customer base. In 2025, we surpassed one million Active Customers across our DTC channel and have approximately 1,140,000 Active Customers as of March 28, 2026.
- Steady net revenue growth. In 2025, we reported net revenue of $507.1 million, representing a 19% CAGR from 2023. And, in the first quarter of 2026, we reported net revenue of $112.3 million compared to $86.1 million in the first quarter of 2025, a 30.4% increase year-over-year. That means we’ve delivered 20 consecutive quarters of double-digit net revenue growth through the first quarter of 2026.
- Strong gross margins. From 2021 to 2024, we consistently generated gross margins of 64.0% or more. In 2025, we generated a gross margin of 60.2%, which was negatively impacted by 364 basis points due to the impact of the IEEPA tariffs. During the first quarter of 2026, we generated a gross margin of 70.3%, which was positively impacted by 904 basis points resulting from the refund of the IEEPA tariffs.
- Sustained profitability. We have generated positive net income from 2018 to 2025, with the exception of 2020 due to the impact of the COVID-19 pandemic. In 2025, we generated $12.6 million of net income, inclusive of the impact of IEEPA tariffs.
- Robust Adjusted EBITDA. In 2025, we generated $45.0 million in Adjusted EBITDA, which represented 8.9% of net revenue, and in the first quarter of 2026, we incurred $(12.1) million in net loss and generated $15.9 million in Adjusted EBITDA, which represented 14.1% of net revenue and reflected a 1,449 basis point improvement from the first quarter of 2025. The quarter-over-quarter improvement includes 904 basis points resulting from the refund recorded for IEEPA tariffs that were recognized in cost of goods sold in 2025.
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. For further information about how we calculate Adjusted EBITDA and Adjusted EBITDA margin (including limitations of their use and reconciliation to the most comparable GAAP measures), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total net revenue.
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(1)
We define an Active Customer as a unique customer that has made at least one purchase in the preceding 12-month period.
(2)
We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing, core operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure to Adjusted EBITDA.
(3)
Adjusted EBITDA margin is a non-GAAP measure defined as Adjusted EBITDA as a percentage of net revenue.
### Our brand and customers: a mutual obsession
We believe our brand inspires exceptional love and has become its own persona to our customers, who feel deeply connected to us. At the heart of this obsession is our distinct brand voice. Most of the time, we let our clothes speak for themselves, but when we speak up, we’re smart, fun, confident, and a little bit irreverent.
Don’t just take our word for it: 77% of Active Customers cited Reformation as one of their favorite brands or their “all-time favorite brand” in a July 2025 Customer Survey. As of June 27, 2026, we had approximately four million followers across social media platforms, approximately three million email subscribers, and consistently spot mega-celebrities like Taylor Swift, Jennifer Aniston, Jennifer Lopez, Kendall Jenner, and Hailey Bieber wearing Ref (thanks ladies). And as we have grown, so has customer loyalty. Nearly 70% of total DTC net revenue in 2025 came from returning customers, and 54% of customers acquired before 2025 have shopped with us more than once, providing a strong foundation for durable growth.
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Our authentic brand ethos drives organic discovery and has helped us create broad appeal across generations and geographies. Beyond any singular demographic, we believe Ref appeals to an attitude and a mindset, underscoring the significant opportunity ahead of us. With over 70% of our customer base aged between 25 and 50, it’s not uncommon to see mothers and daughters shopping at Ref together, as validated by our July 2025 Customer Survey. This diverse dynamic is only growing: in 2025, nearly 20% of new customers were under the age of 25 and nearly 20% of new customers were over the age of 50. Our customer base is also relatively affluent: approximately 67% earn over $100,000 in household income annually, meaning they generally have more disposable income to spend on Ref. And while the majority of our business is in the United States today, our influence extends across geographies, with approximately 20% of Active Customers in 2025 located abroad, 30% in the coastal United States, and 50% across the rest of the country, further evidence of our brand and product relevance.
### Our stuff: beautiful, vintage-inspired apparel that generates confidence
We are a womenswear destination across categories and occasions. We started out with dresses, which we’re kind of famous for, and have since successfully expanded our assortment. We take a deliberate approach to category expansion, building a bespoke supply chain designed to meet our standards for quality, speed, and environmental impact for each new product group. Today, we have five core product groups (dresses, bottoms, tops, sweaters, and accessories), which have helped cement Ref as a daily wardrobe essential.
The result is a diverse product assortment that we believe makes women feel beautiful and helps them show up as their best selves, from workdays to wedding days to vacations, and everything in between. According to our July 2025 Customer Survey, 84% of Active Customers say that wearing Ref makes them feel confident, which we believe is one of the top reasons that keeps them coming back for more.
Across product categories, our design point of view is informed by a combination of vintage references and current trends, yielding flattering and timeless products with a modern sensibility. Design and product development are done primarily in house, drawing on our deep expertise in apparel and accessory construction and manufacturing. We leverage selling and retail dressing room data and customer feedback to identify our most-trusted and best-loved silhouettes, which serve as the core of our assortment. Our analytical approach to product development is designed to ensure consistency, reliability, and confidence for our customer, while simultaneously pushing forward — using emerging technologies to ideate, refine, and evolve our product in a way that remains unmistakably Reformation.
### Our merchandising model: data-driven design meets fast manufacturing
We operate a smart, responsive merchandising model that combines data-driven product merchandising with agile manufacturing. We produce new styles in small quantities, test them twice-weekly on our website and once a week in our stores to assess demand, and subsequently chase into and iterate on the best sellers. Our fast production, complemented by our factory and distribution center in Los Angeles, offers superior lead times relative to industry norms, enabling us to quickly and sustainably chase into winning designs. Even as receipts have grown, over the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center and nearly 65% of our product reorders were manufactured in 60 days or less.
This dynamic creates a scarcity model that encourages consumers to frequently engage with us in order to shop what’s new. In turn, we are able to gather critical insights into customer preferences in close to real time, allowing us to consistently offer on-trend products at a broad range of price points. Nearly 90% of DTC apparel net revenue in 2025 came from styles that were informed by data from our customers’ shopping patterns and feedback.
We have an analytically rigorous merchandising model and have begun to leverage artificial intelligence (“AI”) and machine learning to inform our product assortment and quantify future demand. For example, we leverage third party AI models to support product concept development and trend identification in the marketplace. We also use advanced technology to support some product buying, allocation, and digital merchandising decisions. Thanks to our efficient supply chain, we’re able to quickly and continuously refresh our assortment based on this data and produce strategically sized runs to minimize fashion risk and reduce
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waste. The results of our merchandising model speak for themselves: approximately 80% of DTC net revenue from 2021 to 2025 came from full-price sales, resulting in continued strong gross margins.
### Our distribution strategy: DTC with select wholesale selling
In 2025, we generated 90% of net revenue directly through e-commerce and retail, which enabled us to own the customer relationship end to end. We leverage technology and data to enhance the customer experience, integrating key elements of our online shopping experience into our stores through our proprietary Retail X™ concept, which is featured in approximately 75% of our retail stores as of the first quarter of 2026. This model results in higher store conversion and average order value versus our traditional stores. As of June 27, 2026, in addition to our 70 stores, we sell into 15 strategic wholesale accounts across 142 wholesale doors, 116 of which are in the United States and 26 of which are in Canada, Europe and Australia, which we use to reach new audiences and geographies.
We keep the customer at the center of all that we do and strive to show up for them wherever they want to shop. This approach has supported strong customer engagement: in 2025, customers who shopped across both e-commerce and retail generated 3.1 times more net revenue per customer versus those who shopped only one channel. To support this dynamic, we’ve expanded our retail footprint from our original shop on Melrose that opened in 2009 to a full fleet of 70 elevated, contemporary stores across four countries as of June 27, 2026. Our full-price retail store locations generated $2.7 million in net revenue per door in 2025 for the 47 stores open the full fiscal year and typically pay back their initial investment in payback periods under 24 months on average.
### Our competitive strengths
Not to brag, but after 17 years, we’ve gotten pretty good at this. The following represent Reformation’s key competitive strengths:
### Brand leadership & sustained cultural relevance powered by deep customer love
Brand strength & appeal
We’re famous for our distinctive brand voice and identity which has translated into highly efficient customer acquisition. We believe our bold approach to creative imagery, marketing, and design sets us apart from other lifestyle brands and ensures we remain top of mind among consumers and cultural authorities, including influencers, celebrities, and top global publications. In case you don’t believe us, Fast Company recognized Reformation as one of 2024’s Brands That Matter. We bring our brand persona to life every day through compelling content that generates high engagement, strong word of mouth, and, when we really get it right, virality. We further extend our reach through strategic campaigns and collaborations with culturally relevant brands, such as Canada Goose, HOKA, New York City Ballet, and VEJA, and individuals, such as Kacey Musgraves, Monica Lewinsky, and Pete Davidson, designed to reinforce our position at the forefront of the cultural zeitgeist. Our marketing spend has remained consistent at approximately 9% of net revenue for each of the past four years. In 2025, approximately 75% of DTC new customers were acquired outside of paid digital acquisition channels and we were profitable on a first-order basis, reflecting the strength of our brand resonance with consumers.
Broad customer appeal
As we’ve mentioned, the ladies love us. Reformation appeals to a broad multi-generational customer base because our product and brand intentionally speak to a shared lifestyle and mindset instead of a single customer demographic. We launched with a focus on millennials and have since expanded our reach to a wide customer base including Gen Z, Gen X, and even Baby Boomers. Today, over 70% of our customers fall between the ages of 25 to 50, with strong representation on both ends of the spectrum. According to our July 2025 Customer Survey, nearly 20% of new customers were under the age of 25 and nearly 20% of new customers were over the age of 50.
We have proven resonance across the United States, extending well beyond coastal America. And our customer base reflects that: as of December 27, 2025, approximately 30% of Active Customers came from
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the coastal United States and 50% of Active Customers came from the rest of the country. We’ve also cultivated a loyal customer base outside of the United States. We believe our product sensibility and sustainability-focused mission resonate strongly with international customers, driving accelerated net revenue growth and customer acquisition. Although we only began our international expansion efforts in earnest in 2019, 20% of Active Customers and 18% of net revenue came from outside of the United States in 2025, with Canada, the United Kingdom, and Europe making up the largest portion of our international customer base. As of June 27, 2026, 10 of our 70 stores were located outside of the United States, across London, Paris, Toronto, and Vancouver.
Strong customer retention
As a result of our brand and product excellence, we enjoy long-term customer loyalty—once customers try us, they shop with us again and again. And as they get to know our assortment better, we see increasing order frequency. In 2025, new customers shopped with us on average approximately 1.4 times while returning customers shopped 2.6 times and at higher average order values.
Our brand generates strong repeat purchase behavior, with 54% of customers acquired prior to 2025 purchasing more than once and nearly 20% of our 2015 customer cohort continuing to shop with us almost a decade later. We can’t think of a better compliment than that. As a result of this high level of engagement and loyalty, returning customers contributed nearly 70% of DTC net revenue in 2025, delivering consistent, sustained growth. We believe this consistent repeat purchasing behavior will continue to support a durable and consistent revenue base over time.
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Product excellence driven by scalable approach to merchandising
Product concept and design
We monitor emerging trends, analyze customer buying patterns, and tap into a wide range of creative inspiration to guide our design process. Our product development and design is done primarily in house, supported by a cross-functional team from concept to production management. Leveraging custom technology and production systems, these teams work in close partnership, enabling a bespoke development process in which each product is thoughtfully designed, fitted, refined, and manufactured. We utilize proven base patterns to ensure fit consistency and deliver reliably flattering products. This hands-on approach ensures all our products meet our core design principles: flattering, feminine, and on-trend yet timeless.
Our agile supply chain enables us to introduce new designs in small initial quantities, allowing us to efficiently test demand for new ideas while managing inventory risk. At this point, our merchandising engine continuously monitors product performance to commercialize successful styles.
Smart & scalable approach to merchandising
We built a repeatable and scalable approach to design and merchandising that ensures we can consistently deliver on-trend, beautiful products that we know will resonate with our customers. We launch new products in limited quantities twice per week, creating a scarcity mindset and conditioning consumers to engage early and often with the brand. Within hours, we are able to take action based on sales performance online and in store. We also use pre-order and waitlist functions to gather early demand signals before a product has been received in our distribution center. As a result, our assortment is tailored to real-time customer preferences with approximately 90% of 2025 DTC apparel net revenue coming from styles that are informed by past performance, significantly decreasing fashion risk and waste, and increasing our confidence in each style’s sales potential. Our insights, coupled with AI and machine learning technologies, also allow us to strategically customize product allocation in order to best respond to customer dynamics within each store and manage inventory effectively. Altogether, this strategy helps minimize promotions and inventory liquidation, resulting in impressive full-price selling of approximately 80% of DTC net revenue in 2025, a number which has been consistent for the last five years.
Product mix & pricing
We’ve successfully evolved into a lifestyle destination spanning categories and occasions, with a diverse customer base that reflects and reinforces our wide product assortment. Our pricing strategy is intentionally engineered to be broadly accessible. With price points ranging from approximately $40 to $1,500, our assortment straddles aspirational and approachable, offering many different types of shoppers an entry point into the brand. This strategy is anchored by a consistent customer experience and a commitment to delivering long-term value. By cultivating a loyal customer base that shops with us across occasions, we generated an AOV of $315 in 2025.
Today, some of our fastest growing categories include denim, sweaters, and tops, which have collectively enabled us to attract more new customers across generations. For example, according to our July 2025 Customer Survey, 37% of Gen Z customers acquired in the last two years were acquired through tops or sweaters and 25% of Gen X+ customers acquired in the last two years were acquired through denim or bottoms. These high-growth categories also enable us to earn a greater share of wallet and closet from our customers. Approximately 74% of DTC net revenue in 2025 came from customers who purchased more than one product category. Moreover, in 2025, 78% of our repeat orders contained more than one product category and 68% of repeat orders contained a product category that was different from the customer’s first purchase.
### Agile and sustainable supply chain
We operate a strategic and nimble global supply chain, underpinned by our rigorous Sustainability Framework, which we believe represents a competitive advantage in the apparel industry. While many apparel companies face average production lead times of up to 12 months or longer, our supply chain enables us to capitalize on evolving trends and customer preferences in real time. Even as receipts have grown, over
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the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center, and our reorder lead times can be as short as 30 days or less. Our broad manufacturing footprint is complemented by our Los Angeles-based, company-operated factory and distribution center, which we leverage to test new ideas and deliver rapid turnarounds on our best-selling products.
We take a geographically diversified approach to manufacturing, partnering with a strategic group of vendors who share our values and have the capacity to grow alongside us. In 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. This strategy enhances resilience and flexibility and helps mitigate geopolitical and regional disruption. We’ve demonstrated our ability to reallocate production across our global supplier base during periods of volatility. This includes the COVID-19 pandemic during which we maintained continuity of operations despite widespread industry disruption and, in 2025, when we reallocated our manufacturing to mitigate tariff impacts. This reallocation has reduced our exposure to China, which was previously our single largest country of production. We anticipate that in 2026 no one country will represent more than 25% of our total units produced.
When selecting factory partners, we focus on identifying the best on the basis of production quality, speed, value, environmental impact, and working conditions. We help these vendors take their sustainability efforts to the next level through our Factory Forward program, which enables us to reduce impacts deep into our supply chain by co-investing in renewable energy, water management, and clean chemistry initiatives. Sustainability includes doing right by both people and planet, so we also audit for social responsibility, administer anonymous Worker Sentiment Surveys, and offer grievance mechanisms to ensure people are heard throughout our supply chain.
### Delivering exceptional customer experiences
We believe our innovative approach to selling, which leverages technology to enhance the shopping experience and bring our brand to life, has reshaped the way customers interact with fashion brands. The result is a customer-first approach that is also optimized for financial performance. In 2025, our DTC channel contributed 90% of net revenue, with e-commerce accounting for 67% of DTC net revenue. Our Wholesale and Other channel made up the remaining 10%.
One of the defining features of our in-store shopping experience is Retail X™, a proprietary tech-enabled retail concept that we introduced in 2017. Upon entering a Retail X™ store, customers can interact with digital screens or use their mobile devices to build their dressing room the same way they would build a cart shopping online. It’s basically the Clueless closet in real life.
This format, which is featured in 49 of our retail stores as of the first quarter of 2026, enables us to deliver a high-end, high-volume experience that benefits our business, our customers, and our team alike. In 2025, stores with Retail X™ generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores, while also producing a unique and rich set of data, including fitting room and product-level conversion.
This enhanced retail experience results in strong store economics. In 2025, our full-price retail store locations generated $2.7 million net revenue per door for the 47 stores open the full fiscal year. We underwrite new store openings with target paybacks of under two years and, on average, have historically achieved average payback periods of under 24 months.
To ensure a seamless DTC experience, our e-commerce site and physical stores operate on a shared platform, allowing customer and product data to remain tightly integrated. The combination of our integrated customer and product data across our e-commerce and retail channels provides a flexible foundation that enables us to more seamlessly adopt emerging technologies, including AI-driven merchandising, personalization, inventory allocation, and operational decision-making. We have invested significantly in our in-house technology teams and systems, positioning us to adopt new e-commerce technologies, including emerging AI-driven solutions for product buying, merchandising, and allocation decisions. We use these capabilities to personalize how our assortment is presented to our customers and to enhance convenience across the shopping journey. We believe the combination of our deep technical know-how, creative excellence, and robust omnichannel approach differentiate and elevate our shopping experience. The proof is in the numbers: in 2025, customers who shopped Reformation both online and in
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store made approximately 4.8 purchases annually and generated 3.1 times the net revenue of those who only shopped via one method, and we’ve expanded omnichannel customer share of net revenue from 19% in 2021 to 34% in 2025.
### Leaders in sustainable fashion
At Ref we like to say that if being naked is the #1 most sustainable option, we’re #2. Our business is built around our conviction that we can be leaders in both best-in-class sustainability and financial outcomes.
Reformation was founded with sustainability as a core value from day one. And people love us for it. 73% of our customers appreciate Ref for our commitment to sustainability, and customers who cite sustainability as an important brand value spend approximately 39% more with us, as validated by our July 2025 Customer Survey. Looking ahead, we believe our sustainability advantage will only become more important as we scale, particularly as we grow throughout Europe and focus on acquiring younger customers, both populations where sustainability increasingly influences purchasing decisions. For example, according to our July 2025 Customer Survey, approximately 82% of customers in the EU say they are willing to pay more for apparel made using sustainable practices, up nearly 20 points year-over-year, underscoring the growing importance of sustainability among our target audience.
Sustainability is built into the DNA of our business model and supply chain operations. Our Sustainability Framework and the resulting programs deployed across our business meaningfully impact how we source materials, manufacture products, and operate holistically. We deliver these results without asking our customers to compromise on the style, fit, or quality of their clothing. We want to consistently offer unprecedented value through products that look good and do good.
Our ambition is to move well beyond these foundational efforts and help set a new standard for sustainable fashion altogether. We started with ambitious climate action. Now we aspire to become a circular business, which means using as little virgin material as possible in our stuff, reducing waste throughout our supply chain, and making every product recyclable. We’re making good progress, thanks to all the work we’ve already put into making low impact material transitions, standing up our own textile-to-textile recycling program, developing bespoke resale partnerships, and more. With the expansion of our circular business models, we have extended the life of nearly two million products between 2021 and 2025.
But you don’t have to take our word for it. We have our climate targets verified by SBTi, report to CDP, and complete third-party verification of our climate accounting each year. Our products have been carbon neutral since 2015 and certified by the Change Climate Project since 2021. We also have been recognized as leaders in sustainable fashion by many reputable third parties such as the Global Fashion Agenda, Textile Exchange, and Remake’s Fashion Accountability Report.
### A proven, performance-driven leadership team
We are led by a passionate leadership team committed to driving excellent performance, fostering creativity, and challenging conventional thinking. Our senior leadership team combines deep institutional knowledge with diverse perspectives, reflecting an intentional balance of long-tenured leaders and executives recruited from leading technology and retail organizations. Half of our executive team has been with the Company for more than seven years, providing continuity, operational expertise, and a deep understanding of our brand, customer, and operating model. Our Chief Executive Officer, Hali Borenstein, has been with the business for 12 years, and previously served as President as well as in various merchandising roles. Multiple other senior leaders have tenures ranging from five to more than ten years across key functions including sustainability, merchandising, digital, technology, and creative.
We are proud to be a female-led organization with women comprising 54% of our company and 68% of our leadership team as of the first quarter of 2026. We believe that diversity of experience and perspective strengthens decision-making, fuels creativity, and helps our teams support the broad and diverse customer base we serve. As our organization has continued to grow to approximately 1,261 employees as of the first quarter of 2026, we remain focused on building inclusive, high-performing teams that support long-term value creation.
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Our values
Our mission—to bring sustainable fashion to everyone—connects our teams across continents through a shared purpose. We operate with our five core values in mind.
- Be Brave. We are leaders and tackle the big challenges worth solving.
- People Focused. We empower each other to break down barriers so we can win together.
- Make it Better. We are dedicated to learning, evolving, and changing for the better.
- Own It. We are accountable to our team, customers, and stakeholders.
- Make an Impact. We are fighting for sustainable solutions that preserve and protect our natural environment and the people and communities that make up our world.
Together, these values shape our culture, guide how we work with one another, and support disciplined execution as we build and scale the business.
### Growth strategies
The Reformation is just beginning. With approximately 854,000 Active Customers in the United States and an estimated 94 million women aged 18-60 in the United States as of 2025, our implied penetration is less than 1%, highlighting the significant opportunity ahead. We believe we will continue to benefit from operating within the highly fragmented fashion industry, and that we are well positioned to capitalize on growing global demand for sustainable fashion. Our growth strategies, which have delivered strong results to date, are designed to further increase brand awareness, sales, and profitability. These include:
- Scale channel distribution
- Expand our product offering across occasions and categories
- Grow in international markets
- Drive operational excellence
Scale channel distribution
We’ve proven the combination of our digital and physical distribution to be valuable levers for scaling brand awareness and driving customer loyalty. Based on a report commissioned by us from a major consulting firm, our brand awareness among premium apparel shoppers increases approximately 21% within five miles of a store. Additionally, our customers who shop both online and in store spend approximately three times more with us than those who only shop via one method. Over the coming years, we intend to meet more customers and expand loyalty through the following:
- Growing our store footprint. We will continue strategically expanding our retail footprint to accelerate brand awareness and customer acquisition, providing more opportunities for new and returning customers to experience our products. New stores accelerate our growth, with customer acquisition increasing by as much as six times in markets the year after a new store opening. Thus far, our retail growth has largely been concentrated in the coastal United States, leaving ample opportunity to grow domestically. We continue to see a strong opportunity to further increase our footprint within these geographies, while also expanding in the midwestern and southern regions, as well as internationally. In 2025, we successfully opened 15 new stores in 10 new markets, and met over 30% of our new customers in our stores. As of the first quarter of 2026, we operated 66 retail stores and believe we have a clear path to more than doubling our fleet over the next five years while maintaining our rigorous criteria for four-wall profitability and payback periods. For perspective, as of the first quarter of 2026, we only have stores in half of the top 50 metropolitan statistical areas in the United States by population.
- Strategic wholesale expansion. We have an opportunity to grow our existing wholesale relationships by expanding beyond our 142 wholesale doors as of June 27, 2026 and increasing sales per door by investing in tailored merchandising strategies. We also intend to add a limited number of new wholesale partners, particularly as a way to increase brand awareness in select international markets.
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According to our July 2025 Customer Survey, approximately 11% of our 2025 cohort was first introduced to Ref via wholesale, proving the value of wholesale as a customer acquisition tool.
- High-impact marketing campaigns and collaborations. Building on the success of our prior marketing campaigns, we will continue to activate highly visible and brand-elevating marketing moments to drive brand momentum and relevance across new audiences and geographies. Some of our most successful marketing milestones to date include collaborations with Canada Goose, HOKA, Nara Smith, New York City Ballet, and Kacey Musgraves, as well as brand campaigns featuring Laura Wasser, Monica Lewinsky, and Pete Davidson.
- Digital and social media. We will continue to scale our digital marketing investments. We acquire customers efficiently and are profitable on a first-order basis. We use these digital marketing initiatives to amplify our voice and organic brand momentum and also test emerging media platforms, all while maintaining our same standards of financial discipline.
Expand our product offering across occasions & categories
We have successfully demonstrated our ability to expand our product range across occasions and categories. While dresses remain our largest category, non-dress categories have fueled an outsized portion of our growth in recent years, driven by continued product innovation and increasing customer demand for a broader assortment. Since 2021, we have added more than $200 million in annual non-dress net revenue, quadrupling that portion of our business, with dresses moving from approximately 60% of DTC net revenue to slightly more than one-third in 2025. More than 70% of our 2025 DTC net revenue came from customers who purchased more than one product category, and 78% of our repeat orders contained more than one product category, highlighting our ability to grow share of wallet with our customers.
We have a proven track record of successfully launching and scaling adjacent categories, as we did with denim in 2017, shoes in 2021, handbags in 2023, and swim in 2024. For example, we grew our denim business at approximately a 30% CAGR from 2022 to 2025. We intend to build on our strong momentum in existing categories such as tops, sweaters, and shoes where we see significant room to grow and strategically introduce new categories as we continue to play a more prominent role in our customers’ wardrobes.
While we intend to focus on growing core categories in the near term, according to our July 2025 Customer Survey, 81% of our customers have indicated interest in purchasing additional categories from us, especially in areas like intimates and lingerie. We take a methodical approach to category expansion, using a combination of customer feedback and select third-party collaborations to inform both the timing and scope of new category launches. We believe our deep understanding of customer preferences and disciplined test-and-learn approach to product strategy will continue to support strong product-market fit as we pursue additional category expansion and innovation.
Grow in international markets
With 18% of net revenue coming from outside the United States in the first quarter of 2026, we have demonstrated our ability to execute in new markets and scale internationally. With approximately 245,000 active non-U.S. customers, we are significantly underpenetrated in international markets with meaningful runway ahead of us. We plan to accelerate our international growth by continuing our proven city-by-city expansion strategy bespoke to each market’s specific needs, culture, and customer dynamics. Our approach is focused on:
- Locally resonant brand marketing activations to drive brand awareness and relevance
- E-commerce localization to optimize shopping experiences
- Retail expansion to promote brand visibility and product discovery
- Strategic wholesale partnerships to increase brand awareness and attract new customers to the brand
We execute our expansion strategy through a repeatable playbook tailored to each market. For example, in the United Kingdom, we built brand awareness early on through geographically relevant activations and a fully localized digital experience. In tandem, we validated product-market fit through strategic wholesale partnerships ahead of investing in our own stores. These efforts gave us both the foundation and confidence
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to open five stores within five years and helped drive more than five times net revenue growth from 2019 to 2025. In the near term, we plan to maintain a deliberate approach to expansion, focusing on Canada, the United Kingdom, and Western Europe, where we opened our first store in Paris in 2025.
Drive operational excellence
We have made significant investments in our people, logistics capabilities, and technology in advance of our anticipated growth. In October 2025, we opened a larger, more automated Los Angeles-based distribution center to support continued scale. Over the course of 2024 through the first quarter of 2026, we invested $28.5 million of capital in this new 185,000 square-foot facility. As we continue to scale, we believe we will benefit from operational and financial leverage on these investments.
We have identified specific opportunities to improve operational efficiency and are executing against a defined roadmap, led by our in-house Technology and Operations teams, focused on the following areas:
- Supply chain automation and management
- Inventory allocation and movement
- Outbound and inbound shipping
- International operations
### Indebtedness
As of June 27, 2026, we had $246.7 million of term loans and $3.6 million of letters of credit outstanding under the credit agreement, dated as of May 2, 2024, as amended on June 17, 2026, by and among LYMI Inc. (the “Borrower”), one of our wholly owned subsidiaries, certain other wholly owned subsidiaries of the Borrower party thereto, JP Morgan Chase Bank, as administrative agent, and the lenders party thereto (the “Credit Agreement”), against which we held $76.6 million in cash and had $26.4 million in available borrowing capacity. Our debt obligations, which are subject to restrictive covenants and variable interest rates, may limit our operational and financial flexibility, potentially constraining our ability to fund future growth or respond to our business’s working capital needs.
### Challenges
We face a number of challenges inherent to our industry, including, among other things, our ability to attract new customers and maintain our returning customers, maintain a strong community of engaged customers and increase our brand awareness, respond to customer preferences and trends, successfully expand into international markets, manage our supply chain effectively, and manage our sustainability standards amidst rising costs and complex global regulation. In addition, certain disruptions in the global economy, including market disruptions, monetary and fiscal policy uncertainty, supply chain challenges, volatility in the cost of raw materials, trade wars and tariffs have, and may continue to, adversely affect the pricing and availability of our products and our customers’ willingness to purchase our products. Any number of these challenges, among others, could have a negative impact on our business, financial condition and results of operations. For a discussion of challenges, risks and limitations that could harm our business, see “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
### Recent Developments
Dividend Recapitalization Transactions
On June 17, 2026, the Borrower entered into an amendment to the Credit Agreement which, among other things, (i) provides for additional term loan commitments in the aggregate principal amount of $92.0 million, (ii) extends the maturity applicable to the revolving credit facility and term loans to June 17, 2031 and (iii) includes a revised amortization schedule applicable to all outstanding term loans after giving effect to the amendment. On June 17, 2026, the Borrower borrowed $92.0 million of additional term loans
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pursuant to the new term loan commitments, which are subject to substantially the same terms as the existing term loans previously incurred under the Credit Agreement.
On June 17, 2026, the Borrower paid a dividend to Ref Holdings, Inc., one of our direct wholly owned subsidiaries, in the amount of $90,000.00 per share of its common stock, and Ref Holdings, Inc. subsequently paid a dividend to us in the amount of $90,000.00 per share of its common stock, each dividend in aggregate was approximately $90.0 million. We paid, on or about June 17, 2026, a dividend in the amount of $1.63 per share to holders of our common stock using borrowings under the Credit Agreement. In connection with the dividend payment, our board of directors determined the dividend to be an extraordinary dividend under our 2019 Stock Option Plan (the “2019 Plan”) and certain Restricted Stock Unit Agreements (the “RSU Agreements”) and approved an adjustment to options outstanding under the 2019 Plan and restricted stock units (“RSUs”) outstanding under the RSU Agreements, pursuant to which (i) certain options and RSUs received an amount in cash equal to $1.63 for each such option and RSU, as applicable, (ii) the strike price of certain options was reduced by $1.63 for each such option and (iii) certain RSUs received an accrued dividend right equal to $1.63 for each such RSU, which will be payable at the same time, and subject to the same terms, as the underlying RSU. The aggregate amount of the dividend and cash payments in respect of certain options and RSUs was approximately $89.6 million. In connection with the amendment to the Credit Agreement and the Recapitalization (as defined below), we also incurred approximately $2.8 million of debt issuance costs and approximately $0.3 million of third-party fees. We refer to these transactions collectively as the “Recapitalization.”
Preliminary Estimated Financial Results for the Thirteen Weeks Ended June 27, 2026
Set forth below are the preliminary estimates of certain of our unaudited interim consolidated financial data and other data for the thirteen weeks ended June 27, 2026. Our financial statements as of and for the thirteen weeks ended June 27, 2026 are not yet available and are subject to the completion of our financial closing procedures. The following information reflects our preliminary estimates based on currently available information as of the date of this prospectus and is subject to change. We have provided ranges, rather than specific amounts, for the preliminary estimated financial results described below primarily because we are still in the process of finalizing our financial results for the thirteen weeks ended June 27, 2026 and, as a result, our final reported results may vary from the preliminary estimates presented below.
The preliminary estimates of financial and other data for the thirteen weeks ended June 27, 2026 presented below have been prepared by, and are the responsibility of, our management. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to such preliminary data for the thirteen weeks ended June 27, 2026. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
The preliminary estimates provided below do not represent a comprehensive statement of our financial results and should not be viewed as a substitute for our consolidated financial statements prepared in accordance with GAAP. In addition, the preliminary estimates for the thirteen weeks ended June 27, 2026 are not necessarily indicative of the results to be achieved in any future period. The unaudited actual results for the thirteen weeks ended June 27, 2026 have been derived from our books and records.
We expect our financial closing procedures with respect to the thirteen weeks ended June 27, 2026 to be completed in early September and, accordingly, will not be available until after this offering is completed. We undertake no obligation to update or supplement the information provided below until we publicly release our consolidated financial statements as of and for the thirteen weeks ended June 27, 2026.
Additionally, the estimates and actual results reported below include certain financial measures that are not required by, or presented in accordance with, GAAP. We use these non-GAAP financial measures to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our financial performance from period to period. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income or
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loss or any other performance measure in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. There are limitations to the use of these non-GAAP financial measures. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies, including companies in our industry. For more information about how we use these non-GAAP financial measures in our business and the limitations of these measures, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
These preliminary estimates should be read together with the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,” and our consolidated financial statements and related notes included elsewhere in this prospectus.
| ($ in thousands) | Thirteen Weeks Ended June 27, 2026 / Low (estimate) | Thirteen Weeks Ended June 27, 2026 / High (estimate) | Thirteen Weeks Ended June 28, 2025 / Actual |
| --- | --- | --- | --- |
| Key Financial Metrics: | | | |
| Net revenue | $154,000 | $155,000 | $125,073 |
| Gross profit | $102,622 | $103,414 | $80,566 |
| Gross margin | 66.6% | 66.7% | 64.4% |
| Net income (loss) | $11,726 | $11,999 | $6,915 |
| Net income (loss) margin | 7.6% | 7.7% | 5.5% |
| Non-GAAP Financial Measures: | | | |
| Adjusted EBITDA(1) | $24,921 | $25,299 | $16,516 |
| Adjusted EBITDA margin(2) | 16.2% | 16.3% | 13.2% |
(1)
We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing core operations.
(2)
We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue.
| ($ in thousands) | As of June 27, 2026 / (Estimate) | As of June 28 2025 / Actual |
| --- | --- | --- |
| Consolidated Balance Sheet Data: | | |
| Cash and cash equivalents | $76,627 | $51,162 |
| Total debt | $241,529 | $158,631 |
The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures, net income (loss) and net income (loss) margin, for the periods presented:
| ($ in thousands) | Thirteen Weeks Ended / June 27, 2026 / Low (estimate) | Thirteen Weeks Ended / June 27, 2026 / High (estimate) | Thirteen Weeks Ended / June 28, 2025 / Actual |
| --- | --- | --- | --- |
| Net income (loss) | $11,726 | $11,999 | $6,915 |
| Interest and other expense (income) | 1,919 | 1,919 | 3,313 |
| Income tax provision (benefit) | 4,493 | 4,598 | 2,360 |
| Depreciation and amortization | 4,245 | 4,245 | 3,015 |
| Stock-based compensation expense(1) | 2,178 | 2,178 | 259 |
| Transaction costs(2) | — | — | 393 |
| Legal costs(3) | 349 | 349 | 149 |
| Other one-time costs(4) | 10 | 10 | 112 |
| Adjusted EBITDA | 24,921 | 25,299 | 16,516 |
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| ($ in thousands) | Thirteen Weeks Ended / June 27, 2026 / Low (estimate) | Thirteen Weeks Ended / June 27, 2026 / High (estimate) | Thirteen Weeks Ended / June 28, 2025 / Actual |
| --- | --- | --- | --- |
| Net revenue | $154,000 | $155,000 | $125,073 |
| Net income (loss) margin | 7.6% | 7.7% | 5.5% |
| Adjusted EBITDA margin | 16.2% | 16.3% | 13.2% |
(1)
Represents non-cash expenses related to equity-based compensation programs, which may vary significantly from period to period depending on various factors including the timing, number, and the valuation of awards granted, vesting of awards including the satisfaction of performance conditions, and the impact of repurchases of awards from employees.
(2)
Represents costs incurred in connection with pursuing various strategic alternatives, including legal and accounting costs directly attributable to preparing for an IPO, and other strategic sell side and investment alternatives.
(3)
Represents one-time legal costs and settlements.
(4)
Represents one-time costs directly attributable to activities that are not indicative of our ongoing core operations, including, but not limited to, system implementation and duplicative expenses associated with store relocation.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for further descriptions of Adjusted EBITDA and Adjusted EBITDA margin, as well as a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures.
### Summary of Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider all of the risks described in “Risk Factors” following this Prospectus Summary before deciding to invest in our common stock. If any of the risks actually occur, our business, financial condition and results of operations may be materially adversely affected. In such case, the trading price of our common stock may decline and you may lose part or all of your investment. These risks include, among others, the following:
- We rely on consumer discretionary spending, which may be adversely affected by economic uncertainty or downturns and other macroeconomic conditions, trends, or factors.
- If we fail to attract new customers, maintain or grow our returning customers, or maintain or increase sales to customers, our business, financial condition, results of operations, and growth prospects could be harmed.
- Our success depends on the strength of our brand and on our ability to maintain a strong community of engaged customers; if we are unable to maintain and enhance the value and reputation of our brand, or if we experience negative publicity, our business or reputation will be harmed, which could have a materially adverse effect on our financial condition and results of operations.
- If we are unable to anticipate and respond to changing consumer preferences and shifts in industry trends in a timely and cost-effective manner, our business, financial condition, and results of operations could be harmed.
- We utilize a range of marketing, advertising, and other initiatives to increase returning customers’ spend and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.
- Failure to accurately forecast customer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows, and harm to our business.
- Existing and potential tariffs imposed by the United States or other governments, new trade restrictions, or a global trade war could increase the cost of our products, which could have an adverse effect on our business, financial condition, and results of operations.
- If we fail to effectively manage our growth, our business, financial condition, and results of operations could be harmed.
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- If we are unsuccessful in growing our e-commerce and retail channels and executing our expansion into new markets, our business, financial condition, results of operations, and growth prospects may suffer.
- We are subject to various federal and state employment and labor laws and regulations and increases in labor costs, including wages, could adversely affect our business, financial condition, and results of operations.
- As a company that operates retail stores, we are subject to commercial real estate risks.
- We are subject to risks related to our sustainability activities and disclosures, including our commitment to certain sustainability criteria, which we call the Sustainability Framework, and our reputation and brand could be harmed by evolving disclosure requirements and expectations.
- Climate change and the evolving and varied expectations by governments, organizations, customers, and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our reputation, business, financial condition, and results of operations.
- Our focus on using sustainable high-quality materials and reducing environmental impacts in our manufacturing processes and supply chain practices may increase our cost of revenue and hinder our net revenue growth.
- If we are unable to attract and retain qualified personnel, we may not be able to grow effectively or successfully operate our business.
- Our reliance on suppliers to provide materials for and to produce our products could cause problems in our supply chain, and failure of our suppliers to consistently provide high-quality materials and products could adversely affect our brand and reputation and cause our business, financial condition, and results of operations to suffer.
- We have operations and do business in China, which exposes us to risks inherent in doing business there.
- Shipping and delivery are critical parts of our business and any changes in, or disruptions to, our shipping and delivery arrangements could adversely affect our business, financial condition, and results of operations.
- The operations of our suppliers, most of which are located outside of the United States, are subject to additional risks that are beyond our control and that could harm our business, financial condition, and results of operations.
- Any material disruption of our information technology (“IT”) systems or unexpected network interruption could disrupt our business and reduce our sales.
- Our failure or inability to obtain, maintain, protect and enforce our intellectual property rights could diminish the value of our brand and weaken our competitive position.
- If sensitive information about our customers is actually or alleged to have been disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks or similar incidents, our customers may curtail use of our website, we may be exposed to liability and our reputation could suffer.
- We are subject to federal, state, or foreign laws and regulations as well as our contractual obligations and industry requirements relating to privacy, data protection, and customer protection; the expansion of current or the enactment of new laws and regulations relating to privacy, data protection, and customer protection, or failure to comply with those laws or obligations, whether or not inadvertent, could materially adversely affect our business, financial condition, and results of operations.
- Government regulation of the internet and e-commerce continues to evolve and unfavorable changes or failure by us to comply with these regulations, whether or not inadvertent, could substantially harm our business, financial condition, and results of operations.
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- We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses or otherwise maintain effective internal controls, we may not be able to accurately report our financial results of operations which may adversely affect investor confidence.
- Certain of our significant stockholders will continue to have significant influence over us after this offering, including significant influence over decisions that require the approval of stockholders, which may be inconsistent with the interests of our other stockholders.
### Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933 (the “Securities Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, in this prospectus, we have not included a compensation discussion and analysis of our executive compensation programs. In addition, for so long as we are an emerging growth company, among other exemptions, we will:
- not be required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- not be required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation; and
- not be required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes.”
In addition, under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
We will remain an “emerging growth company” until the earliest to occur of:
- the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more;
- the date on which we are deemed to be a large accelerated filer under the rules of the SEC, with at least $700.0 million of equity securities held by non-affiliates;
- the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and
- the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering.
### Relationship with Permira
Permira Advisers LLC (“Permira”) is a global investment firm that backs successful businesses with growth ambitions. Founded in 1985, the firm advises funds across two core asset classes, private equity and credit, with total committed capital of approximately €86 billion as of the fourth quarter of 2025. The Permira private equity funds target long-term majority/control investments within the Buyout strategy and high-governance minority, control or co-control situations within the Permira Growth Opportunities (“PGO”) strategy in four key sectors: Technology, Consumer, Healthcare, and Services. The Permira funds have a long track record of successfully investing in consumer companies around the world and have deployed over $18 billion in the sector across the Buyout and PGO strategies since inception. Permira is a significant stockholder of the Company expected to beneficially own approximately 49.2% of the outstanding shares of common stock following the completion of this offering (or 46.9% if the underwriters exercise their option to purchase additional shares in full). As a result, Permira and its affiliates continue to have the ability to exercise significant voting influence over us and our corporate decisions.
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Channels for Disclosure of Information
We intend to announce material information to the public through filings with the SEC, the investor relations page on our website (www.thereformation.com), press releases, public conference calls, and public webcasts. The information contained on, or that can be accessed through, these channels is not a part of this prospectus.
The information disclosed in the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.
### Corporate Information
Reformation was founded in 2009, and REF Topco, Inc. was incorporated as a Delaware corporation in 2019 in connection with the acquisition by Permira of a majority interest in us. We changed our name to Reformation Inc. on April 11, 2025. Our principal offices are located at 5801 S. 2nd St., Vernon, California 90058. Our telephone number is (213) 282-2025. We maintain a website at www.thereformation.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.
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The Offering
### Common stock offered by us
9,478,821 shares.
### Common stock offered by the selling stockholders
4,583,679 shares.
### Option to purchase additional shares of our common stock
The selling stockholders have granted the underwriters an option, for a period of 30 days from the date of this prospectus, to purchase up to 2,109,375 additional shares of common stock at the initial public offering price less underwriting discounts and commissions.
### Common stock to be outstanding immediately after this offering
59,076,208 shares.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto, before making an investment in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, results of operations and/or prospects. In such cases, the trading price of our common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties are not presently known to us or that we currently deem immaterial also may impair our business operations. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”
This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing the Company described below and elsewhere in this prospectus.
### Risks Related to Our Business, Brand, Products, and Industry
### We rely on consumer discretionary spending, which may be adversely affected by economic uncertainty or downturns and other macroeconomic conditions, trends, or factors.
Our products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, actual or perceived risk of an economic recession, trade wars, increased tariffs and global trade instability, the availability and cost of consumer credit, government shutdowns, levels of unemployment and inflation, and tax rates. As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable, and discretionary spending may be subject to reductions as a result of significant increases in unemployment, financial market instability and uncertainties about the future. Unfavorable economic conditions, including an economic downturn or economic uncertainty in our current core markets, specifically in the United States, the United Kingdom, Canada and France, may lead consumers to delay or reduce purchases of our products. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have a material adverse effect on our business, financial condition and results of operations.
If we fail to attract new customers, maintain or grow our returning customers, or maintain or increase sales to customers, our business, financial condition, results of operations, and growth prospects could be harmed.
Our success depends on our ability to acquire and retain customers in a cost-effective manner. In order to attract new customers and continue to expand our customer base, we must appeal to and attract customers who identify with our products and our brand. If the number of people who are willing to purchase our products does not continue to increase, if we fail to deliver a high-quality shopping or customer experience, if we make products that our customers do not buy in sufficient quantities or if our current or potential future customers are not convinced that our products are superior to alternatives, then our ability to retain returning customers, acquire new customers, and continue to grow our business may be harmed.
We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. For example, we maintain close ongoing relationships with key opinion leaders, including influencers, creators, editors, and celebrities, who support our brand and marketing efforts. Such campaigns are often the result of long-term investments in these relationships, involving significant time and resources from our brand and marketing teams as well as monetary consideration, and may not result in new customers or increased sales of our products. Further, as our brand becomes more widely known, we may not attract new customers or increase our net revenue at the same rates as we have in the past. As of 2025, we have approximately 854,000 Active Customers in the United States. Globally, 78% of our repeat orders in 2025 contained more than one product category. If we are unable to acquire new customers who purchase products across categories in numbers sufficient to grow
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our business, our net revenue may decrease and our business, financial condition, and results of operations may be materially and adversely affected.
In addition, our future success depends in part on our ability to increase sales to our returning customers over time, as a significant portion of our direct channel net revenue is generated from sales to returning customers, particularly more loyal returning customers who are highly engaged and make frequent and/or large purchases of the products we offer. Nearly 70% of our DTC net revenue in 2025 was generated from returning customers and 54% of our customers acquired before 2025 have shopped with us more than once. If existing and/or loyalty customers no longer find our products appealing or are not satisfied with our customer experience, or if we are unable to update our products in a timely manner to meet current trends and customer demands, our returning customers may not make purchases, or if they do, they may make fewer or smaller purchases in the future.
If we are unable to continue to attract new customers or our returning customers decrease their spending on the products we offer or fail to make repeat purchases of our products, our business, financial condition, results of operations and growth prospects will be harmed.
Our success depends on the strength of our brand and on our ability to maintain a strong community of engaged customers; if we are unable to maintain and enhance the value and reputation of our brand, or if we experience negative publicity, our business or reputation will be harmed, which could have a materially adverse effect on our financial condition and results of operations.
The “Reformation” brand is integral to our business strategy and our ability to attract, engage, and retain customers. In 2025, we brought in approximately 75% of DTC new customers through unpaid marketing channels, an ability which we believe is largely powered by the strength and uniqueness of our brand and brand voice in the marketplace. As a result, our success depends on our ability to maintain and enhance the image, value, and recognition of our brand. Maintaining, promoting, and positioning our brand will depend largely on the success of our creative, design, and marketing efforts, including advertising, social media, celebrity campaigns, and collaborations with other brands or influencers, as well as our ability to maintain a positive consumer perception of our corporate integrity, culture, mission, values, and environmental sustainability efforts.
Our brand, business and reputation could be adversely affected by any number of factors or events, including if our public image is tarnished by negative publicity due to our actions or those of persons associated with us (including employees, celebrities, influencers, brand partners or others who speak publicly or post on social media about our brand or our products, whether authorized or not), if we receive customer complaints or negative publicity related to our website, products, product delivery times, customer love or marketing efforts, if we fail to deliver innovative and high-quality products, if we face or mishandle a product recall or if we are subject to claims of “greenwashing” (e.g., misleading or deceptive claims related to our Sustainability Framework, goals or practices). For example, the organization known as People for the Ethical Treatment of Animals chose to label Reformation as “Greenwasher of the Year” in 2023 based on the use of animal-derived materials in some of our products. This type of response can adversely affect our public image, brand and reputation. Further, our brand and reputation have in the past, and in the future could be, negatively impacted by adverse publicity, whether or not valid, regarding allegations that we or persons associated with us have violated applicable laws or regulations, including but not limited to, those related to product labeling and safety, ethical sourcing, marketing, employment, discrimination, harassment, whistle-blowing, customer privacy, corporate citizenship, improper business practices or cybersecurity. Negative publicity regarding, or non-compliance with legal requirements or norms by, our direct and indirect suppliers could similarly adversely affect our reputation and sales and could force us to identify and engage alternative suppliers. Any harm to our brand and reputation could adversely affect our ability to attract and engage customers and could have a material adverse effect on our business, financial condition and results of operations.
Our brand may also be harmed through the licensing of trademarks and other intellectual property rights to third parties, including for example as part of our co-branded collaborations with our brand partners. Despite the terms of our licensing agreements with these third parties that govern the use of our intellectual property, which require licensees to abide by certain standards with respect to such use, our efforts to police licensees’ use of our intellectual property may not be sufficient to ensure their compliance with
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such agreements. The failure of our licensees to comply with the terms of their licenses could harm our reputation or the value of our brand or lead to a loss of our trademarks and other intellectual property rights, which could have a material adverse effect on our business, financial condition, and results of operations. Any failure to effectively maintain and enhance our brands or reputation, or any excessive expenses incurred in these unsuccessful efforts, could have a material adverse effect on our business, financial condition and results of operations. Third parties who receive licenses to use our intellectual property rights may also experience negative claims or publicity involving their own brands, which by association could damage our reputation and brand, regardless of whether such claims are accurate.
In addition, the importance of our brand may increase to the extent we experience increased competition, which has required, and could continue to require, additional expenditures on our brand marketing activities. Maintaining and enhancing our brand image also has required, and may continue to require, us to make additional investments in areas such as merchandising, marketing, retail stores and online operations. These investments may be substantial and may not ultimately be successful.
If we are unable to anticipate and respond to changing consumer preferences and shifts in industry trends in a timely and cost-effective manner, our business, financial condition, and results of operations could be harmed.
Our target market of apparel, footwear, and accessories for women is subject to new and rapidly changing trends and constantly evolving consumer preferences and demands that cannot be predicted with certainty. We take inspiration from both vintage styles as well as current cultural moments to design products which we believe our customers are seeking at that moment. Accordingly, our success is dependent on our ability to anticipate, gauge and react to the latest trends and consumer demands, to translate such trends and demands into appropriate, desirable product offerings in a timely manner and to allocate these product offerings appropriately across all of our selling channels, including e-commerce, retail and wholesale channels. Our Merchandising, Design, Planning and Allocation and Operations teams are primarily responsible for performing this highly subjective and logistically complex work, including making initial product decisions, and they rely on feedback around trends from a variety of sources. This process may not accurately predict evolving trends, and our new products may not resonate with consumers as their preferences could shift rapidly to different styles. Our future success depends in part on our ability to anticipate and respond to these changes, and we may not be able to generate sufficient consumer interest in our products to remain competitive.
In particular, our unique designs, quality control, innovation and sourcing and use of sustainable materials and/or processes in the design and manufacturing of our products is essential to our commercial success. Research and development play a key role in environmentally sustainable innovation. We rely upon specialists in the fields of sustainability and material innovation to inform our research and development strategy and efforts. While we strive to produce products that are sustainable, consumer demand for our products could decline if we fail to introduce or maintain environmentally sustainable innovations in our products or if customers’ interest in sustainable materials and innovation substantially subsides. In addition, our experience in anticipating consumer preferences in one category, such as apparel, may not help us predict or anticipate consumer preferences in other new categories.
Further, lead times for many of our products, particularly denim, sweaters and outerwear, may make it more difficult for us to respond rapidly to new or changing product trends or consumer preferences. In addition, our lead times may be longer due to the extent we rely on ocean shipping to reduce carbon emissions, which may take longer generally (or as a result of geopolitical dynamics) compared with air or other transport. We continue to balance our inventory levels based on shifts in demand, but we may not be able to respond quickly enough to adjust our inventory position accordingly, which may have an adverse impact on our operating results. If we are unable to anticipate consumer preferences or industry changes or introduce new products in a timely manner, or our new product launches are not accepted by consumers, we could experience lower sales, excess inventories or lower profit margins, any of which could have an adverse effect on our business, financial condition and results of operations.
We utilize a range of marketing, advertising, and other initiatives to increase returning customers’ spend and to acquire new customers; if the costs of advertising or marketing increase, or if our initiatives fail to achieve their desired impact, we may be unable to grow the business profitably.
We deploy what we believe is a highly differentiated brand voice, unique content and performance marketing efforts, to drive customers from awareness to consideration to conversion. Promoting awareness
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of our brand and products is important to our ability to grow our business, drive ongoing customer engagement and retention and attract new customers. Our marketing strategy includes brand marketing campaigns, including campaigns, public relations, events and product gifting, as well as performance marketing, including paid search, paid social, affiliate marketing, retargeting, display, email, direct mail, generative AI optimization and search engine optimization, among other tools. In addition, our marketing strategy is global in scale. To monitor the efficacy of our expansion, we utilize a suite of paid and organic analytics tools to verify our brand reach and audience engagement across diverse markets. These tools allow us to measure the visibility of our content and the conversion efficiency of our campaigns in real-time; however, any inaccuracies in this data or limitations imposed by third-party platform transparency could lead to inefficient capital allocation and a failure to reach our target demographics effectively.
We establish and maintain relationships with celebrity, influencer and brand partners in order to develop and promote our products as well as strengthen our brand. In a competitive environment, the monetary and non-monetary costs associated with establishing and nurturing these relationships may increase, and there can be no assurance that our investments and efforts will ultimately result in new customers or increased sales to returning customers. If we are unable to maintain current partnerships or establish new partnerships in the future, this could adversely affect our brand visibility and strength and result in a negative impact to our financial results. We also seek to engage with our customers and audiences and build awareness of our brand through sponsoring unique events and experiences. If our marketing efforts, events and broader messaging are not appropriately tailored to and accepted by our target customers, we may fail to attract new customers and/or retain returning customers, and our brand and reputation may be harmed. Our future growth and profitability and the success of our brand will depend in part upon the effectiveness and efficiency of our marketing efforts.
We use third-party social media platforms, including Instagram, Facebook, Pinterest, TikTok, X (formerly known as Twitter) and YouTube, to raise awareness of our brand and engage with our community. As of June 27, 2026, we had approximately four million followers across social media platforms, which may include the same followers on multiple platforms. As existing social media platforms evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on emerging platforms. If we are unable to cost-effectively use social media platforms as marketing tools, or unable to continue to use certain platforms at all, our ability to acquire new customers and our financial condition may suffer. For example, lawmakers in the United States, Europe and Canada have recently escalated efforts to restrict access to TikTok. On April 24, 2024, former-President Biden signed into law certain measures requiring TikTok’s parent company to sell TikTok by January 19, 2025 or face a total ban in the United States. Though TikTok’s parent company did not sell TikTok by the deadline, President Trump signed multiple extensions to give his administration more time to broker a deal to bring the social media platform under American ownership and, in September 2025, signed an executive order approving a proposed deal that resolves national security concerns and complies with the Protecting Americans from Foreign Adversary Controlled Applications Act by removing TikTok in the United States from China’s control. On January 22, 2026, TikTok USDS Joint Venture LLC, a majority owned U.S. joint venture, was established in compliance with the executive order signed by President Trump to enable continued accessibility for users in the United States. Individual states, governmental bodies and institutions have also voiced concerns that TikTok poses a national security threat and have pursued similar prohibitions. In addition, social media platforms we use may change their policies or algorithms, including in response to shifting consumer sentiment around topics such as sustainability, leading to shifts in the level of recommended content, which may impact our ability to fully optimize such platforms and acquire customers, resulting in an adverse effect on our business, financial condition and results of operations.
In addition, we currently receive a significant number of visits to our website via search engine results, primarily from Google. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, which could reduce the number of visits to our website, in turn reducing new customer acquisition and adversely affecting our results of operations. The impact of agentic search is changing the landscape of search and discovery. Further, the recent introduction of AI and large language models within search and other marketing channels may change consumer search behavior and our ability to cost effectively acquire and retain customers. For example, in March 2025, Google introduced an experimental AI mode within its search platform and other platforms have or may in the future launch similar functionality. If we are unable to adapt to this and similar changes, our net revenue growth and
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profitability may be adversely affected. If we are unable to cost-effectively drive traffic to our website, our ability to acquire new customers and our financial condition would suffer.
Email and SMS marketing is also central to our marketing efforts. As of June 27, 2026, we had approximately three million subscribers to our email list. If we are unable to successfully deliver emails to our customers or if customers do not engage with our emails, whether out of choice, because those emails are marked as low priority or spam, or for other reasons, our business could be adversely affected. Our marketing initiatives have become increasingly expensive and may continue to increase in cost, and generating a meaningful return on those initiatives may be difficult or unpredictable. Even if we successfully increase net revenue as a result of our marketing efforts, it may not offset the additional marketing expenses we incur.
If our marketing efforts are not successful in promoting awareness of our products, driving customer engagement or attracting new customers, if we are not able to cost-effectively manage our marketing expenses or if we lose access to certain tools or platforms, our business, financial condition and results of operations could be adversely affected.
### Failure to accurately forecast customer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows, and harm to our business.
To meet anticipated demand for our products, we must forecast inventory needs and place orders with our suppliers based on our estimates of future demand for particular products. Although we seek to replenish product based on real time sales data and other considerations, our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in customer demand for our products or for products of our competitors, changing consumer preferences, changing product trends, our failure to accurately forecast consumer acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions, declines in overall consumer spending and weakening of economic conditions or consumer confidence in future economic conditions. For example, we source products, directly and indirectly, from China. The imposition of significant tariffs on imports from China or other countries that we source from, if reinstated at heightened levels or if reinstated at all, may result in our inability to cost-effectively source products. If we fail to accurately forecast customer demand, whether from China or other countries, we may experience excess inventory levels or a shortage of products available for sale in our stores or for delivery directly to our customers or to our wholesale partners.
Inventory levels in excess of demand may result in inventory write-offs, inventory write-downs, donations by us of our unsold products and/or the sale of excess inventory at discounted prices, any of which could cause our gross margin to suffer, impair the strength and exclusivity of our brand and have an adverse effect on our business, financial condition, results of operations and cash flows. For example, we have in the past sold certain of our products at discounted prices through various channels including our website, retail stores, outlets, sample sales and off-price wholesalers. We have also donated excess products to third parties in the past. Further, holding inventory in advance of any such sales or donations also risks the appeal of such inventory to be sold at all or may require that we sell such inventory at prices that are unfavorable to us.
Conversely, while we aim to manage our inventory to sell through and create a degree of scarcity, if we underestimate customer demand for our products and fail to place sufficient orders with our suppliers in advance, then our suppliers may not be able to deliver products to meet our requirements and we may experience inventory shortages. Inventory shortages in our stores or our company-operated or third-party distribution centers have in the past, and could in the future, result in delayed shipments to customers, lost sales, a negative customer experience, lower brand loyalty or damage to our reputation and customer relationships, any of which could have an adverse effect on our business, financial condition and results of operations.
### Our industry is highly competitive and if we do not compete effectively, our operating results could be adversely affected.
The women’s apparel, footwear and accessories retail industry is highly competitive. We compete with a diverse set of businesses, including department stores, specialty retailers, independent brands, vintage stores, resale/second hand retailers, online marketplaces and other types of online and retail businesses that
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market products similar to the products we offer. We believe our ability to compete depends on many factors within and beyond our control, including:
- attracting new customers and engaging and cultivating our relationships with returning customers;
- attracting and retaining personnel;
- further developing our data analytics and technology capabilities;
- maintaining favorable brand recognition and effectively marketing our products to customers;
- the amount, diversity and quality of products that we or our competitors offer;
- optimizing and/or personalizing our website and in-store shopping experience;
- maintaining and curating an appealing portfolio of products;
- the price at which we are able to offer our products;
- maintaining and growing our market share, including access to capital to invest in the business and/or growth;
- price fluctuations or demand disruptions of our third-party suppliers and wholesale partners;
- the speed and cost at which we can deliver products to our customers and the ease with which they can use our services to return products;
- anticipating and quickly responding to changing fashion trends and consumer shopping preferences; and
- our ability to expand attractive physical distribution points, whether through strategic wholesale placements or prime retail locations.
We expect competition to increase as other established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and technologies are introduced.
Many of our current competitors have, and potential competitors may have, longer operating histories, larger fulfillment infrastructures, greater technical capabilities, faster shipping times, lower-cost shipping or pricing, more attractive customer service policies (e.g., with respect to shipping windows, return windows, return fees), larger customer bases, more sophisticated data analytics capabilities, and greater financial, marketing, institutional and other resources than we do. These factors may allow our competitors to derive greater revenue and profits from their existing customer bases, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in fashion trends and customer shopping behaviors. These competitors may engage in more extensive research and development efforts, enter into or expand their presence in physical retail, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenue from their existing customer bases more effectively than we do. If we fail to execute on any of the above better than our competitors, our business, financial condition and results of operations may be adversely affected.
Competition, along with other factors such as consolidation within the fashion industry and changes in customer spending patterns, could also result in significant pricing pressure. These factors may cause us to reduce prices to our customers, which could cause our gross margins to decline if we are unable to appropriately manage inventory levels or otherwise offset price reductions with comparable reductions in our operating costs. If our prices decline and we fail to sufficiently reduce our product costs or operating expenses, our profitability may decline, which could have a material adverse effect on our business, financial condition and results of operations.
### If we fail to effectively manage our growth, our business, financial condition, and results of operations could be harmed.
We have expanded our operations rapidly since our inception in 2009. In particular, in the past three fiscal years, our annual net revenue has increased from $360 million in 2023 to $507 million in 2025, and from $86 million in the first quarter of 2025 to $112 million in the first quarter of 2026, and our total company
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headcount has grown from approximately 974 employees in 2023 to approximately 1,261 as of the first quarter of 2026. If our operations continue to grow at a rapid pace, we may experience difficulties in obtaining sufficient supplier capacity and raw materials to produce our products, as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing. We could be required to continue to expand our creative, design, merchandising, planning, operations and supply chain functions, invest in opening and operating a greater number of retail stores in our existing markets and/or in new markets or invest in wholesale partners’ operations in lieu of or in addition to retail stores operated by us, upgrade our information systems and other processes and technology and obtain more space for our expanding workforce. This expansion could increase the strain on our resources, expose us to legal and compliance risk across new markets and cause us to experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees, especially to the extent our growth exposes us to a greater number of markets’ employment, health and safety and other regulatory and compliance requirements. Any of these or other difficulties in effectively managing our growth and the increased complexity of our business could result in the erosion of our brand image, which could have a material adverse effect on our financial condition and results of operations.
Further, if we are unable to maintain our core values and culture as we grow, our business could be harmed. We believe that a critical component of our success to date has been our corporate culture and values. We have invested substantial time and resources in building our culture, which is rooted in five core values: Make an Impact, Be Brave, People Focused, Make It Better and Own It. However, as we continue to grow, including expanding our geographic presence and developing the infrastructure associated with being a public company, we will face a number of challenges that may affect our ability to sustain our culture and shared values, including:
- a need to identify, attract, reward and retain people in key leadership positions in our organization who share and further our culture, values and mission;
- the increasing size and geographic diversity of our workforce, which may limit our ability to promote a uniform and consistent culture and set of shared values across all of our offices and employees globally;
- the wider array of alternative working arrangements we now permit or may in the future permit, including part-time or flexible roles, fully remote roles, or “hybrid” roles (where a mix of in-person and remote work is permitted); and
- competitive pressures that may divert us from our mission, vision and values, and may cause us to take actions that are contrary to, or that our workforce views as contrary to, our culture or values.
Any failure to preserve our corporate culture (or localize it authentically) or any failure to live up to our values as a company, particularly those related to sustainability, could negatively affect our brand and reputation, harm our business and limit our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.
### Our past growth rates are not indicative of expected results in the future and we may be unable to successfully execute on our growth strategy.
Although our net revenue has grown profitably over time, this should not be considered as indicative of our future performance. We may not be successful in navigating through macroeconomic challenges and may not be successful in executing our growth strategy. Even if we effectively manage external challenges and achieve our strategic plan, we may not be able to sustain profitability. In future periods, our net revenue may decline or grow more slowly than we expect. We believe that the sustainability of our recent net revenue growth, profitability and potential future growth, including retail, category and geographic expansion, will depend upon many factors, including our ability to:
- increase brand awareness and drive efficient customer acquisition;
- retain returning customers and continue growth within our existing customer base;
- provide a premium shopping experience for our customers;
- respond to shifting customer behaviors and traffic patterns in person and online;
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- operate new retail stores on a profitable basis and effectively extend our existing store leases at the same or better terms;
- offer an assortment of products that is attractive to customers and accurately forecast demand for our products;
- offer an attractive, effective, reliable, user-friendly online experience and develop new features to enhance the customer experience both in-store and on our website;
- increase the frequency with which new and repeat customers purchase products on our website and in our stores through merchandising, data analytics and technology;
- add new suppliers and deepen our relationships with our existing suppliers;
- attract and retain personnel;
- enhance and scale the systems our customers use to interact with our website and invest in our infrastructure platform;
- enhance and scale the technology and infrastructure we use to fulfill orders and process returns at our company-operated and third-party distribution centers;
- target additional categories and price points to continue widening our appeal beyond Millennial and Generation Z customers;
- expand further internationally and adapt to different local cultures, laws, regulations, standards and policies;
- comply with regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto; and
- compete with local incumbents that understand the local market and may operate more effectively.
We cannot assure that we will be able to achieve any of the foregoing or that we will achieve or sustain the expected benefits of our growth strategy. Our customer base may not continue to grow or may decline in the future due to increased competition, the maturation of our business or other factors. Failure to continue our net revenue growth rates could have a material adverse effect on our business, financial condition and results of operations. You should not rely on our historical rate of net revenue growth as an indication of our future performance or the rate of growth we may experience in any new channel, category or geography.
### We may be adversely affected by the financial health of our wholesale partners.
We have a small number of wholesale partners who account for a significant portion of our Wholesale and Other net revenues. We are party to agreements with such wholesale partners, and one of our growth initiatives is to leverage these partnerships to increase brand awareness and reach new customers. This strategy has required, and will continue to require, investment in cross-functional operations and management focus, along with investment in logistics, channel management, supporting technologies and headcount. If our wholesale partners discontinue or decelerate our partnership or otherwise do not satisfy their obligations to us, if we are unable to meet our wholesale partners’ expectations and demands or if we decide to enter into additional partnerships and are unable to identify suitable wholesale partners or reach agreements with them, we may fail to meet our business objectives with respect to our wholesale strategy. In addition, a decline in the performance or financial condition of our wholesale partners, including bankruptcy or liquidation, could result in a material loss of revenues to us and cause us to limit or discontinue business with that partner, require us to assume more credit risk relating to our receivables from that partner or limit our ability to collect amounts related to previous purchases by that partner. For example, in 2025 we incurred a $1.7 million expense arising from the Chapter 11 bankruptcy filing of Saks Global. These risks are further heightened by the fact that our net accounts receivable are highly concentrated, with a single customer accounting for 23% of our consolidated accounts receivable as of 2025. In addition, we and our wholesale partners could face risks from a decline in the overall level of consumer retail spending, and a weak retail environment could impact customer traffic in the stores of our wholesale partners and also adversely affect our net revenue. Further, store closings by our wholesale partners decrease the number of stores carrying our products, while the remaining stores may purchase a smaller amount of our products and may
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reduce the retail floor space designated for our brand. In the future, retailers may further consolidate, undergo restructurings or reorganizations, realign their affiliations or reposition their stores’ target markets. Any of these types of actions could decrease the number of stores that carry our products or increase the ownership concentration within the retail industry. These changes could decrease our opportunities in the market, increase our reliance on a diminishing number of large wholesale partners and decrease our negotiating strength with our wholesale partners. These factors could have a material adverse effect on our business, financial condition and results of operations.
If we are unsuccessful in growing our e-commerce and retail channels and executing our expansion into new markets, our business, financial condition, results of operations, and growth prospects may suffer.
Although we distribute our products to wholesale partners, sales to our customers primarily occur via e-commerce and retail channels that are owned and operated by us. Growing our e-commerce platform and the number of physical stores owned by us is essential to our growth strategy. This strategy has required, and will continue to require, significant investment in cross-functional operations and management focus, along with investment in supporting technologies and retail store spaces. If we are unable to provide a convenient and consistent experience for our customers, our ability to compete and our results of operations could be adversely affected.
In addition, our future growth depends, to a considerable extent, on our efforts to expand our existing markets and also on our success in entering new markets throughout the world that we deem attractive. While our headquarters are in the United States, we sell our products globally. As of the first quarter of 2026, approximately 18% of our net sales were to customers outside of the United States. We have limited experience with regulatory environments and market practices outside of the United States, and cannot guarantee that we will be able to successfully enter or operate in any such markets. For example, in connection with our expansion efforts in our existing international markets, the United Kingdom, Canada and France, we have encountered, and expect we will continue to encounter, increased costs of operations resulting from higher custom duties, tariffs, taxes, payroll and benefits and other expenses and from new and different business requirements generally. We may also face risks related to foreign currency fluctuations, which could result in increased operating expenses and reduced net revenue. In connection with our expansion efforts into new international markets, we have encountered, and expect to continue to encounter, a number of obstacles including cultural and linguistic differences, differences in regulatory environments and market practices, difficulties in keeping abreast of market, business and technical developments and foreign customers’ tastes and preferences, differences in foreign labor laws and practices, as well as differences in employee expectations and working culture. We may also encounter difficulty expanding into new markets throughout the world because of limited brand recognition leading to delayed acceptance of our products by customers in these new markets. In particular, we have no assurance that our brand and performance marketing playbook will prove successful outside of the geographic regions in which they have been used in the United States, United Kingdom, Canada and France. The expansion into new markets may also present competitive, merchandising, forecasting and distribution and logistics challenges, including the timing component of speed to market and longer transit times, that are different from or more complex than those we currently face. Failure to develop new markets globally or disappointing growth outside of such markets may harm our business, financial condition or results of operations.
We are subject to various federal and state employment and labor laws and regulations and increases in labor costs, including wages, could adversely affect our business, financial condition, and results of operations.
Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, inflation, prevailing wage rates, minimum wage requirements, overtime pay, fair labor standards, potential union protection, potential collective bargaining arrangements, health and other insurance costs, payroll taxes and changes in employment and labor legislation or other workplace regulations. We are subject to, and must comply with, an increasingly complex array of employment, labor, wage and hour, pay transparency, health and safety, harassment, discrimination, leave and benefits, and other workforce-related laws and regulations across multiple jurisdictions. Our failure, or perceived failure, to comply with such requirements could result in audits, investigations, disputes, penalties, or litigation, and could harm our reputation and financial results. These laws and regulations change frequently, exist at multiple levels with respect to a single physical location (e.g., federal, state and local), and may be difficult to
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interpret and apply. For example, recent amendments to California’s equal pay and transparency laws may increase our compliance obligations. Additional changes to these or similar laws could further affect our compensation practices and increase the cost of compliance.
In addition, from time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in California and a number of other states and municipalities in which we operate, and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage rates increase or related laws and regulations change, we have and may need to continue to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees. Any increase in the cost of our labor could have a significant impact on our operating costs and may require that we take steps to mitigate such increases, which may have an adverse effect on our business, financial condition and results of operations. There is also a risk of potential claims related to discrimination and harassment, health and safety, wage and hour laws, personal injury and other claims. In addition, if we fail to pay such higher wages, we could suffer increased employee turnover. Increases in labor costs could force us to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition and results of operations. In particular, the job market in Southern California, where our principal offices and our company-operated distribution center, as well as nearly half of our employees (including retail employees) as of the first quarter of 2026, are located, is very competitive. Further, since Reformation is a high performance culture, we have been a recruiting target for brands that wish to attract our talent.
In addition, although none of our domestic employees are currently covered by a collective bargaining agreement, if a material portion of our workforce were to become members of labor organizations or parties to collective bargaining agreements, we could be vulnerable to a strike, work stoppage or other labor action, which could have an adverse effect on our business. Our business operations and financial performance could be adversely affected by changes in our relationship with our workforce or changes to U.S. or foreign labor and employment laws and regulations.
Further, the laws and regulations that govern the status and classification of independent contractors and other similar non-employee services providers are subject to change and divergent interpretations by various authorities, which can create uncertainty and unpredictability for us and could significantly affect our business and our relationship with our employees and other individuals providing valuable services to us, such as photographers, influencers, models and various consultants. For example, in California, Assembly Bill 5 codified and extended an employment classification test set forth by the California Supreme Court that established a new standard for determining employee or independent contractor status. This bill, and other similar initiatives throughout the United States, could lead to additional challenges to the classification of photographers, influencers, models and various consultants and a potential increase in claims, lawsuits, arbitration proceedings, administrative actions, government investigations and other legal and regulatory proceedings at the federal, state and municipal levels challenging the classification of any photographers, influencers, models or various consultants as independent contractors. Such regulatory scrutiny or actions over such classification practices also may create different or conflicting obligations from one jurisdiction to another. Although we are currently not involved in any material legal actions of this nature and, to our knowledge, there have been no material claims of misclassification made against us, the likelihood of misclassification claims in states like California has increased in light of laws such as Assembly Bill 5, and the results of any such litigation or arbitration are inherently unpredictable and legal proceedings related to such claims, individually or in the aggregate, could have a material impact on our business, financial condition and results of operations. Regardless of the outcome, litigation and arbitration of misclassification and wage and hour claims could result in defense and settlement costs and diversion of management resources, among other factors, which could have a material adverse effect on our business, financial condition and results of operations.
### Our quarterly operating results may fluctuate, which could cause our stock price to decline.
Our quarterly operating results may fluctuate for a variety of reasons, many of which are beyond our control. These reasons include those described in these risk factors, as well as the following:
- fluctuations in net revenue generated from our products;
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- fluctuations in the levels or quality of inventory;
- fluctuations in capacity as we expand our operations;
- our success in engaging returning customers and attracting new customers;
- the amount and timing of our operating expenses;
- fluctuations in the rate of U.S. tariffs imposed on goods imported from China and other countries;
- the timing and success of new products we introduce;
- the impact of competitive developments and our response to those developments;
- our ability to manage our existing business and future growth;
- disruptions or defects in our site, such as privacy or data security breaches or changes in the ability to or ease of checkout; and
- economic and market conditions, particularly those affecting our industry.
In addition, historically, we have experienced a pattern of increased sales into the early spring and summer months, which has resulted in increased revenue during the second quarter of each fiscal year relative to the first quarter. The third fiscal quarter typically sees a moderate increase in net revenue relative to the second fiscal quarter, given the timing of one of our twice-yearly promotional events beginning in August. We expect this seasonality to continue in future years and believe it will be subject to maintaining our promotional sales strategy and the precise timing of our twice-yearly promotional sales event and our annual Black Friday Cyber Monday promotion. This seasonality, along with other factors that are beyond our control, including weather conditions and the effects of climate change, could adversely affect our business and cause our operating results to fluctuate.
As a result of these quarterly fluctuations, we believe that comparisons of our operational results between different quarters within a single fiscal year or across different fiscal years are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of our future performance. In the event that any quarterly fluctuations in our net revenue and results of operations result in our failure to meet our forecasts or the forecasts of the research analysts that may cover us in the future, the market price of our ordinary shares could fluctuate or decline.
### As a company that operates retail stores, we are subject to commercial real estate risks.
As of March 28, 2026, we operated 64 full-price retail store locations and two outlet stores across four countries. We lease our stores under operating leases. We are focused on the expansion of our retail operations and expect to continue to evaluate and grow the total number of stores we operate over the next several years, domestically and internationally.
When we open new retail stores, our ability to effectively obtain real estate to open new retail stores, both domestically and internationally, depends on many factors, including, among others, our ability to:
- identify suitable store locations that meet our criteria for traffic, size, layout and square footage, co-tenancies, lease economics, demographics and other factors, the availability of which is outside of our control and may require expensive and long-term lease obligations;
- gain brand recognition and acceptance, particularly in geographies or regions that are new to us;
- negotiate acceptable lease terms;
- hire, train and retain employees who possess the required customer service and other skills and who share our commitment to sustainability;
- invest sufficient capital in store build-out and opening;
- immerse new employees into our corporate culture and shared values;
- source sufficient inventory levels; and
- successfully integrate new stores into our existing operations and IT systems.
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We may be unsuccessful in identifying new markets where our products and brand image will be accepted. We also must be able to effectively renew our existing real estate leases. In addition, if an existing or new store is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. We may also be committed to perform our obligations under the applicable leases even if current locations of our stores become unattractive as demographic or competitive landscape patterns change. Failure to secure adequate new locations or successfully modify leases for existing locations, including due to the impact of supply and demand economics and market cyclicality, or failure to effectively manage the profitability of our existing retail stores or efficiently manage any retail store closure process, could have an adverse effect on our business, financial condition and results of operations.
### We may be unable to accurately forecast net revenue and appropriately plan our expenses in the future.
We base our current and future expense levels on our operating forecasts and estimates of future net revenue and gross margins. Net revenue and operating results are difficult to forecast because they generally depend on the volume, timing, value and type of the orders we receive and return rates, chargebacks and bad debts, all of which are uncertain. In addition, we cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. Our business is affected by general economic and business conditions in the United States, Canada, the United Kingdom and France and, as we grow, in additional international markets. For example, the rapid changes and uncertainty in global trade practices, including tariff rates, make it difficult to predict sales, inventory levels and gross margin. Our mix of product offerings may also be variable from quarter-to-quarter. This variability makes it difficult to predict sales and could result in significant fluctuations in our net revenue, margins and profitability from period-to-period. A significant portion of our expenses are fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net revenue. Furthermore, we may be unable to adjust our investments in a timely manner to support increasing demand and higher net revenue or compensate for any incremental unexpected shortfall in net revenue. Any failure to accurately predict net revenue or expenses could cause our operating results to be lower than expected, which could materially adversely affect our business, financial condition and results of operations.
### Product returns could harm our business.
We generally allow customers to return products under a return policy that we believe is relatively standard for the industry. For example, unless otherwise stated, within the United States, we generally accept product returns for products purchased through our DTC channel in new condition and with original tags for full refund or exchange if returned within 30 days. A return shipping fee generally applies to all online orders, with one fee per order. Our revenue is reported net of returns, discounts and any taxes collected from customers and remitted to government authorities. We estimate an allowance for expected product returns based on historical return trends. Revenue is presented net of the sales return allowance and the expected inventory right of recovery is presented as a reduction of cost of revenue. The introduction of new products, changes in consumer confidence or shopping habits or other competitive and general economic conditions could cause actual returns to exceed our estimates. As actual return costs differ from previous estimates, the amount of the liability and corresponding revenue are adjusted in the period in which such costs occur. In addition, from time to time, our products may be damaged in transit, which may increase return rates or impede our ability to resell such products with respect to damaged returned goods. From time to time, customers have abused our return policy by, for example, not appropriately returning product or returning product that has been worn repeatedly or has been stained within the 30-day return window and cannot be resold. Competitive pressures could cause us to alter our return policies or our shipping policies, which could result in an increase in product returns, an increase in damaged, unsaleable inventory and/or an increase in costs if we are no longer able to charge a return shipping fee. Alternatively, if we implement higher return fees or increase other standards or qualifications for product returns in order to improve our product return economics, for example by reducing the return window, it could result in reduced demand for our product or result in lower customer satisfaction and higher customer churn. If the rate of product returns increases significantly or if product return economics become less efficient, our business, financial condition and results of operations could be harmed.
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We are subject to risks related to our sustainability activities and disclosures, including our commitment to certain sustainability criteria, which we call the Sustainability Framework, and our reputation and brand could be harmed by evolving disclosure requirements and expectations.
In 2015, we began purchasing third party carbon offsets with the intention to make up for our environmental footprint, and introduced RefScale to track the environmental footprint of our products. In 2016, we made our sustainability progress public with our inaugural Sustainability Report, which we have published at least bi-annually. We introduced the first iteration of our Sustainability Framework in 2019, which establishes the core tenets of our work. In December 2020, we announced our commitment to reducing our carbon footprint and becoming Climate Positive by the end of 2025, which we subsequently achieved. While there is no standardized or broadly agreed upon definition of Climate Positive, we define it as meeting our greenhouse gas reduction targets and supporting the removal of more operational greenhouse gas emissions than we produce. This includes investing in solutions that reduce greenhouse gas emissions, driving climate action throughout our supply chain, including through our Factory Forward program that assists our suppliers with measuring, reporting, and assessing opportunities for reducing environmental costs, and making our roadmap public so others can do it too. In 2023, we announced our commitment to be circular by 2030, meaning we will aim to create products with as close to zero virgin materials (which we define as any raw material that was cultivated or created for our product and has not been used before) as possible, reduce waste and strive to ensure that every product is recyclable, and published a roadmap that defines how we plan to achieve that goal.
While our sustainability strategy and practices and the level of transparency with which we are approaching them are foundational to our business, they expose us to certain risks and uncertainties, including:
- we may fail or be unable to fully achieve one or more of the 2030 commitments, or other aspirations, targets, goals, commitments, due to a range of factors within or beyond our control (including, for example, technical limitations on recycled fibers that impede product quality and durability, the cost of recycling sustainable fibers, the lack of enforcement of industry-wide regulation by state and federal governments and/or the inability of the fashion industry to make sufficient progress on technological innovation), or that we may modify our stated goals in light of new information, adjusted projections or a change in business strategy, any of which could negatively impact our brand, reputation and business;
- achieving our 2030 commitments and other sustainability commitments has required, and may in the future require, us to expend significant monetary and non-monetary resources, which could divert the attention of our senior management and key personnel, impact our profitability, harm us competitively or otherwise limit our ability to make investments in the growth of our business;
- actual or anticipated customer sentiment regarding sustainability matters may change, which may negatively impact our brand, reputation and business;
- our disclosures related to sustainability may result in heightened scrutiny from stakeholders, investors, governmental authorities or other third parties of our sustainability performance, activities and decisions;
- our brand, reputation and business could be negatively impacted by an actual or perceived failure to disclose sustainability metrics and related goals, a failure to appropriately manage selection of goals, an actual or perceived failure to make appropriate disclosures, the fact that we have sustainability programs and goals at all, the perception that our sustainability goals and practices are not aligned with the policies, standards or expectations of certain stakeholders, including third-party rating services;
- we use the terms ‘sustainable,’ ‘climate positive,’ ‘circular,’ and ‘deadstock,’ among other terms related to sustainability activities, our definitions of which may not align with the definitions, requirements or expectations of regulators, lawmakers, industry groups, customers and other stakeholders, and which definitions may evolve or change, including across geographies;
- certain metrics we utilize receive limited or no assurance from and/or verification by third parties, may involve a less rigorous review process than assurance sought in connection with more traditional
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audits and may not identify errors or protect us from potential liability under the securities laws and if we were to seek more extensive assurance or attestation with respect to such sustainability metrics, we may be unable to obtain such assurance or attestation or may face increased costs related to obtaining and/or maintaining such assurance or attestation;
- the third-party data, benchmarks, indices and assumptions used in our RefScale carbon footprint and water calculations are determined to be wrong or become unavailable to us for whatever reason, which would require us to find a new source of quality third-party data or develop our own, either of which could require significant resources or a temporary suspension of sharing our RefScale calculations and if our stakeholders react unfavorably to any such situation, or we fail to adequately manage any transition, it could negatively impact our brand, reputation and business;
- the sustainability standards, norms or metrics, which are constantly evolving, change in a manner that impacts us negatively or requires us to change the content or manner of our disclosures and our stakeholders or third parties view such change(s) negatively, we are unable to adequately explain such changes or we are required to expend significant resources to update our disclosures, any of which could negatively impact our brand, reputation and business;
- our brand, reputation and business could be negatively impacted if we are perceived, alleged or found to be in violation of, or non-compliant with, existing, newly adopted or constantly evolving sustainability-related laws and disclosure requirements that are applicable to us and that may conflict with other regulatory requirements and result in regulatory uncertainty; and
- our brand, reputation and business could be negatively impacted if any of our disclosures, including our RefScale calculations, marketing, labeling, reporting to third-party sustainability standards or reporting against our 2030 commitments or other goals are inaccurate, perceived to be inaccurate or alleged to be inaccurate.
Climate change and the evolving and varied expectations by governments, organizations, customers and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our reputation, business, financial condition, and results of operations.
Climate change occurring around the world may impact our business in numerous ways. Such changes could lead to an increase in prices of raw materials, commodities and/or packaging, as well as reduced availability of key manufacturing components. Increased frequency and severity of natural disasters and extreme weather, such as storms, severe temperatures, wildfires, hurricanes and floods, as well as changes in weather patterns, could cause increased disruption to the production and distribution of our products and have an adverse impact on consumer demand and spending. For example, in January 2025, the Los Angeles area wildfires resulted in the temporary closure of all of our local stores for several days and, ultimately, in the extended closure of our Pacific Palisades store, which remains closed, resulting in lost revenue and profits.
The focus of investor advocacy groups, certain institutional investors, investment funds, other market participants, stockholders and stakeholders on sustainability practices of companies has been changing. Some of these parties have placed increased importance on the implications of the social impact of their investments. If our sustainability practices do not meet investor or other stakeholder expectations and standards (which are continually evolving and may emphasize different priorities than the ones we choose to focus on or may emphasize none at all), or if our sustainability practices, including our periodic reporting, change or otherwise do not live up to our own values or sustainability-related goals, then our brand, reputation and employee retention may be negatively impacted. On the other hand, various governmental authorities and regulators at the state and federal level may scrutinize or otherwise take action against our sustainability initiatives, policies and practices, including those relating to human capital management. We could also incur additional costs and require additional resources to monitor, assess and comply with applicable regulations and other developments and to achieve our sustainability goals. In addition, as we continue to grow or enter new markets, our business may be subject to additional and potentially conflicting laws and regulations. Also, our failure, or perceived failure, to manage reputational threats and meet expectations with respect to socially responsible activities and sustainability commitments could negatively impact our brand, employee retention, the willingness of our customers and suppliers to do business with us and have a material adverse impact on our business, financial condition and results of operations.
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Our business may also become a target for litigation, activism and media attention based on any sustainability claims that we may make. Other companies have faced increased scrutiny over their sustainability claims from consumers and legislative and regulatory bodies in recent years. For example, in 2024, Canada and the EU implemented new “greenwashing” rules regulating environmental claims in marketing materials. Similarly, there may be updates to the Federal Trade Commission (“FTC”) Green Guides, in which green marketing guidance is incorporated into various consumer protection and false advertising laws. This has led to a notable increase in litigation and regulatory action relating to these types of claims. Similarly, there is potential litigation risk related to our commitment to sustainable sourcing. In the event that human rights and labor abuses or unsustainable practices are uncovered in our supply chain, we are susceptible to consumer protection false advertising litigation and other actions, which may have a material adverse effect on our brand, business, or reputation. The outcome of such litigation, particularly class action and regulatory actions, can be difficult to assess or quantify, and the cost to defend such lawsuits may be significant.
Our focus on using sustainable high-quality materials and reducing environmental impacts in our manufacturing processes and supply chain practices may increase our cost of revenue and hinder our net revenue growth.
We are dedicated to prioritizing sustainable materials that meet our quality standards, and supply chain and manufacturing processes that collectively limit our carbon footprint. In May 2023, we announced a commitment to be circular by 2030, and published a roadmap of how we plan to achieve that goal. As our business evolves, it may be increasingly challenging to cost-effectively secure enough sustainably sourced high-quality materials to support our growth and achieve our sustainability goals while also achieving and maintaining profitability. In addition, our ability to expand into new product categories depends in part on our ability to identify new sustainable materials that are suitable for our products. Our inability to source materials that meet our sustainability requirements and high-quality standards in sufficient volumes could result in slower growth, increased costs and/or lower net profits. Additionally, as our business evolves, we may not be able to identify suppliers with business practices that reflect our commitment to sustainability, which may adversely impact our ability to expand our supply chain to meet the expected growth of our business. Most of our total carbon footprint comes from our supply chain, so maintaining our climate positive goal depends on how we influence our supplier relationships. While we have implemented several measures, including our Factory Forward programs, there is no assurance that these measures will be successful. If any of these factors prevent us from achieving our sustainability goals, including one or more of the 2030 commitments, or increase the carbon footprint of any of our products, it could have an adverse effect on our brand, reputation, business, financial condition, and results of operations.
Certain of our key operating metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies in such metrics or the underlying data may cause a loss of investor confidence in such metrics, and the market price of our common stock may decline.
We track certain key operating metrics using internal and/or external data analytics tools, which have certain limitations, including, but not limited to, imperfect data collection (e.g., lack of emails and/or other identifiers for certain customers who purchase via our retail channels and do not supply such information). In addition, we rely on data received from third parties, including third-party platforms, to track certain performance indicators, and we may be limited in our ability to verify such data. In addition, our methodologies for tracking metrics may change over time, which could result in changes to the metrics we report. If we undercount or overcount performance due to the internal data analytics tools we use or issues with the data received from third parties, if our internal data analytics tools contain algorithmic or other technical errors or if changes in access to third-party data or external reporting standards require modifications to how we calculate certain operating metrics, the data we report may not be accurate or comparable with prior periods. In addition, limitations, changes or errors with respect to how we measure data may affect our understanding of certain details of our business, which could affect our longer-term strategies. If our performance metrics are not, or are not perceived to be, accurate representations of our business, if we discover material inaccuracies in our metrics or the data on which such metrics are based or if we can no longer calculate any of our key performance metrics with a sufficient degree of accuracy, investors could lose confidence in the accuracy and completeness of such metrics, which could cause the price of our common stock to decline.
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Our indebtedness could adversely affect our financial condition and operating flexibility.
As of June 27, 2026, we had $246.7 million of term loans and $3.6 million of letters of credit outstanding under the Credit Agreement for a total indebtedness of $250.3 million. As of June 27, 2026, cash on hand was $76.6 million and we had $26.4 million of capacity available under our revolving facility. We generally experience significant fluctuations in our working capital over our operating cycle due to our limited number of sale periods every year and the seasonality of our business, wherein we typically experience lower net revenue in our first quarter compared to our second and third quarter. Our debt could have important consequences, including:
- limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing;
- requiring a portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions and other general corporate purposes;
- requiring the net cash proceeds of certain equity offerings to be used to prepay our debt as opposed to being applied for other purposes;
- exposing us to the risk of rising interest rates with respect to the borrowings under any variable rate indebtedness; and
- limiting our flexibility in planning for and reacting to changes in the industry in which we compete.
The Credit Agreement contains a number of restrictive covenants that impose operating and financial restrictions on us. For example, the Credit Agreement limits our ability to, among other things, incur additional indebtedness, make certain restricted payments and investments or redeem or repurchase capital stock, transfer or sell assets, enter into transactions with affiliates, create or incur certain liens, make certain loans, investments or acquisitions, issue certain redeemable stock and preferred stock, create or incur restrictions on the ability of our subsidiaries to pay dividends or to make other payments to us, merge, consolidate or transfer all or substantially all of our assets, pay or redeem subordinated debt or equity and amend our organizational documents. All of these limitations are subject to significant exceptions and qualifications. Nevertheless, the covenants to which we are subject could limit our ability to finance our future operations and capital needs and our ability to pursue business opportunities and activities that may be in our interest.
If we are unable to comply with these restrictions and covenants at times and to the extent they are applicable, including as a result of events beyond our control, we may risk an event of default under the Credit Agreement, which could accelerate the payment of any amounts then due and limit our ability to incur future borrowings. In addition, if we are unable to pay amounts due under the Credit Agreement or to fund other liquidity needs, such as future capital expenditures or contingent liabilities as a result of adverse business developments, increased pricing pressures or otherwise, we may be required to refinance all or part of our then-existing indebtedness, sell assets, reduce or delay capital expenditures or seek to raise additional capital. Any of these factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.
### Inflation could adversely impact our business, financial condition, and results of operations.
Inflation in the United States and other jurisdictions in which we operate began to rise significantly in late 2021, although it has slightly improved in 2024 and 2025. The rise of, and uncertainty regarding, inflation is primarily believed to be the result of the economic impacts from the global COVID-19 pandemic, including related global supply chain disruptions, government stimulus packages, strong economic recovery and associated widespread demand for goods, as well as geopolitical conflicts (such as in Ukraine and the Middle East), and recently imposed, new or increased tariffs, among other factors. For instance, global supply chain disruptions have resulted in shortages in materials, which has led to inflationary cost increases for materials and energy, and could in the future cause further cost increases as well as scarcity of certain products. We have experienced, and may in the future experience, inflationary pressures in certain areas of our business, including with respect to employee wages, the cost of materials, transportation and energy, as well as performance and brand marketing expenses, store rents and build-out costs and other various
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professional and technology expenses. We cannot predict any future trends in the rate of inflation or associated increases in our operating costs or potential weakening of consumer spending power and how that may impact our business. To the extent we are unable to recover higher operating costs and a potential weakening of consumer spending power resulting from inflation, or otherwise mitigate the impact of such costs on our business, our revenues and gross profit margins could decrease and our business, financial condition, and results of operations could be adversely affected.
### We are a holding company and depend upon our subsidiaries for our cash flows.
We are a holding company. All of our operations are conducted, and almost all of our assets are owned, by our subsidiaries. Consequently, our cash flows and our ability to meet our obligations depend upon the cash flows of our subsidiaries and the payment of funds by our subsidiaries to us in the form of dividends, distributions or otherwise. The ability of our subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including the terms of any credit facilities and legal restrictions. Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business, financial condition, and results of operations.
### If we are unable to attract and retain qualified personnel, we may not be able to grow effectively or successfully operate our business.
Our success, including our ability to anticipate and effectively respond to changing trends, depends in part on our ability to attract and retain qualified personnel on our executive team, particularly our Chief Executive Officer, and in our merchandising, engineering, marketing, design and other teams. Competition for qualified personnel is strong, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future or that the compensation costs of doing so will not adversely affect our operating results. If we are unable to retain, attract and motivate talented employees and members of senior management and our board of directors with the appropriate skills at cost-effective compensation levels or if changes to our business adversely affect morale or retention, we may not achieve our objectives and our business, financial condition, and results of operations could be adversely affected. In addition, the loss of one or more of our key personnel or the inability to promptly identify a suitable successor to a key role could have an adverse effect on our business. In particular, our Chief Executive Officer, Hali Borenstein, has unique and valuable experiences, being part of our team since 2014. If she were to depart or otherwise reduce her focus on our company, our business may be disrupted. We do not currently maintain key-person life insurance policies on any member of our senior management team or other key employees. We also may be unable to retain existing management, technical, sales and customer support personnel that are critical to our success, which could harm our customer and employee relationships, result in loss of key information, expertise or know-how or cause us to incur unanticipated recruitment, training and other costs, which could in turn harm our business, financial condition, and results of operations.
### Risks Related to Our Supply Chain
Our reliance on suppliers to provide materials for and to produce our products could cause problems in our supply chain, and failure of our suppliers to consistently provide high-quality materials and products could adversely affect our brand and reputation and cause our business, financial condition, and results of operations to suffer.
We rely primarily on suppliers to provide materials for and to produce our products. Many of our products are manufactured by third parties and may be available, in the short term, from a limited number of sources, some of whom may be impacted by external factors. In 2025, our top five suppliers produced approximately 54% of our units. Our agreements with some suppliers may not adequately meet our volume and other production requirements, and we compete with other companies for raw materials and production.
We have experienced, and may in the future experience, a significant disruption in the supply of finished goods and raw materials from current sources and we may be unable to locate alternative suppliers of comparable quality at an acceptable price in time, or at all. In addition, if we experience significant increased demand or if we need to replace an existing supplier, we may be unable to locate additional supplies of raw
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materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier with sufficient capacity to meet our requirements or to fill our orders in a timely manner. These issues and risks are increased as a result of our commitments to sustainability, including our use of specific materials and manufacturing processes and the sustainability requirements or expectations we impose on our suppliers, which generally limit the number of suppliers who could potentially satisfy our requirements. Identifying a suitable supplier is an involved process that requires us to become satisfied with its quality control, responsiveness and service, financial stability, environmental impact, labor practices, price, geographical location and ethical standards. Even if we are able to expand existing or find new manufacturing or materials sources, we may encounter delays in production and added costs as a result of the time it takes to train our suppliers in our methods, products and quality control standards. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain or if an alternative shipping and transportation route is required, any of which could increase our overall environmental impact and which could also negatively impact our reputation and the carbon footprint scoring of our products. Additionally, geopolitical tensions have increased global shipping rates. Any delays, interruption or increased costs in the supply of materials or manufacture of our products could have an adverse effect on our ability to meet customer demand for our products and result in lower net revenue and income from operations both in the short and long term.
Further, our success depends on the quantity and quality of the finished products provided by our suppliers, which depends on the quantity and quality of the raw materials they receive from other supply chain partners. We may be unable to provide customers with the high-quality sustainable products they seek if our suppliers do not consistently produce high-quality products for us to sell. If returning customers are dissatisfied with their product experience due to defects in the materials or manufacturing of our products or other quality related concerns, then they may stop buying our products and may stop referring others to us, and we could experience an increase in the rate of product returns. If we are unable to retain returning customers and attract new customers due to quality issues that we fail to identify and remedy, our growth prospects would be harmed and our business could be adversely affected. If product quality issues are widespread or result in product recalls, our brand and reputation could be harmed, we could incur substantial costs and our financial condition, and results of operations could be adversely affected. While we carry product liability insurance, our insurance may not be adequate to cover all liabilities that we may incur in connection with product liability claims.
### We have operations and do business in China, which exposes us to risks inherent in doing business there.
We use multiple third-party suppliers based primarily in China. With the rapid development of the Chinese economy, the cost of labor has increased and may continue to increase in the future. Furthermore, pursuant to Chinese labor laws, employers in China are subject to various requirements when signing labor contracts, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. Our results of operations will be materially and adversely affected if the labor costs of our third-party suppliers increase significantly. In addition, we and our suppliers may not be able to find a sufficient number of qualified workers due to the intensely competitive and fluid market for skilled labor in China.
Operating and doing business in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China, both nationally and regionally, and China’s relationship with the United States, is fluid and unpredictable. Our ability to operate and do business in China may be adversely affected by changes in U.S. and Chinese laws and regulations such as those related to, among other things, taxation, import regulations and export controls, tariffs, social media, environmental regulations, land use rights, intellectual property, currency controls, network security, employee benefits, hygiene supervision and other matters. For example, the Chinese Ministry of Commerce may investigate companies operating and doing business in China and may designate a company as an “Unreliable Entity” if it finds improper behavior or violations of market trading practices. Such designation may result in monetary fines, import and export restrictions, investment restrictions and reputational damage. In addition, there is risk of this designation being used as retaliation against companies that maintain intensive human rights diligence practices or are perceived to be boycotting products manufactured or sourced from certain regions, such as the Xinjiang region. If any of these events occur, our business, financial condition, and results of operations
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could be materially and adversely affected. Chinese trade regulations are also in a state of flux and we may become subject to other forms of taxation, tariffs and duties in China. Furthermore, the third parties we rely on in China may disclose our confidential information or intellectual property to competitors or third parties, which could result in the illegal distribution and sale of counterfeit versions of our products. If any of these events occur, our business, financial condition, and results of operations could be materially and adversely affected. Due to the uncertainty regarding the timing, content, and extent of any changes in policy and regulatory restrictions, we cannot assure you that we will successfully mitigate any negative impact, including any ability to continue to procure items or services from entities linked to China or other designated countries. Depending upon their duration and implementation, such executive or regulatory actions could result in a material adverse effect on our business, financial condition, and results of operations.
### Failure of our suppliers to comply with our sustainability partner guide, contractual obligations, local laws and other standards could harm our business.
We work with suppliers, most of which are located outside of the United States, to manufacture our products. We require all of our suppliers, including cut, make and trim manufacturing partners to adhere to our sustainability partner guide and other social, environmental, health and safety standards. We also require these suppliers to comply with applicable standards for product safety. Notwithstanding their contractual obligations to comply with our policies and applicable laws and standards, and the annual independent third-party audits conducted of our direct cut, sew and finish partners, from time to time, suppliers may not comply with such standards or applicable local law or may fail to enforce such standards or applicable local law on their suppliers. Significant or continuing non-compliance with such standards and laws by one or more suppliers could harm our reputation or result in a product recall, contract termination and, as a result, could have an adverse effect on our business, financial condition, and results of operations. Similarly, agreements that we enter into with these suppliers generally do not require blanket exclusivity with us. As a result, some suppliers may be permitted to work with parties who could be deemed competitive, which could harm our business.
In addition, failure of one or more suppliers to comply with applicable laws and regulations and contractual obligations could lead to litigation against us or require us to initiate litigation to enforce our contracts, resulting in increased legal expenses and costs. Similarly, the failure of any such suppliers to provide safe and humane factory conditions and oversight at their facilities could damage our reputation with customers or result in legal claims against us or cause our merchandise to be detained or seized upon entry. For instance, the U.S. Uyghur Forced Labor Prevention Act of 2021 establishes a rebuttable presumption that goods made in whole or in part in China’s Xinjiang Uyghur Autonomous Region involve the use of forced labor and are prohibited from entry into the United States, and the U.S. government has identified cotton, rayon and apparel products as high priority sectors for enforcement. Similarly, the European Union recently adopted the EU Forced Labor Regulation, which will take effect in December 2027. In addition to reputational harm, supply chains with a potential nexus to forced labor create risk of detention or seizure of goods under these regulations. Any such non-compliance by our suppliers, product recalls or negative publicity regarding production methods, alleged practices or workplace or related conditions of any of our suppliers could adversely affect our brand image, result in lost sales, require us to divert resources to address and remediate these issues, expose us to legal claims and force us to locate alternative suppliers or delay production, any of which could have an adverse effect on our business, financial condition, and results of operations. Any of these issues with our contractors could have a greater negative impact on us, due to the importance of sustainability practices to our brand and business.
Our reliance on overseas suppliers, including those located in jurisdictions presenting an increased risk of bribery and corruption, exposes us to legal, reputational and supply chain risk through the potential for violations of federal and international anti-corruption law and sanctions and export controls.
Most of our products are derived from third-party supply and manufacturing partners in foreign countries and territories, including countries and territories perceived to carry an increased risk of corrupt business practices. We also have subsidiaries and/or employees and other agents working in several foreign countries and territories, including, but not limited to, the United Kingdom, Canada, and France. Our operations are subject to anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the
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U.S. Travel Act, the USA PATRIOT Act, the UK Bribery Act 2010 (the “Bribery Act”) and other anti-corruption and anti-money laundering laws in countries in which we conduct activities. The FCPA, the Bribery Act and other anti-corruption laws generally prohibit companies and their employees, agents, representatives, distributors, wholesale partners, other business partners, and third-party intermediaries from corruptly promising, authorizing, offering, providing, soliciting, or receiving, directly or indirectly, improper payments or anything of value to or from recipients in the public or private sector for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. Under the Bribery Act, a company may also be liable for failing to prevent a person associated with the company from committing a bribery offense. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable anti-corruption laws and regulations. We face significant risks if we or any of our directors, officers, employees, agents, or other partners or representatives fail to comply with these laws, and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties, which could adversely affect our reputation, business, financial condition, and results of operations.
While we have implemented policies and procedures relating to anti-bribery and anti-corruption compliance, our employees, agents, representatives, distributors, wholesale partners, other business partners, third-party intermediaries, and companies to which we outsource certain of our business operations may take actions in violation of our policies and applicable law, for which we may be ultimately held responsible and which could lead to an adverse effect on our reputation, business, financial condition, and results of operations.
Our business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, such as those administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the United Kingdom, and the European Union; as well as export control and import control laws and regulations, such as the U.S. Export Administration Regulations administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State, and U.S. Customs and Border Protection regulations. Economic sanctions and export control laws and regulations may prohibit or restrict transactions, including the shipment of certain products and services, to embargoed, sanctioned or restricted countries, governments, and persons, as well as shipments for certain end uses (e.g., military end uses). Furthermore, our global operations expose us to the risk of violating, or being accused of violating, economic and trade sanctions laws and regulations and export controls laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees may be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, disgorgement of profits, injunctions and debarment from government contracts, fines that may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers, and other remedial measures. Investigations of alleged violations can be expensive and disruptive. Despite our compliance efforts and activities we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition, and results of operations.
Violations of the FCPA, the Bribery Act, or other applicable anti-corruption laws or anti-money laundering laws, or sanctions and export controls, or even an allegation of such a violation, could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, profit disgorgement, severe criminal or civil sanctions, securities litigation and other consequences, which could have an adverse effect on our business, financial condition, and results of operations. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.
### Price volatility in the cost of raw materials, or other costs for our suppliers, could increase our cost of goods and cause our business, financial condition, and results of operations to suffer.
Our suppliers’ costs are affected by, among other things, weather, port closures, strikes and labor shortages, geopolitical events, fluctuations in consumer demand, interest rates, inflation, commodity prices,
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currency valuation and energy prices, and other factors that are generally unpredictable and beyond our control. In addition, the imposition of new tariffs or increases in existing tariffs on goods imported from countries where our suppliers obtain raw materials could result in increased costs for the products we sell. We have in the past been affected, and may in the future be affected, by volatility in the prices of principal raw materials required to make our products. Further, if carbon pricing measures are implemented, then the price of raw materials and commodities could increase. Increases in the cost of raw materials have had, and could continue to have, a material adverse effect on our cost of revenue, financial condition, results of operations and cash flows. As a result, this may have an impact on pricing of our products, which could adversely impact demand for our products by our customers.
Shipping and delivery are critical parts of our business and any changes in, or disruptions to, our shipping and delivery arrangements could adversely affect our business, financial condition, and results of operations.
We rely on several air freight, ocean and “less than truckload” carriers to deliver the products we sell. If we are not able to negotiate acceptable pricing and other terms with these providers, or if these providers experience performance problems or other difficulties in processing our orders or delivering our products to customers, or delivering our products to us, it could negatively impact our business, financial condition, results of operations and our customers’ experience. Changes to the terms of our shipping arrangements or the imposition of surcharges or surge pricing may adversely impact our margins and profitability. For example, volatility in the global oil markets, including as a result of Russia’s invasion of Ukraine, ongoing conflict in the Middle East and other wars or armed conflicts, and changes in global supply generally, have from time to time resulted in higher fuel prices, which shipping partners have from time to time passed on to their customers by way of increased fuel surcharges. In addition, our ability to receive inbound inventory efficiently and ship products to customers may be negatively affected by factors beyond our and these providers’ control, including pandemics, weather, fire, flood, power loss, earthquakes, acts of war or terrorism or other events specifically impacting other shipping partners, such as labor disputes, financial difficulties, system failures and other disruptions to the operations of the shipping companies on which we rely. We have in the past experienced, and may in the future experience, shipping delays for reasons outside of our control. We are also subject to risks of damage or loss during delivery by our shipping providers. If the products ordered by our customers are not delivered in a timely fashion, including to international customers, or are damaged or lost during the delivery process, our customers could become dissatisfied and cease buying products from us, which would adversely affect our business, financial condition, and results of operations.
The operations of our suppliers, most of which are located outside of the United States, are subject to additional risks that are beyond our control and that could harm our business, financial condition, and results of operations.
Currently, most of our suppliers are located outside of the United States, with approximately 51% of our units made in Asia, 14% in Mexico, 10% in Europe and 5% in South America in 2025. As a result of our global supply chain, we are subject to risks associated with doing business abroad, including, but not limited to:
- political unrest, terrorism, geopolitical events, war and other violent conflicts, labor disputes and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;
- the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds, particularly new or increased tariffs imposed by the United States on imports from countries where our products are manufactured, including, for example, China, Mexico and Brazil;
- greater challenges and increased costs with enforcing and periodically auditing or reviewing our suppliers’ compliance with our sustainability partner guide, including their labor and sustainability practices, given that their facilities are located outside of the United States;
- reduced protection for intellectual property rights, including trademark protection, in some countries, particularly China;
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- disruptions in operations due to global, regional or local public health crises, including pandemics, or other emergencies or natural disasters;
- disruptions or delays in shipments; and
- changes in local economic conditions in countries where our suppliers or customers are located.
These and other factors beyond our control could interrupt our suppliers’ production, influence the ability of our suppliers to export our products cost-effectively or at all and inhibit our suppliers’ ability to procure certain materials, any of which could harm our business, financial condition, and results of operations.
### Our business is subject to the risk of supplier concentration.
We depend significantly on a limited number of third-party suppliers for the sourcing of the vast majority of our products. For example, in 2025, our top ten suppliers accounted for approximately 76% of units. As a result of this concentration in our supply chain, our business and operations would be negatively affected if our suppliers in China or any of our other key suppliers were to experience a significant disruption affecting the price, quality, availability or timely delivery of products. For example, in 2025, we reallocated our manufacturing to mitigate tariff impacts, successfully reducing our single-country exposure to China by 19%, though we remained dependent on Chinese manufacturing for approximately 32% of units. The partial or complete loss of these key suppliers, or a significant adverse change in our relationship with any of these suppliers, could result in lost sales, added costs and distribution delays that could harm our business, reputation and customer relationships. In addition, as a result of our commitments to sustainability, including our use of specific materials and manufacturing processes and the sustainability requirements we impose on our suppliers, there are generally fewer suppliers who could potentially satisfy our requirements without substantial lead time or without requiring us to incur much higher costs, so we may be unable to replace a key supplier without substantial time and expense.
If we do not successfully optimize, operate and manage our global network of Company-operated and third-party owned and operated logistics and distribution centers, our business, financial condition, and results of operations could be harmed.
Our success depends on our global logistics and distribution network. Currently, we rely predominantly on our company-operated warehouse and distribution facility in Vernon, California (the “Vernon Facility”) and on a third-party distribution center in Europe to store our finished products and distribute our products to customers and wholesale partners. Our ability to meet customer expectations, manage inventory, complete sales and achieve objectives for operating efficiencies and growth, particularly in international markets, depends on the proper operation of these distribution centers, the development or expansion of additional distribution capabilities and the timely performance of services by third parties (including those involved in shipping product to and from our own company-operated distribution center). If we continue to add new third-party logistics providers, require them to expand their fulfillment, distribution and warehouse capabilities, including adding additional locations in new countries, adding product categories with different fulfillment requirements or changing the mix of products that we sell, our global logistics and distribution network will become increasingly complex and operating it will become more challenging for us and our logistics partners.
The expansion and growth of our logistics and distribution center network may put pressure on our managerial, financial, operational and other resources. In addition, we may be required to expand our capacity sooner than we anticipate. If we are unable to secure new or expand existing third-party distribution centers to meet our future needs, our order fulfillment and shipping times may be delayed and our business, financial condition, and results of operations could be adversely affected. Our company-operated distribution facility and the third-party owned and operated logistics and distribution center we rely on could be interrupted by issues beyond our control, including IT problems, technical disruptions, disasters such as earthquakes or fires or outbreaks of disease or government actions taken to mitigate their spread. For example, during the COVID-19 pandemic, we as well as logistics providers that we rely on, faced staffing shortages, which impacted our business, impacted their business, and resulted in delayed shipping and delivery times. Any significant failure in our company-operated distribution center or our third-party logistics partner in Europe could result in an adverse effect on our business, financial condition, and results of
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operations. We maintain business interruption insurance, which covers our retail stores and the Vernon Facility, but it may not adequately protect us from all adverse effects caused by significant disruptions in our logistics and distribution processes and does not cover disruptions at our third-party distribution center in Europe.
In 2025, we moved over 90% of our product through the Vernon Facility and consider having a Los Angeles-based company-operated distribution center as critical to our operations. In October 2025, we opened a new 185,000 square foot automated warehouse and distribution center in close proximity to our prior facility in Vernon, California. In connection with the relocation of our distribution center, we vacated our prior facility in Vernon, California. We have sublet the prior facility to a third-party subtenant through the end of our lease term in August 2026. The transition has, and will continue to, put near-term pressure on our managerial, financial, operational and other resources. If we do not have sufficient fulfillment capacity or experience a problem fulfilling orders in a timely manner as a result of the transition, our customers may experience delays in receiving their purchases, which could harm our brand, reputation and our relationship with our customers and cause our business, financial conditions and results of operations to suffer. Further, if we grow faster than we anticipate, we may exceed our new distribution center capacity sooner than we anticipate, we may experience problems fulfilling orders in a timely manner or our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers, and we would need to increase our capital expenditures more than anticipated. Many of the expenses and investments with respect to our distribution center are fixed, and any expansion of our distribution center will require additional investment of capital. We may need to incur higher capital expenditures in the future for our distribution center operations. We may incur such expenses or make such investments in advance of expected sales, and such expected sales may not occur.
### Risks Related to Intellectual Property, Information Technology, Data Security and Privacy
### Any material disruption of our IT systems or unexpected network interruption could disrupt our business and reduce our sales.
We are increasingly dependent on IT networks and systems to market and sell our products, to manage a variety of business processes and activities and to comply with regulatory, legal and tax requirements. We also rely on a number of third parties to help us effectively manage these systems. For example, we depend on IT systems and such third-party service providers to operate our website, process transactions online and in our stores, respond to customer inquiries, manage inventory, purchase, sell and ship goods on a timely basis and maintain cost-efficient operations. We also depend on our IT infrastructure for digital marketing activities and for electronic communications among our personnel, customers and suppliers around the world. Our website may be susceptible to a variety of interruptions or outages, including those caused by damage, disruptions, slowdowns or shutdowns due to failures during the process of upgrading or replacing software, databases or components, fire, flood, power outages, hardware failures, terrorist attacks, acts of war, break-ins, earthquakes and other catastrophic events.
Due to the importance of our website and internet-related operations, we are vulnerable to website downtime and other technical failures, which may be outside of our control. Further, any slowdown or material disruption of our systems, or the systems of our third-party service providers, or our website could disrupt our ability to track, record and analyze the products that we sell and could negatively impact our operations, shipment of goods and our ability to process financial information and transactions, receive and process customer orders or engage in normal business activities. Our third-party technology providers may also change their policies, terms or offerings from time to time, may fail to introduce new features and offerings that meet our needs as we expand or may cease to provide services to us on favorable terms, or at all, which could require us to adjust how we use our IT systems, including our website, or switch to alternative third-party service providers which could be costly, cause interruptions and could ultimately adversely affect our business, financial condition, results of operations and growth prospects. Furthermore, we could experience delays in reporting our financial results.
We use proprietary software in our technology infrastructure, including the custom-built applications that power our Retail X™ physical store experiences, such as our touchscreen discovery, digital dressing rooms, and proprietary checkout systems. In addition, all of our retail stores are entirely internet dependent.
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Our proprietary software may contain undetected errors or vulnerabilities, some of which may be significant and may only be discovered after the software has been implemented in our production environment. In addition, we seek to continually update and improve our software and we may not always be successful in executing these upgrades and improvements and the operation of our systems may be subject to slowdown or failure. For example, in the past we have experienced minor slowdowns and/or impaired functionality while updating our website. Moreover, new technologies or infrastructures may not be fully integrated with existing systems on a timely basis, or at all. Any errors or vulnerabilities discovered in our software after implementation or release could result in damage to our reputation, loss of customers, exploitation by bad actors resulting in data breaches or unauthorized modification of our software, disruption to our digital channels, loss of revenue or liability for damages, any of which could adversely affect our business, financial condition, results of operations and growth prospects. Further, since many of our stores leverage our proprietary Retail X™ technology, any outages, slowdowns or interruptions in the operation of this technology could disrupt store operations or negatively impact our ability to process financial information and transactions, any of which may similarly result in an adverse effect on our reputation, business, financial condition, results of operations and growth prospects.
Additionally, if we expand our use of third-party services, including cloud-based services, our technology infrastructure may be subject to increased risk of slowdown or interruption as a result of integration with, or subsequent dependence on, such services and/or failures by such third parties, which are out of our control. Our net revenue depends, in part, on the number of visitors who shop on our website and the volume of orders we can handle. Unavailability of our website or reduced order fulfillment performance would reduce the volume of goods sold and could also adversely affect consumer perception of our brand. In addition, continued growth in our transaction volume, as well as surges in online traffic and orders associated with promotional activities, place additional demands on our technology platform and could cause or exacerbate slowdowns or interruptions. If there is a substantial increase in the volume of traffic on our website or the number of orders placed by customers, we will be required to further expand, scale and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases, if any, in the use of our website or expand, scale and upgrade our technology, systems and infrastructure to accommodate such increases on a timely basis. In order to remain competitive, we must continue to enhance and improve the responsiveness, functionality and features of our website and underlying technology infrastructure, which is particularly challenging given the rapid rate at which new technologies, consumer preferences and expectations and industry standards and practices are evolving in the e-commerce industry. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, capital expenditures, additional administration and operating expenses, acquisition and retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, the introduction of errors or vulnerabilities and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. Our or our third-party vendors’ inability to continue to update, improve and scale our website and the underlying technology infrastructure (including upgrades to or replacement of legacy systems with successor systems or building new policies, procedures, training programs and monitoring tools) could harm our reputation and our ability to acquire, retain and serve our customers, which could adversely affect our business, financial condition, and results of operations.
Further, we endeavor to continually upgrade existing technologies and business applications, and we may be required to implement new technologies or business applications in the future. The implementation of upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness and costs associated with the successful implementation of any upgrades or changes to our systems and infrastructure.
### Our failure or inability to obtain, maintain, protect and enforce our intellectual property rights could diminish the value of our brand and weaken our competitive position.
Our business depends to a significant degree on our ability to obtain, maintain, protect and enforce our intellectual property rights, including those in our brand. We rely on a combination of trademark, trade dress, trade secret, copyright, patent and unfair competition laws, as well as confidentiality agreements and other contractual arrangements, to establish and protect our intellectual property rights. While it is our
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policy to take actions designed to protect and defend our rights to our intellectual property, we cannot be certain that the protective measures we have taken or plan to take will be sufficient or successful to deter misappropriation or other violation of, or otherwise protect, our intellectual property rights. In fact, notwithstanding these efforts, we regularly face the imitation of our brand, the manufacture and distribution of “knock-off” and counterfeit products, and misappropriation of our brand and product names. We may not be able to detect these unauthorized uses of, or take appropriate steps to enforce, our intellectual property rights. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could result in an adverse effect on our business, financial condition, and results of operations.
We rely on our trademarks and trade names to distinguish our products from the products and services of our competitors, and have registered or applied to register our key trademarks in jurisdictions that are material to our business. While we have applied for and obtained certain U.S. and foreign intellectual property registrations, we cannot guarantee that any of our pending applications will be approved by the applicable governmental authorities. For instance, some of our trademark applications may not be approved by the applicable governmental authorities because they are determined to lack sufficient distinctiveness and, even if approved, may be challenged by third parties for this same reason. Moreover, even if these applications are approved, third parties from time to time have, and may in the future, seek to oppose or otherwise challenge these registrations or other of our intellectual property rights.
In addition, third parties from time to time have infringed, and may again in the future infringe, on our intellectual property rights. As a result, we from time to time have expended, and may again in the future expend, significant time and resources to defend or enforce our rights, including, by way of example, against third parties infringing our trademarks and selling products that violate our copyrights. AI technologies may also impact our ability to protect our own data and intellectual property against infringing use. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights. Our inability to protect our intellectual property rights could delay further sales or the implementation of our offerings and capabilities or injure our reputation.
In addition, effective trademark, copyright, trade secret and other intellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not protect our intellectual property rights to the same extent as in the United States, and it may be more difficult for us to successfully challenge the use of our intellectual property rights by other parties in these countries. We may also encounter jurisdictions in which one or more third parties have pre-existing trademark registrations that may prevent us from registering our own marks in those jurisdictions, which could adversely affect our ability to effectively operate our business or market certain products. If we fail to protect and maintain our intellectual property rights, the value of our brand could be diminished and our competitive position may suffer.
If sensitive information about our customers is actually or alleged to have been disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks or similar incidents, our customers may curtail use of our website, we may be exposed to liability and our reputation could suffer.
Operating our business and platform involves the collection, storage and transmission of a variety of sensitive information, such as names, phone numbers, mailing and billing addresses and email addresses and other similar personal information, which we may share with our third-party service providers. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT systems and sensitive information. In an effort to protect sensitive information, we rely on a variety of security measures, but advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveries in the field of cryptography, advances in AI that circumvent security controls, evade detection and remove forensic evidence, or other developments may result in our or our third-party service providers’ failure or inability to detect cyberattacks or failure or inability to adequately protect sensitive information. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT systems and sensitive information and remediating any identified gaps.
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We are also vulnerable to hacking, malware, supply chain attacks, computer viruses, unauthorized access and various other attacks by computer hackers (such as phishing or social engineering attacks, ransomware attacks, credential stuffing attacks, denial-of-service attacks, exploitation of software vulnerabilities, misconfigurations, “bugs” or other vulnerabilities in commercial software that is integrated into our or our service providers’ IT systems, products or services and other real or perceived cyberattacks) as well as cybersecurity incidents caused by telecommunication failures, user or technological errors or intentional or accidental actions or inactions by users with authorized access to our systems. Additionally, certain functional areas of our workforce operate in a “hybrid” or fully remote work environment, which has heightened the risk of these potential vulnerabilities. Any of these issues could lead to interruptions or shutdowns of our platform, loss or corruption of data or unauthorized access to, or disclosure of, sensitive information. Cyberattacks could also result in the theft of our intellectual property or sensitive information of our business partners and suppliers, damage to our IT systems or disruption of our ability to make financial reports and other public disclosures required of public companies. We have been subject to attempted cyber, phishing or social engineering attacks in the past and may continue to be subject to such attacks and other cybersecurity incidents in the future. While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. We and our third-party service providers may not have the resources or technical sophistication to anticipate or prevent all such cyberattacks or mitigate such incidents. Moreover, techniques used to obtain unauthorized access to systems change frequently and may not be known until launched against us or our third-party service providers. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent actions by our employees, our third-party service providers or their personnel.
Any adverse impact to the availability, integrity or confidentiality of our IT systems or sensitive information can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs. If we or our third-party service providers experience, or are believed to have experienced, security breaches that result in website performance or availability problems or the loss or corruption of, or unauthorized access to or disclosure of, sensitive information, customers may become unwilling to provide us the information necessary to make purchases on our website. Returning customers may also decrease or stop their purchases altogether. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in the European Union and United Kingdom and all 50 U.S. states may require businesses to provide notice to individuals whose personal information has been disclosed as a result of a data security breach. Complying with such numerous and complex regulations in the event of a data security breach would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability. We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident involving our IT systems or sensitive information will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.
Furthermore, we may be required to disclose personal information pursuant to demands from individuals, privacy advocates, regulators, government agencies and law enforcement agencies in various jurisdictions with conflicting privacy and data protection laws and regulations. Any disclosure or refusal to disclose personal information may result in a breach of privacy and data protection policies, contractual terms, notices, laws, rules, court orders and regulations and could result in proceedings or actions against us in the same or other jurisdictions, damage to our reputation and brand and inability to provide our products to customers in certain jurisdictions. Additionally, changes in the laws and regulations that govern our collection, use and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data and could limit our marketing activities. Any or all of the foregoing could materially adversely affect our business, operating results, and financial condition.
Third parties may initiate legal proceedings alleging that we are infringing, misappropriating, diluting or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a material adverse effect on our business, financial condition, and results of operations.
Our commercial success depends in part on our ability to operate without infringing, misappropriating, diluting or otherwise violating the intellectual property rights of third parties. As we face increasing
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competition, gain greater public recognition and expand the number of products we offer, the possibility of intellectual property infringement and other similar claims against us grows. Any claim or litigation alleging that we have infringed, misappropriated, diluted or otherwise violated intellectual property rights of third parties, with or without merit, and whether or not settled out of court or determined in our favor, could be time consuming, costly to address and resolve and could divert the time and attention of our management and technical workforce. Such claims may be made by third parties seeking to obtain a competitive advantage, including non-practicing entities or individuals with no relevant product sales and, therefore, our patents, copyrights, trademarks and other intellectual property rights may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. Additionally, some third parties, including those with substantially greater human and financial resources than we have, are able to sustain the costs and workload of complex intellectual property litigation to a greater degree and for longer periods of time than we could. As part of such litigations, third parties may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including injunctions requiring us to change our products or even cease the commercialization of our products entirely. Moreover, the outcome of any litigation is inherently uncertain, and there can be no assurances that favorable final outcomes will be obtained in all cases. If any litigation to which we are a party is resolved adversely, we may be subject to unfavorable judgments that may not be reversed upon appeal, including being required to pay substantial monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual property rights and being subject to a permanent injunction.
We may decide to settle such lawsuits and disputes, and those settlements may be on terms that are unfavorable to us. The terms of such a settlement may require us to cease some or all of our operations or pay substantial amounts to the other party. Even if we have an agreement requiring a party to indemnify us against any damages and costs, the indemnifying party may be unable or unwilling to uphold its contractual obligations. Further, our liability insurance may not cover potential claims of this type adequately or at all. In addition, we may have to seek a license or other rights to continue practices found to be in violation of a third-party’s rights. If we are required, or choose to enter into licensing or other similar arrangements, these arrangements may not be available on reasonable terms, or at all, and as a result, may significantly increase our operating costs and expenses. Such arrangements may also only be available on a non-exclusive basis, such that third parties, including our competitors, could have access to use the same intellectual property to compete with us. We may also have to rebrand or redesign our products so they do not infringe, misappropriate or otherwise violate third-party intellectual property rights, which may not be possible or may require substantial monetary expenditures and time, during which our products may not be available for commercialization or use. If we cannot rebrand or redesign our products in a non-infringing manner or obtain a license for any allegedly infringing aspect of our business, we would be forced to limit our products and may be unable to compete effectively.
In addition, in any intellectual property proceeding against us or that we assert against a third party, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our expenses and reduce the resources available for development activities or any future sales, marketing or distribution activities. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing, and any unfavorable resolution of such disputes and litigation, could have an adverse effect on our business, financial condition, results of operations and prospects.
We are subject to federal, state or foreign laws and regulations as well as our contractual obligations and industry requirements relating to privacy, data protection and customer protection; the expansion of current or the enactment of new laws and regulations relating to privacy, data protection and customer protection, or failure to comply with those laws or obligations, whether or not inadvertent, could materially adversely affect our business, financial condition, and results of operations.
We collect and maintain significant amounts of data, including personal information related to our customers and employees, and we face risks inherent in handling large volumes of data, transferring such data to third parties, processing such data for tracking and marketing purposes (or providing such data to
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third parties for tracking and marketing purposes) and protecting the security of such data. Our or our third-party service providers’ actual or perceived failure to comply with any federal, state or foreign laws and regulations or applicable industry standards that govern or apply to our collection, use, retention, sharing and security of data, or any failure or perceived failure by us or any of our third-party service providers to protect such data that they may maintain on our behalf, could result in enforcement investigations and actions that require us to change our business practices in a manner that may negatively impact our revenue, result in indemnity obligations to our customers, distract our management, increase our costs of doing business, as well as expose ourselves to litigation (such as class actions), fines, civil and/or criminal penalties and adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business (including our brand) in a manner that harms our financial position, results in a loss of customers and suppliers or an inability to process credit card payments and may result in the imposition of monetary penalties.
Various local, state, federal and international laws, directives and regulations apply to our collection, use, retention, protection, disclosure, transfer and processing of personal information, such as privacy and data protection laws and regulations. Such laws and regulations are increasing in number and complexity and are being adopted and amended with greater frequency, which could result in greater compliance risk and cost. Despite our efforts to comply with applicable laws and regulations relating to privacy and data protection that apply to us, including the European Union’s General Data Protection Regulation (the “EU GDPR”) and the United Kingdom General Data Protection Regulation and Data Protection Act 2018, which operates alongside the United Kingdom’s Data Use and Access Act 2025, a separate law introducing reforms to the UK’s data protection and cybersecurity framework (collectively, the “UK GDPR”) (the EU GDPR and UK GDPR together referred to as the “GDPR”) and various laws and regulations in Canada, the United States and other countries in which we operate, the interpretation and application of such laws and regulations are subject to uncertainty and continue to evolve in ways that could be inconsistent with our interpretation and practice. In such cases, we may be ordered to change our data practices, including to stop any allegedly non-compliant activity, be subject to fines or penalties, lawsuits and/or adverse publicity that could cause our customers to lose trust in us, negatively impacting our reputation and business (including our brand) in a manner that harms our financial position, or results in a loss of customers and suppliers. Complying with these dynamic laws has caused and could continue to cause us to incur substantial costs and expend significant resources, which could have an adverse effect on our business, financial condition, and results of operations.
In the United States, both federal and various state governments have adopted, or are considering, laws, guidelines or rules for the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, California enacted the California Consumer Privacy Act (the “CCPA”), which went into effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as statutory damages and a private right of action for data breaches that is expected to increase data breach litigation. Further, in November 2020, California voters passed the California Privacy Rights Act (the “CPRA”). The CPRA took effect on January 1, 2023 and creates obligations with respect to certain data relating to consumers as of January 1, 2022, significantly expands the CCPA, including by introducing additional obligations such as data minimization and storage limitations and granting additional rights to consumers, such as correction of personal information and additional opt-out rights, and creates a new entity, the California Privacy Protection Agency, to implement and enforce the law. Personal information we handle may be subject to the CCPA and CPRA, which may increase our compliance costs and potential liability. Similar laws have been passed or are being considered in a majority of states, reflecting a trend toward more stringent privacy legislation in the United States. In addition to fines and penalties that may be imposed for failure to comply with state law, some states also provide for private rights of action to customers for misuse of or unauthorized access to personal information. The enactment of these laws could have potentially conflicting requirements and be subject to potentially conflicting interpretations that would make compliance challenging and expose us to additional liability.
Certain requirements from our third-party technology and platform providers may also cause us to modify our offerings due to privacy concerns or negatively affect our net revenue due to reduced availability of information about consumers. For example, starting in Apple iOS 14.5, apps in the Apple App Store
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are required to request user permission to track users across apps and websites owned by third parties for advertising and measurement purposes. Google introduced a similar feature in early 2022. Changes like this may reduce the quality of the data and related metrics that can be collected or used by us and/or our partners, and could significantly inhibit the effectiveness of our targeted advertising and related activities. In addition, Apple recently introduced updates to Apple Mail, including automated inbox categorization, sender-level grouping and AI-generated email previews. These features may reduce the visibility and engagement rates of our email communications, thereby adversely affecting our ability to reach customers effectively through the email channel.
In addition to risks posed by evolving data privacy laws and regulations, we could be subject to claims alleging violations of long-established federal and state privacy and consumer protection laws, including those related to telephone and email communications with consumers. As an example, the Telephone Consumer Protection Act (the “TCPA”) is a federal law that imposes significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the appropriate consent of the person being contacted, and the applicable consent and revocation requirements have become increasingly complex and subject to evolving regulatory interpretation. The TCPA provides for substantial statutory damages for violations, which has generated extensive class action litigation. In addition, class action plaintiffs in the United States are employing novel legal theories to allege that federal and state eavesdropping/wiretapping laws and state constitutions prohibit the use of analytics technologies widely employed by website operators to understand how their users interact with their services. Despite our compliance efforts, our use of text messaging communications or similar analytics technologies could expose us to costly litigation, government enforcement actions, damages and penalties, whether or not they have merit, which could adversely affect our business, financial condition, and results of operations.
Outside of the United States, certain foreign jurisdictions, including the European Economic Area (the “EEA”) and the United Kingdom, have laws and regulations which are more restrictive in certain respects than those in the United States. We are subject to the GDPR, which imposes comprehensive data privacy compliance obligations in relation to our collection and use of data relating to an identifiable living individual or “personal information” including a principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit, as well as regulating cross-border transfers of personal information out of the EEA and the UK.
Since we are under the supervision of relevant data protection authorities in both the EEA and the UK, we may be fined under both the EU GDPR and UK GDPR for the same breach. Failure to comply with EU GDPR and UK GDPR may result in significant penalties for non-compliance of up to the greater of €20 million/ £17.5 million or 4% of an enterprise’s global annual revenue. In addition to the foregoing, a breach of the GDPR could result in regulatory investigations, reputational damage, orders to cease or change our processing of data, enforcement notices and/or assessment notices (for a compulsory audit). Since the GDPR confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations, we may also face civil claims, including representative actions and other types of litigations that are similar to class action in the U.S. (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources and reputational harm.
Following the United Kingdom’s departure from the European Union, commonly known as “Brexit,” the data protection obligations under the EU GDPR continue to apply in the United Kingdom in a largely unchanged form through the “UK GDPR.” The UK GDPR operates alongside the United Kingdom Data Protection Act 2018, which incorporates certain derogations from the UK GDPR into United Kingdom law. Under the UK GDPR, companies outside the United Kingdom that process personal information related to offering goods or services to, or monitoring the behavior of, individuals in the United Kingdom are subject to the UK GDPR. The requirements of the UK GDPR are currently very similar to those of the EU GDPR. The government of the United Kingdom adopted reforms to its data privacy and cybersecurity legal framework in its Data Use and Access Act 2025, which became law on June 19, 2025 (phasing in between June 2025 and June 2026). In 2026, the United Kingdom’s Information Commissioner’s Office launched a consultation on draft guidance concerning automated decision-making, including profiling, reflecting changes to the UK GDPR introduced by the Data Use and Access Act 2025. These developments,
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and any resulting guidance or enforcement activity, may further affect how we use automated decision-making tools and could increase our compliance obligations and regulatory risk. Compliance with the UK GDPR and any divergences from the EU GDPR and other changes in laws or regulations associated with the enhanced protection of certain types of personal information, such as sensitive information, may increase our privacy compliance obligations and risk of regulatory action for non compliance. Brexit also affects the transfer of personal information between the United Kingdom and the EEA, and vice versa. The GDPR may increase our responsibility and liability concerning the personal information we process when such processing is subject to the GDPR, and we may need to implement additional mechanisms to ensure compliance with the GDPR, including additional mechanisms required by individual countries.
We may also be subject to European Union regulations regarding cross-border transfers of personal information outside the EEA. Transfers of personal information between the United Kingdom and the EEA are currently unrestricted and do not require additional safeguards, as the EEA has formally recognized the United Kingdom’s data protection regime as “adequate,” and the United Kingdom has reciprocally approved the adequacy of the European Union’s data protection standards. Consequently, personal information transfers between the EEA and the United Kingdom remain unrestricted and do not necessitate any additional safeguards. However, the European Union’s adequacy decision concerning the United Kingdom is subject to regular review and may be revoked if the United Kingdom’s data protection laws deviate from their current standards. While the risk is considered low, failure by the European Commission to renew the United Kingdom’s adequacy decision could require us to implement alternative data transfer mechanisms, increasing compliance costs and legal complexity. This may disrupt United Kingdom-EEA data flows and affect our cross-border operations.
Recent legal developments in Europe have created complexity and uncertainty regarding transfers of personal information from the EEA to the United States. In July 2020, the European Union-United States Privacy Shield was declared an invalid personal information transfer mechanism between the European Union and the U.S. and in June 2021, the European Commission published a new set of standard contractual clauses (“New SCCs”), which apply to the transfer of personal information outside of the European Union to a country not approved by the European Union as providing an adequate level of protection for the processing of personal information. The New SCCs must be used for all relevant transfers of personal information outside the EEA since December 27, 2022. Since then, on July 11, 2023, the European Commission determined that the European Union-United States Data Privacy Framework, a new mechanism for transferring personal information from the EEA to the United States, ensures a level of protection for personal information transferred from the EEA to the U.S., comparable to that within the European Union. Similarly, the United Kingdom has approved an extension to this framework, which came into force on October 12, 2023. However, this decision may face legal challenges and such challenges may focus on the adequacy of U.S. redress mechanisms and surveillance safeguards, particularly under the standards set by the Court of Justice of the European Union in relation to the European Union-U.S. Privacy Shield. Additionally, on March 21, 2022, the United Kingdom implemented its own international data transfer agreement (“IDTA”) and an addendum to the New Standard Contractual Clauses (“UK Addendum”). For all contracts involving the transfer of data originating from the United Kingdom entered into after September 21, 2022, organizations are required to use either the IDTA or the New SCCs together with the UK Addendum. Existing contracts that rely on standard contractual clauses for transferring United Kingdom-originated data were required to be updated to comply with the IDTA or the New SCCs along with the UK Addendum by March 21, 2024. We may make use of the New SCCs and the UK Addendum, as relevant, to transfer personal information outside the EEA and the United Kingdom with respect to both intragroup and third party transfers. We expect the existing legal complexity and uncertainty regarding international personal information transfers to continue, which could increase compliance burdens, disrupt data-dependent operations or expose us to regulatory risk. The GDPR, as well as other laws and/or regulations concerning privacy and data protection, increase our compliance obligations, affect our collection, processing, retention and transfer of personal information and reporting obligations (including in respect of personal information security breaches), and provide for increased penalties for non-compliance.
As the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we may be required to expend significant resources to update our contractual arrangements and to comply with such obligations. Further, our third-party service providers may also be affected by these changes. In addition to other impacts, we may experience additional costs to comply with these changes and
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we and our customers face the potential for regulators in the EEA or the United Kingdom to apply different standards to the transfer of personal information to the United States and other non-EEA countries and to block or require ad hoc verification of measures taken with respect to certain data flows to the United States and other non-EEA countries. We also may be required to engage in new contract negotiations with third parties that aid in processing data on our behalf, to the extent that any of our service providers or consultants have been relying on invalidated or insufficient contractual protections for compliance with evolving interpretations of and guidance for cross-border data transfers pursuant to the GDPR. In such cases, we may not be able to find alternative service providers, which could limit our ability to process personal information from the EEA or the United Kingdom and increase our costs. We may also be required to renegotiate contracts with third-party vendors or sub-processors, particularly where evolving regulatory standards render existing safeguards insufficient or unenforceable under applicable data transfer laws.
These recent developments may require us to review and amend the legal mechanisms by which we make and/or receive personal information transfers to/in the United States. As supervisory authorities issue further guidance on personal information export mechanisms, including circumstances where the standard contractual clauses cannot be used and/or start taking enforcement action, we could suffer additional costs, complaints and regulatory investigations or fines and if we are otherwise unable to transfer personal information between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations and could adversely affect our business, financial condition, and results of operations.
We depend on a number of third parties in relation to the operation of our business, a number of which process personal information on our behalf. There can be no assurances that the privacy and security-related measures and safeguards we have put in place in relation to these third parties will be effective to protect us and/ or the relevant personal information from the risks associated with the third-party processing, storage and transmission of such data. Any violation of data or security laws, or of our relevant measures and safeguards, by our third party processors could have a material adverse effect on our business, result in applicable fines and penalties, damage our reputation, and/ or result in civil claims.
Further, in the EEA and UK, regulators continue to focus on compliance with requirements in the online behavioral advertising ecosystem, including cookies and e-marketing, and current national laws that implement the Privacy and Electronic Communications Directive (“ePrivacy Directive”). Although the European Union recently withdrew its plans to enhance the ePrivacy Directive, the existing rules still impose strict obligations regarding user consent for electronic communications, including cookies, direct marketing and other online tracking technologies. Failure to comply with these requirements could result in regulatory enforcement actions, significant fines and reputational harm. In the European Union and United Kingdom, informed consent is required for the placement of certain cookies or similar tracking technologies on an individual’s device and for direct electronic marketing. Consent is tightly defined and includes a prohibition on pre-checked consents and a requirement to obtain separate consents for each type of cookie or similar technology. Under the applicable laws, authorities in EEA and UK states have the power to impose substantial financial penalties for non-compliance. Additionally, enforcement trends indicate an increasing scrutiny of consent mechanisms, particularly regarding the validity of user consents and the transparency of data collection practices. Any changes in the interpretation or enforcement of the ePrivacy Directive could impact our European operations and require additional compliance efforts, potentially increasing costs and limiting our ability to collect and process customer data for business purposes.
Although we are not a designated “gatekeeper” or online platform under the Digital Markets Act (“DMA”) or Digital Services Act (“DSA”), and these regimes do not apply to our core consumer retail model, the DMA imposes strict rules on designated gatekeepers, potentially affecting how we engage with major online platforms for advertising and sales. The DSA enhances content moderation, transparency, and accountability requirements for online services, which could impose additional compliance burdens on businesses that host third-party content. The UK’s Online Safety Act, which applies to user-to-user and search services, is not currently applicable to our business based on the functionality of our platform.
Additionally, a growing number of jurisdictions — including within the European Union and beyond — are considering or enacting data localization laws requiring certain types of personal information to be stored and processed within specific geographic regions. Such laws, if applied to our operations, could increase infrastructure costs, limit our ability to leverage global cloud and analytics solutions, and
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introduce complexities in managing cross-border data flows. Compliance with evolving data sovereignty requirements may necessitate operational adjustments and additional investment in localized data processing capabilities, potentially impacting efficiency and scalability. Because the interpretation and application of privacy and data protection laws such as the CCPA and GDPR, and the related regulations and standards, are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with our data management practices or the technological features of our solutions. As such, we could inadvertently fail to comply or be alleged to have failed to comply with such laws, regulations and standards and consequently be subject to significant statutory damages and negative publicity, including as associated with class action litigation and/or costs associated with modifying our solutions and business strategies.
Furthermore, compliance with legal and contractual obligations may require us to make public statements about our privacy and data security practices, including the statements we make in our online privacy policy. Although we endeavor to comply with these statements, should they prove to be untrue or be perceived as untrue, even as a result of circumstances beyond our reasonable control, we may face litigation, claims, investigations, inquiries or other proceedings by the U.S. Federal Trade Commission, state attorneys general and other federal, state and foreign regulators and private litigants alleging violations of privacy or consumer protection laws.
In November 2025, the European Commission proposed a Digital Omnibus package, which would make targeted amendments to several existing European Union digital laws, including the AI Act (as defined below), the EU GDPR, the NIS 2 Directive, the European Union’s Data Act (the “Data Act”), and other related frameworks, with the stated aim of simplifying and streamlining aspects of the European Union digital regulatory landscape. The European Parliament adopted its negotiating position on the AI limb of the Digital Omnibus package on March 26, 2026, which includes proposed amendments affecting the timing and scope of certain AI-related obligations. The proposed amendments remain subject to ongoing trilogue negotiations between the European Parliament, the Council of the European Union and the European Commission, and the timing and final form therefore remain uncertain. Any such changes may require us to reassess certain compliance positions and adjust technical or legal practices accordingly. Although the Digital Omnibus package proposal is intended to reduce administrative burden, any amendments to these frameworks may require us to reassess certain compliance positions and adjust technical or legal practices accordingly, which could affect our operations in the European Union. In any case, we are conscious of the extensive and evolving regulatory frameworks in the jurisdictions in which we operate, especially in Europe. Notably, the Data Act, which became applicable from September 12, 2025, introduces obligations concerning the access, sharing, and use of data generated by connected devices and related data ecosystems. Although our core business is not the primary focus of the Data Act, certain provisions may affect how we manage data in certain business functions, including through our use of third-party platforms or cloud providers. While the direct impact is currently expected to be limited, compliance with the Data Act may increase administrative and contractual complexity in how we manage, process, and share data across our operations, and we continue to monitor the scope and impact of these developments. Additionally, the General Product Safety Regulation, effective from December 13, 2024, imposes stricter safety and transparency obligations on online retailers, including ensuring that product information is clear and traceable. Furthermore, applicable product liability laws implementing Directive (EU) 2024/2853 may expose us to liability for defective or misleading marketed clothing and accessories. Any actual or perceived non-compliance with these rapidly changing laws, regulations or standards or our contractual obligations relating to privacy, data protection and consumer protection by us or the third-party companies we work with could result in litigation and proceedings against us by governmental entities, consumers or others, fines and civil or criminal penalties for us or company officials, obligations to cease or recall, offerings or to substantially modify our business in a manner that makes it less effective in certain jurisdictions, negative publicity and harm to our brand and reputation and reduced overall demand for our products, any of which could have an adverse effect on our business, financial condition, and results of operations.
### We are subject to risks related to online payment methods.
We currently accept payments using a variety of methods, including credit cards and debit cards. As we offer new payment options to customers, we may be subject to additional regulations, compliance requirements, fraud and other risks. For certain payment methods, we pay interchange and other fees, which
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may increase over time and raise our operating costs and lower profitability. While we use a third party to process payments, we are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard (“PCI DSS”) and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we or our service providers fail to comply with PCI DSS or to meet other payment card or other industry standards, we may be subject to financial penalties or the allocation by the card brands of the costs of fraudulent charges to us, or restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business and reputation.
### We utilize AI, which could expose us to liability or adversely affect our business.
The adoption of generative AI technologies in our operations introduces distinct risks, notably in data management and data privacy. No assurance can be provided that our use of such AI technologies will enhance our products or operations or produce the intended results. These AI systems, capable of synthesizing customer interactions and generating personalized recommendations, could inadvertently use sensitive data to train future models. If this were to occur within a public model, this raises the possibility of reputational damage and legal challenges, especially if false or inaccurate information is disseminated. Any integration of AI technologies in our or any of our third-party service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Even if we successfully integrate AI technologies into our workflows, subsequent developments in underlying AI models could result in output that is incorrect, insufficient, or outdated. Additionally, the need for AI systems to access extensive datasets heightens the risk of data breaches, potentially leading to unauthorized disclosure of sensitive customer and company information. Such breaches could result in identity theft, financial fraud, and non-compliance with privacy and data protection laws and regulations, thereby exposing us to regulatory penalties and legal liabilities. Further, AI algorithms may be flawed, insufficient, of poor quality, reflect unwanted forms of bias or contain other errors or inadequacies, any of which may not be easily detectable. We increasingly rely on AI and machine learning to inform our product assortment, quantify future demand and customize inventory allocation. If these algorithms are flawed, or if the underlying data is inaccurate, it could lead to suboptimal buying decisions, severe inventory shortages, or excess inventory and subsequent markdowns, which would negatively impact our gross margins and financial performance. AI has also been known to produce false or “hallucinatory” inferences or outputs, may present ethical issues and may subject us to new or heightened legal, regulatory, ethical, or other challenges. In addition, inappropriate or controversial data practices by developers and end-users or other factors adversely affecting public opinion of AI could impair the acceptance of AI solutions, including those incorporated in our products and services. If the AI tools that we use are deficient, inaccurate, or controversial, we could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights or contracts to which we are a party.
In addition, regulation of AI is rapidly evolving worldwide as legislators and regulators are increasingly focused on these powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations, including intellectual property, privacy and data protection, consumer protection, competition and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and regulations. AI is the subject of ongoing review by various United States governmental and regulatory agencies, and various U.S. states and other foreign jurisdictions are applying, or are considering applying, their platform moderation, cybersecurity and data protection laws and regulations to AI or are considering general legal frameworks for AI. The European Union has adopted a regulatory framework governing certain artificial intelligence systems (the “AI Act”), which entered into force on August 1, 2024 and is expected to become applicable on a phased basis. The AI Act imposes a range of obligations depending on the nature and risk profile of the relevant AI system. The regulatory framework continues to evolve, including through proposed amendments under the Digital Omnibus package adopted by the European Parliament on March 26, 2026, which remain subject to ongoing trilogue negotiations. The timing and final form of these developments remain uncertain, and may affect how we develop, deploy and use AI technologies. Non-compliance with the AI Act may be subject to regulatory fines of up to 7% of annual worldwide turnover or €35 million. We are actively assessing the scope of application, impact, and risk of these developments in the European Union and the United Kingdom
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on our business and will continue to assess this moving forward. We may not be able to anticipate how to respond to these rapidly evolving frameworks and we may need to expend resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across jurisdictions. Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to the use of AI. In essence, while generative AI offers significant opportunities for innovation and efficiency in our operations, it also demands stringent management to ensure the protection of data integrity, customer and employee safety, regulatory compliance, and the maintenance of our reputation.
Use of social media, influencers, emails, and SMS marketing in ways that do not comply with applicable laws and regulations may lead to the loss or infringement of intellectual property, result in unintended disclosure, harm our reputation, or subject us to fines or other penalties.
We use social media, emails and SMS marketing as part of our omnichannel approach to marketing. As laws and regulations evolve to govern the use of these channels, the failure by us, our employees or third parties acting at our direction to comply with applicable laws and regulations in the use of these channels could adversely affect our reputation or subject us to fines or other penalties. In addition, our employees, third parties acting at our direction, or other third parties (including influencers) may knowingly or inadvertently make use of social media in ways that could lead to the loss or infringement of intellectual property, as well as the public disclosure of proprietary, confidential or sensitive personal information of our business, employees, customers, third-party vendors, or others. Information concerning us or our customers, whether accurate or not, may be posted on social media platforms at any time and may have an adverse impact on our brand, reputation, or business. The harm may be immediate without affording us an opportunity for redress or correction and could have a material adverse effect on our reputation, business, financial condition, results of operations, and prospects.
In addition, an increase in the use of social media for product promotion and marketing may increase the risk that such content could contain problematic product or marketing claims in violation of applicable regulations. For example, in some cases, the FTC has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a financial relationship or material connection between an influencer and an advertiser. Private parties have in the past and may in the future bring claims on a similar basis. We do not prescribe what our influencers post and if we were held responsible for the content of their posts or their actions, we could be fined or forced to alter our practices, which could have an adverse impact on our business, financial condition, and results of operations.
### Some of our software and systems contain open source software, which may pose particular risks to our proprietary applications.
We use open source software in the applications we have developed to operate our business and will use open source software in the future. We may face claims from third parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source license terms. Some open source licenses require users to distribute or make available on open source license terms all or part of our proprietary software, which in some circumstances could include valuable proprietary source code. While we employ practices designed to monitor our compliance with the licenses of open source software and try to ensure that we do not use any open source software in a manner that would require us to disclose our proprietary source code, we cannot guarantee that we will be successful. We cannot guarantee that license terms applicable to all open source software are reviewed prior to use in our products or applications, or that developers have not incorporated (and will not in the future incorporate) open source software into our products or applications without our knowledge.
Claims from third parties regarding our use of open source software could result in litigation and could require us to purchase costly licenses, publicly release the affected portions of our source code, or cease offering the implicated solutions unless and until we can re-engineer them. In addition, the use of third-party open source software typically carries greater technical and legal risks than the use of third-party commercial software because open source licensors generally do not provide support, warranties, or controls on the functionality or origin of the software. To the extent that our applications depend upon the successful operation of open source software, any undetected errors or defects could prevent the deployment
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or impair the functionality of our systems and injure our reputation. Use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other third parties to compromise our website and systems that rely on open source software. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business, financial condition, and results of operations.
### Risks Related to Other Legal, Regulatory and Taxation Matters
Government regulation of the internet and e-commerce continues to evolve and unfavorable changes or failure by us to comply with these regulations, whether or not inadvertent, could substantially harm our business, financial condition, and results of operations.
We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce. Existing and future regulations and laws could impede the growth of the internet, e-commerce, or mobile commerce, which could in turn adversely affect our growth. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, customer protection, and internet neutrality. It is still not clear how some existing laws governing issues such as property ownership, sales and other taxes, and customer privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business regulations and laws, or those specifically governing the internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices comply fully with all such laws and regulations as they may evolve. Any failure by us, or third parties acting at our direction, to abide by applicable laws and regulations in the use of these platforms could subject us to proceedings or actions against us by governmental entities, customers, suppliers or others, regulatory investigations, class action lawsuits, liability, fines, or other penalties and adversely affect our business, financial condition, and results of operations. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our website by customers and suppliers, and may result in the imposition of monetary liabilities. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of our own non-compliance with any such laws or regulations. In addition, it is possible that governments of one or more countries or territories may seek to censor content available on our site or may even attempt to completely block access to our site. As a result, adverse developments with respect to these laws and regulations could substantially harm our business, financial condition, and results of operations. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries or territories, our ability to retain or increase our customer base may be adversely affected and we may not be able to maintain or grow our net revenue and expand our business as anticipated.
Existing and potential tariffs imposed by the United States or other governments, new trade restrictions or a global trade war could increase the cost of our products, which could have an adverse effect on our business, financial condition, and results of operations.
The United States and the countries in which our products are produced or sold, including China, have imposed, and may in the future impose, additional quotas, duties, tariffs or other restrictions or regulations or may adversely adjust prevailing quota, duty or tariff levels. The results of any audits or related disputes regarding these restrictions or regulations (including, for example, regarding the proper import classification for a given product) could have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made. Countries impose, modify, and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs and other trade restrictions. Adverse changes in, or withdrawal from, trade agreements or political relationships between the United States and countries where we sell or source our products, could negatively impact our results of operations or cash flows.
For example, in recent years, the U.S. government has imposed increased tariffs on imports from certain foreign countries, such as China, under Section 301 of the Trade Act of 1974. Any imposition of
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additional tariffs by the United States could result in the adoption of tariffs by other countries, leading to a global trade war. Any such future tariffs by the United States or other countries could have a significant impact on our business. Trade restrictions, including tariffs, quotas, economic sanctions, embargoes, safeguards, and customs restrictions, could increase the cost or reduce the supply of products available to us, could increase shipping times or may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition, and results of operations. For instance, in August 2025, the United States indefinitely suspended the “de minimis exemption” under Section 321 of the Tariff Act of 1930. The de minimis exemption had enabled importers to enter low value shipments into the United States without paying duties or going through the formal entry process. Despite certain flexibilities for postal shipments, such as the ability to pay a flat fee per parcel that applied until February 2026, or the application of a 10% tariff under Section 122 of the Trade Act of 1974 until July 24, 2026, the indefinite suspension of the de minimis exemption could have an adverse effect on our business, which is centered on direct-to-consumer sales.
General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions, and changes in tariffs, including tariffs imposed by the United States and China, and the possibility of additional tariffs or other trade restrictions between the United States and other countries where we currently or might in the future manufacture or sell our products, could adversely impact our business. The United States has promoted and implemented plans to raise tariffs and pursue other trade policies intended to restrict imports. In 2025, the United States imposed tariffs on virtually all countries at rates ranging from 10% to 50% under the IEEPA. However, in February 2026, the U.S. Supreme Court held the IEEPA tariffs unlawful. In response, the President quickly imposed a 150-day 10% tariff covering most products from virtually all countries under Section 122, and has indicated that the tariff rate will increase to 15%. The President also signaled his intention to impose additional tariffs under other authorities and the Office of the U.S. Trade Representative has launched two new investigations under Section 301 on imports from a total of 60 countries. These investigations could lead to the imposition of additional tariffs on imports from a substantial number of countries, including China. Given the time-limited nature of the Section 122 tariffs, the prospect of new or increased tariffs, the adoption of policies that require or encourage the use of U.S.-origin goods, and the potential retaliation by other governments against such tariffs and policies, there is significant uncertainty in the U.S. market. Such changes could adversely impact our business and could increase the costs of sourcing our products, or could require us to source more of our products from other countries.
While we may attempt to renegotiate prices with suppliers or diversify our supply chain in response to tariffs or shift production between manufacturers in different countries, such efforts may not yield immediate results, may be ineffective, or may be impossible to implement in the near term. For example, we shifted approximately 20% of production capacity from China to Vietnam, the U.S. and Mexico, which means that the U.S. government’s tariffs on certain imports from China under Section 301 affected only approximately 32% of finished goods as of 2025. In 2025, we increased our production capacity in Vietnam by 16%. Goods that are of Vietnamese origin may incur U.S. Customs and Border Protection scrutiny (and, possibly, higher tariffs) due to concerns about “transshipment,” given the prevalence of this practice in the region. Further, we may be required to shift production capacity back to China (or other countries whose imports are subject to higher duties, such as antidumping and countervailing duties) due to lack of manufacturing expertise or capacity in relatively lower-tariff countries. We might also consider increasing prices to the end customer; however, this could reduce the competitiveness of our products and adversely affect our net revenue.
We are also dependent on international trade agreements and regulations. Adverse changes in, or withdrawals from, trade agreements or political relationships between the United States and countries where we sell or source our products, could negatively impact our results of operations or cash flows.
If we fail to anticipate and manage any of these dynamics successfully, our gross margin and profitability could be adversely affected.
### We face exposure to foreign currency exchange rate fluctuations.
Certain of our foreign revenue and costs are denominated in currencies other than the U.S. dollar and are subject to currency risk. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar
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have affected and may in the future continue to affect our net revenue and results of operations. As a result of such foreign currency exchange rate fluctuations, it has been, and may continue to be, more difficult to detect underlying trends in our business and results of operations. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be lowered. We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place and may introduce additional risks if we are unable to structure effective hedges with such instruments.
Failure by us or our suppliers to comply with trade and other regulations including importation, exportation, product safety, labeling, labor or other laws or to provide safe conditions for our or their workers, may lead to investigations or actions by government regulators, damage our reputation and brand and harm our business.
The labeling, distribution, importation, marketing, and sale of our products is subject to regulation by various federal, state, local, and international regulatory authorities in the countries in which our products are currently distributed or sold, including the FTC and the Federal Consumer Product Safety Commission. Product safety, labeling, and licensing regulations, including consumer disclosure and warning regarding chemical exposure, may require us to remove selected products from our inventory. Such recalls or removal of products can result in, among other things, lost sales, diverted resources, potential harm to our reputation, and increased customer service costs and legal expenses, which could have a material adverse effect on our business, financial condition, and results of operations. In addition, our actual or alleged failure to comply with such regulations may in the future subject us to investigations, enforcement actions, and the imposition of significant penalties and claims, which could harm our results of operations or our ability to conduct business. Any legal proceedings, audits, or inspections by governmental agencies related to these matters could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could have an adverse impact on our business, financial condition, and results of operations. In addition, the adoption of new regulations or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and could impair the marketing of our products, resulting in significant loss of revenue. Further, we contract with numerous domestic and international supply chain partners. Failure of our suppliers, vendors, and other partners to comply with applicable laws and regulations and contractual requirements could lead to litigation against us, resulting in increased legal expenses and costs.
### Uncertainties in the interpretation and application of existing, new, and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate.
The tax regimes to which we are subject or under which we operate are unsettled and may be subject to significant change. The issuance of additional guidance related to existing tax laws, changes to existing tax laws or the interpretation thereof, or the introduction of new tax laws (including with respect to sales taxes, VAT, and similar taxes) proposed or implemented by the current or a future U.S. presidential administration, Congress or taxing authorities in other jurisdictions, including jurisdictions outside of the United States, could materially affect our tax obligations and effective tax rate. To the extent that such changes have a negative impact on us, or on our suppliers or our customers, including as a result of related uncertainty, these changes may adversely impact our business, financial condition, results of operations, and cash flows.
The amount of taxes we pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our international business activities. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions and maintaining our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such
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a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.
Additionally, tax authorities at the foreign, federal, state, and local levels continue to review and revise the treatment of companies engaged in e-commerce. New or revised foreign, federal, state, or local tax laws, regulations or court decisions may subject us or our customers to additional sales, income, and other taxes. Following the U.S. Supreme Court’s decision in South Dakota v. Wayfair, Inc., states may require out-of-state sellers to collect and remit sales taxes even if those sellers lack any physical presence within the states imposing the sales taxes. Under Wayfair, a person requires only a “substantial nexus” with the taxing state before the state may subject the person to sales tax collection obligations therein. Since the Supreme Court’s Wayfair decision, many states have considered or adopted laws that attempt to impose sales tax collection obligations on out-of-state sellers. In addition, the imposition by state governments of sales tax collection obligations on out-of-state retailers in jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on our competitors and decrease our future sales, which could have a material adverse impact on our business, financial condition, and results of operations.
### We may be subject to claims and litigation that could result in unexpected expenses and could ultimately be resolved against us.
From time to time, we may be involved in litigation and other proceedings, including matters related to employment-related claims, product liability claims, commercial disputes, and copyright infringement, challenging trademarks and other intellectual property claims, as well as trade, regulatory, and other claims related to our business or our sustainability practices, statements, and goals. For example, from time to time, current or former employees will file lawsuits alleging unfair labor practices or violations of federal or state labor or antidiscrimination laws. We intend to vigorously defend against these lawsuits. Any of these proceedings could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees. An unfavorable outcome of any particular proceeding could exceed the limits of our insurance policies or the carriers may decline to fund such final settlements and/or judgments and could have an adverse impact on our business, financial condition, and results of operations. In addition, any proceeding could negatively impact our reputation among our customers and our brand image.
### Risks Related to this Offering and Ownership of Our Common Stock
There is no existing market for our ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If our share price fluctuates after this offering, you could lose a significant part of your investment.
Prior to this offering, there has not been a public market for our common stock. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market, or otherwise or how liquid that market might become. The initial public offering price for our common stock will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price paid by you in this offering. In addition to the risks described above, the market price of our common stock may be influenced by many factors, some of which are beyond our control, including:
- changes to our business operations and strategy;
- actual or anticipated fluctuations in our financial condition, and results of operations;
- the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
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- failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;
- announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments;
- changes in stock market valuations and operating performance of other apparel and footwear companies generally, or those in our industry in particular;
- the sustainability targets we may provide to the public, any changes in these targets, or our failure to meet them;
- price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
- changes in our board of directors or management;
- sales of large blocks of our common stock, including sales by our directors, executive officers, and principal stockholders or by their affiliates;
- lawsuits threatened or filed against us;
- anticipated or actual changes in laws, regulations, or government policies applicable to our business;
- changes in our capital structure, such as future issuances of debt or equity securities;
- short sales, hedging, and other derivative transactions involving our capital stock;
- general economic conditions in the United States and globally; and
- other events or factors, including those resulting from geopolitical conflicts, pandemics, incidents of terrorism, or responses to these events.
In addition, the stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of particular companies affected. These broad market and industry factors may materially harm the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our business, financial condition, and results of operations. If a market for our common stock does not develop or is not maintained, the liquidity and price of our common stock could be adversely affected.
We have identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses or otherwise maintain effective internal controls, we may not be able to accurately report our financial results of operations which may adversely affect investor confidence.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. As a private company, we have not historically prepared public company financial statements.
In connection with the audit of our 2025, 2024 and 2023 consolidated financial statements, we identified the following material weaknesses in our internal control over financial reporting:
- we did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we did not maintain evidence of the consistent execution of control activities across all significant business processes, including the preparation and review of account reconciliations and journal entries;
- we did not design and maintain an effective risk assessment and monitoring process. Specifically, we lacked a formal process related to identifying and analyzing risks of material misstatement in financial reporting and the monitoring of internal controls; and
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- we did not design and maintain effective IT general controls for certain information systems that are relevant to the preparation of our financial statements. Specifically, we did not design and maintain (i) program change management controls to ensure that program and data changes are identified, tested, authorized and implemented appropriately, (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel, (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored, and (iv) program development controls to ensure that new software development is tested, authorized and implemented appropriately.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses resulted in immaterial revisions in the Company’s previously issued 2024 and 2023 consolidated financial statements. Each of the material weaknesses described above could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected. We have concluded that these material weaknesses occurred because, prior to this offering, we were a private company and did not have the necessary systems, business processes, and related internal control to satisfy the accounting and financial reporting requirements of a public company. We plan to undertake the following steps to address these material weaknesses:
- hiring and retaining additional accounting, finance and IT personnel with appropriate public company reporting and internal controls expertise;
- formalizing and documenting our internal control framework, including risk assessment and monitoring activities;
- designing and implementing enhanced review and approval controls over journal entries, account reconciliations, and financial reporting processes;
- strengthening segregation of duties through both procedural changes and system-based controls; and
- improving IT general controls, including controls over user access provisioning and termination, privileged access monitoring, change management, computer operations, and implementation of new technology.
We may incur significant costs in connection with remediating these material weaknesses. Neither we nor our independent registered public accounting firm have tested the effectiveness of our internal control over financial reporting and we cannot assure you that we will be able to successfully remediate the material weaknesses described above. Even if we successfully remediate such material weaknesses, we cannot assure you that we will not suffer from these or other material weaknesses in the future.
We recently identified immaterial errors in our previously issued consolidated financial statements, resulting in the revision of our financial statements for 2024 and 2023. If we discover additional errors in the future, it could adversely affect investor confidence and our stock price.
During the preparation of our consolidated financial statements for 2025, we identified and corrected certain accounting errors in our previously issued financial statements for 2024 and 2023 related to the classification of bad debt expense, accounts receivable, prepaid assets, and current lease liabilities. While these revisions were immaterial to our previously filed financial statements, the discovery of further errors in the future could require us to restate or revise our financial statements again. Any such future restatements or revisions could result in a loss of investor confidence in the accuracy of our financial reporting, which could have a material adverse effect on our stock price and our business.
Certain of our significant stockholders will continue to have significant influence over us after this offering, including significant influence over decisions that require the approval of stockholders, which may be inconsistent with the interests of our other stockholders.
Permira is a significant stockholder of the Company and will continue to have significant influence over us upon the consummation of this offering, at which time Permira will beneficially own approximately
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49.2% of the outstanding shares of common stock (or 46.9%, if the underwriters exercise their option to purchase additional shares in full). As a result, while we are not considered to be a “controlled company” under the NYSE corporate governance rules, Permira and its affiliates will continue to have the ability to exercise significant influence over decisions requiring stockholder approval, including amendments to our certificate of incorporation and approval of significant corporate transactions, such as a merger or other sale of the Company or our assets. Further, so long as Permira continues to own at least 5% of the aggregate number of shares of common stock then issued and outstanding, it will have the ability to nominate at least one individual to our board of directors pursuant to the Stockholders’ Agreement.
Upon the consummation of this offering, the Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended (the “AFT Stockholder”) will beneficially own approximately 19.8% of the outstanding shares of common stock (or 18.9%, if the underwriters exercise their option to purchase additional shares in full). Pursuant to the Stockholders’ Agreement, for so long as the AFT Stockholder owns at least 5% of the aggregate number of shares of common stock then issued and outstanding, the AFT Stockholder shall be entitled to nominate Yael Aflalo as a director. See “Management — Board Composition and Election of Directors.” Following this offering, four of our eight directors will be affiliated with Permira and one of our directors will be affiliated with the AFT Stockholder. These directors have fiduciary duties to us and, in addition, have duties to Permira and the AFT Stockholder, respectively. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and Permira or the AFT Stockholder, whose interests may be adverse to ours in some circumstances.
Further, as a result, Permira and the AFT Stockholder acting together, will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of the Company or a change in the composition of our board of directors. Permira and the AFT Stockholder’s interests may be different from or conflict with the interests of our other stockholders and, as a result, this concentration of ownership may have the effect of delaying, preventing or deterring a change in control of us and may negatively affect the market price of our stock. Permira and its affiliates are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete indirectly with us. Permira or its affiliates may also pursue acquisition opportunities that are complementary to our business and, as a result, those acquisition opportunities may not be available to us.
Future sales, or the perception of future sales, by us or our existing stockholders in the public market following the completion of this offering could cause the market price for our common stock to decline.
The sale of substantial amounts of shares of our common stock in the public market after this offering, or the perception that such sales could occur, including sales by our significant stockholders, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Upon completion of this offering and the Synthetic Secondary, we will have a total of 59,076,208 shares of our common stock outstanding. Of the outstanding shares, 14,062,500 shares sold in this offering (or 16,171,875 shares if the underwriters exercise their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act (“Rule 144”), including our directors, executive officers and other affiliates, may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”
The remaining outstanding 45,013,708 shares of common stock held by our existing stockholders after this offering will be deemed restricted securities under the meaning of Rule 144 and may be sold in the public market only if registered or if they qualify for an exemption from registration, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act. In addition, we, all of our directors, executive officers and the holders of substantially all of our outstanding securities, including the selling stockholders and the stockholders participating in the Synthetic Secondary, are subject to lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock and certain other securities held by them for up to 180 days following the date of this prospectus. See “Underwriters (Conflicts of Interest)” for a description of these lock-up agreements.
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Upon the expiration of the lock-up agreements described above, all of such 45,013,708 shares will be eligible for resale in a public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144.
In addition, pursuant to the Registration Rights Agreement, certain of our existing stockholders have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.” By exercising their registration rights and selling a large number of shares, such existing stockholders could cause the prevailing market price of our common stock to decline. Following completion of this offering and the Synthetic Secondary, the shares covered by registration rights would represent approximately 75.6% of common stock outstanding (or 72.2% if the underwriters exercise their option to purchase additional shares in full). Registration of any of these outstanding shares of our common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”
We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to the 2019 Stock Option Plan and the 2026 Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover 11,761,807 shares of common stock.
As restrictions on resale end, or if the existing stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.
### Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
The initial public offering price of our common stock will be substantially higher than the as adjusted net tangible book value per share immediately after this offering. If you purchase our common stock in this offering, you will suffer immediate dilution of $(16.57) per share, representing the difference between our as adjusted net tangible book value per share as of March 28, 2026, after giving effect to the sale of our common stock in this offering and the assumed public offering price of $16.00 per share, the midpoint of the initial public offering price range set forth on the cover page of this prospectus. See “Dilution.”
### We do not intend to pay dividends for the foreseeable future.
Although we have declared cash dividends in the past, including a cash dividend of an aggregate amount of approximately $90 million on the outstanding shares of our common stock in connection with the Recapitalization, we do not intend to pay any cash dividends in the foreseeable future. In addition, the terms of the Credit Agreement currently limit our ability to pay certain dividends and future agreements governing our indebtedness may also limit our ability to pay certain dividends. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. Accordingly, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any return on their investment. See “Dividend Policy.”
### Additional stock issuances could result in significant dilution to our stockholders.
We may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments or otherwise. Additional issuances of our stock will result in dilution to existing holders of our stock. Also, to the extent outstanding stock options to purchase our stock are exercised, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuance or exercise. Any such issuances could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.
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If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline.
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our common stock.
Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions include:
- from and after the date on which Permira holds less than 20% of the aggregate number of shares of common stock then issued and outstanding (the “Voting Threshold Date”), our board of directors will be classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause; provided, however, that such classification will not take effect if, prior to the time it would otherwise become effective, our board of directors, by the affirmative vote of a majority of the directors then in office, elects not to effect such classification, subject to the terms as set forth in our amended and restated certificate of incorporation;
- from and after the date on which Permira and the AFT Stockholder (as defined herein) no longer collectively own (directly and indirectly) at least fifty percent (50%) of the voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, our stockholders will only be able to take action at a meeting of stockholders and not by written consent;
- special meetings of our stockholders may not be called by our stockholders;
- advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before a meeting of stockholders;
- subject to the Stockholders’ Agreement, certain amendments to our amended and restated certificate of incorporation and any amendments to our amended and restated bylaws will require the approval of at least a majority of our board of directors or approval of holders of at least 662∕3% of the then outstanding voting power of our capital stock;
- subject to the Stockholders’ Agreement, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders, subject to the Stockholders’ Agreement;
- no provision of our amended and restated certificate of incorporation or amended and restated bylaws provides for cumulative voting, which limits the ability of minority stockholders to elect director candidates; and
- we have authorized blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock.
In addition, we have opted out of Section 203 of the DGCL (“Section 203”), but our amended and restated certificate of incorporation will provide that the restrictions contained in Section 203 will apply to us immediately following the time at which all of the following conditions exist (if ever): (i) Section 203 by its terms would, but for the provisions of our amended and restated certificate of incorporation, apply to us and (ii) Permira and its affiliates and associates beneficially own less than 5% of the shares of common stock held by them upon completion of this offering. Moreover, our amended and restated certificate of
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incorporation will provide that, unless and until these conditions all exist, we will be governed by provisions substantially similar to Section 203. These provisions and Section 203 each prevent some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations with us without the approval of the holders of substantially all of our outstanding common stock; provided, however, that unless and until we are governed by Section 203, Permira and its affiliates and associates will not be prohibited from engaging in such business combinations with us. See “Description of Capital Stock—Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Certain Provisions of Delaware Law—Section 203 of the DGCL.” These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See “Description of Capital Stock.”
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the U.S. federal district courts will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our amended and restated certificate of incorporation provides that, unless we otherwise consent in writing, (A) (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of Reformation to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court (as appropriate) located within the State of Delaware; provided, however, that the foregoing provision would not apply to (i) any action brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any other claim for which the federal courts have exclusive jurisdiction, or (ii) any action asserting a claim arising under the Securities Act; and (B) the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a claim arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions or the rules and regulations thereunder and, accordingly, we cannot be certain that a court would enforce such provision. Our amended and restated certificate of incorporation includes the provision outlined in (B) to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations.
The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. While the Delaware courts have determined that such choice of forum provisions are facially valid and several state trial courts have enforced such provisions and required that suits asserting Securities Act claims be filed in federal court, there is no guarantee that courts of appeal will affirm the enforceability of such provisions and a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such an instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions. If a court were to find either exclusive forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with litigating Securities Act claims in state court, or both state and federal court, which could
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harm our business, financial condition, and results of operations. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation, except our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws (including the Securities Act and the Exchange Act) and the rules and regulations thereunder.
Affiliates of Certain Underwriters are lenders under the Credit Agreement and will receive 5% or more of the net proceeds from this offering and may have an interest in this offering beyond customary underwriting discounts and commissions.
Affiliates of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and RBC Capital Markets, LLC, underwriters in this offering, are lenders under the Credit Agreement and will receive 5% or more of the net proceeds of this offering due to the repayment of the term loans under the Credit Agreement. Therefore, such underwriters are deemed to have “conflicts of interest” under Rule 5121 of the Financial Industry Regulatory Authority, Inc. See “Use of Proceeds” and “Underwriters (Conflicts of Interest).”
### We are an “emerging growth company,” and the reduced reporting and disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.
We are an “emerging growth company” and, for as long as we continue to be an emerging growth company, we currently intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to be an emerging growth company upon the earliest of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
We cannot predict whether investors will find our common stock less attractive if we choose to rely on these exemptions while we are an emerging growth company. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
### General Risk Factors
The requirements of being a public company may increase our costs, strain our resources, divert management’s attention and affect our ability to attract and retain executive management and qualified board members.
As a public company, we will be subject to the reporting requirements of the Exchange Act, the listing standards of the NYSE and other applicable securities rules and regulations. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources. Furthermore, several members of our management team do not have prior experience in running a public company. For example, the Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business,
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financial condition, and results of operations. Although we have already hired additional employees to assist us in complying with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our operating expenses.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest substantial resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from business operations to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. We also expect that being a public company that is subject to these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly members who can serve on our audit and compensation and leadership management committees and qualified executive officers.
As a result of the disclosure obligations required of a public company, our business and financial condition is more visible than it was as a private company, which may result in an increased risk of threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business, financial condition, and results of operations would be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, would divert the resources of our management and harm our business, financial condition, and results of operations.
As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act (“Section 404”), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment requires disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” Our compliance with Section 404 has required, and will continue, to require that we incur substantial expenses and expend significant management efforts. We have and will likely need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.
In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by us or our independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be additional material weaknesses. Any new material weaknesses could result in a material misstatement of our annual or quarterly financial statements or disclosures that may not be prevented or detected.
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During the evaluation and testing process of our internal control, if we identify one or more additional material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
### If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes thereto. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenue and expenses. Significant estimates and judgments include revenue recognition, return reserves, inventory reserves, stock-based compensation and the fair value of our common stock. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.
Extreme weather conditions, natural disasters, public health crises, political crises and instability and other catastrophic events, including those caused or exacerbated by climate change, could negatively impact our results of operations and financial condition.
Extreme weather conditions and volatile changes in weather conditions in the areas in which our offices, retail stores, suppliers, customers, distribution centers, vendors and/or wholesale partners are located could adversely affect our results of operations and financial condition. Moreover, natural disasters such as earthquakes, landslides, hurricanes, tsunamis, floods, monsoons or wildfires, public health crises, such as pandemics and epidemics (including, for example, the COVID-19 pandemic), political crises, such as terrorist attacks, war and other political and geopolitical instability or other catastrophic events, whether occurring in the United States or abroad, and their related consequences and effects, including energy shortages, could disrupt our operations or the operations of our suppliers and other partners or result in economic instability that could negatively impact customer spending, any or all of which would negatively impact our results of operations and financial condition. For example, our principal offices are located in Vernon, California, an area which has a history of earthquakes and wildfires, and are thus vulnerable to damage or disruption. In particular, these types of events could impact our global supply chain, including the ability of suppliers to provide raw materials, labor and finished goods where and when needed, the ability of third parties to ship products, and our ability to ship products to customers from or to the impacted region(s). For example, in January 2025, the Los Angeles wildfires resulted in the temporary closure of all of our Los-Angeles area stores for several days and, ultimately, in the extended closure of our Pacific Palisades store, which remains closed, resulting in lost revenue and profits.
### We may require additional capital to support business growth, and this capital might be unavailable or might be available only by diluting existing stockholders.
We intend to continue making investments to support our business growth and may require additional funds to support this growth. Our future capital requirements will depend on many factors, including our
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rate of revenue growth, the timing and extent, if any, of international expansion efforts and other growth initiatives, the expansion of our marketing activities and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may need to engage in equity or debt financings to secure additional funds. Recently, there has been volatility in and disruptions to the global economy, including the equity and debt financial markets. Any such volatility in and disruptions to the equity or debt markets, or further deterioration of such markets, including as a result of political unrest or war, may make any necessary equity or debt financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could fail or be adversely affected.
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USE OF PROCEEDS
We estimate the net proceeds from the sale of shares by us in this offering will be approximately $134.5 million, based on an assumed initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
A $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $8.8 million, assuming the number of shares offered by us, which we show on the cover of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
Similarly, a 1.0 million increase or decrease in the number of shares of our common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $14.9 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
The principal purposes of this offering are to increase our capitalization and financial flexibility and to create a public market for our common stock. We intend to use approximately $125.1 million of the net proceeds from the sale of shares by us in this offering for the partial repayment of the term loans under the Credit Agreement. The term loans mature on June 17, 2031. The term loans bear interest at a rate per annum equal to, at the borrower’s option, either (i) a term benchmark rate plus an applicable margin of 3.75%, or (ii) an alternate base rate plus an applicable margin of 2.75%. All term benchmark rates are subject to a 0.00% floor. Alternative base rate interest rates are subject to a 1.00% floor. As of June 27, 2026, the applicable margin was 3.75%. In addition to required interest payments, beginning on March 31, 2027, the term loans will be subject to quarterly amortization payments equal to the percentage of the initial principal amount of the initial term loans, multiplied by (i) for the period ending March 31, 2027 through December 31, 2027, 0.625% per quarter, (ii) for the period ended March 31, 2028 through December 31, 2030, 1.25% per quarter and (iii) for the periods ended March 31, 2031 until the term loans mature, 1.875% per quarter. Upon completion of this offering, the required repayment percentage will step down to 0.625% per quarter until the term loans mature. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility.”
In addition, we intend to use approximately $9.5 million of the net proceeds from the sale of shares by us in this offering for the purchase of an aggregate of (i) 192,557 outstanding shares of common stock at a per share purchase price equal to the Stock Repurchase Price and (ii) 830,208 stock options to purchase common stock at a per option purchase price equal to the Stock Repurchase Price less the applicable option exercise price from Hali Borenstein, Ivan Tchakarov and certain other employees of the Company in the Synthetic Secondary (as defined herein).
We will not receive any proceeds from the sale of common stock in this offering by the selling stockholders.
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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of March 28, 2026:
- on an actual basis;
- on a pro forma basis after giving effect to (i) the Recapitalization, (ii) the decrease to retained earnings related to the incremental stock-based compensation expenses (net of taxes) related to RSUs and options that will vest in connection with this offering, including the option awards under the 2019 Plan, the RSUs awarded under the RSU Agreements, and certain fully vested RSUs to be granted under the 2026 Incentive Plan in connection with this offering (including the IPO Bonus Grant) and (iii) the filing and effectiveness of our amended and restated certificate of incorporation in Delaware that will be in effect upon the completion of this offering; and
- on a pro forma as adjusted basis to give further effect to (i) the adjustments described above, (ii) the issuance of 9,478,821 shares of common stock by us in this offering, assuming an initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) the application of the net proceeds from this offering for the partial repayment of the term loans under the Credit Agreement and the Synthetic Secondary as set forth under “Use of Proceeds.”
The pro forma as adjusted information set forth in the table below is illustrative only, and will be adjusted based on the actual initial public offering price and other terms of this offering determined at the pricing of this offering.
This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus.
_As of March 28, 2026_
| ($ in thousands, except share and per share data) | Actual | Pro Forma | Pro Forma As Adjusted(1) |
| --- | --- | --- | --- |
| Cash and cash equivalents | $41,217 | $38,605 | $38,605 |
| Debt: | | | |
| Term loans | 154,145 | 243,356 | 120,848 |
| Revolving credit facility | — | — | — |
| Total Debt | $154,145 | 243,356 | 120,848 |
| Stockholders’ Equity: | | | |
| Common stock, par value $0.0001 per share; 107,025,000 shares authorized, 49,789,944 shares issued and outstanding, actual; 500,000,000 shares authorized, 49,789,944 shares issued and outstanding, pro forma; 500,000,000 shares authorized, 59,076,208 shares issued and outstanding pro forma as adjusted | 4 | 5 | 6 |
| Additional paid-in capital | 382,388 | 369,947 | 495,069 |
| Retained earnings (accumulated deficit) | 70,345 | (6,839) | (8,817) |
| Accumulated other comprehensive income (loss) | (157) | (157) | (157) |
| Total stockholders’ equity | 452,580 | 362,956 | 486,101 |
| Total capitalization | $606,725 | $606,312 | $606,949 |
(1)
A $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus) would increase or decrease the pro forma as adjusted amount of each of additional paid-in capital, total stockholders’ equity and total capitalization by approximately $8.8 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a 1.0 million increase or decrease in the number of shares of our common stock offered by us would increase or decrease the pro forma as adjusted amount of each of additional paid-in capital, total stockholders’ equity and total capitalization by approximately $14.9 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
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DILUTION
If you invest in our common stock in this offering, your ownership interest in us will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the as adjusted net tangible book value per share of our common stock after giving effect to this offering. Dilution results from the fact that the per share offering price of the common stock is substantially in excess of the net tangible book value per share attributable to the shares of our common stock held by existing stockholders.
Our historical net tangible book value (deficit) as of March 28, 2026, was approximately $(67.1) million or approximately $(1.35) per share, based on 49,789,944 shares of common stock outstanding as of March 28, 2026. We calculate net tangible book value (deficit) per share by taking the amount of our total tangible assets (total assets less goodwill and intangible assets), reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of our common stock outstanding.
As of March 28, 2026, we had a pro forma net tangible book value (deficit) of $(156.8) million, or $(3.15) per share of common stock. Pro forma net tangible book value (deficit) is equal to the amount of our total tangible assets (total assets less goodwill and intangible assets), reduced by the amount of our total liabilities, after giving effect to (i) the Recapitalization, assuming the Recapitalization had taken place on March 28, 2026, and (ii) incremental stock-based compensation expenses (net of tax benefit), including the option awards under the 2019 Plan, the RSUs awarded under the RSU Agreements, and certain fully vested RSUs to be granted under the 2026 Incentive Plan in connection with this offering (including the IPO Bonus Grant). Pro forma as adjusted net tangible book value (deficit) per share is determined by dividing our as adjusted net tangible book value (deficit) by the total number of shares of our common stock outstanding.
After giving further effect to (i) our issuance and sale of 9,478,821 shares of our common stock in this offering assuming an initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the net proceeds as set forth under “Use of Proceeds” for the partial repayment of the term loans under the Credit Agreement and the Synthetic Secondary, our pro forma as adjusted net tangible book value (deficit) as of March 28, 2026, would have been approximately $(33.6) million, or approximately $(0.57) per share. This represents an immediate increase in the net tangible book value of $2.58 per share to our existing stockholders and an immediate dilution (i.e., the difference between the offering price and the as adjusted net tangible book value after this offering) to new investors participating in this offering of $16.57 per share.
The following table illustrates this dilution on a per share basis:
| Assumed initial public offering price per share of our common stock | 16.00 |
| --- | --- |
| Historical net tangible book value (deficit) per share of our common stock as of March 28, 2026 | |
| Decrease per share attributable to the as adjusted adjustments described above | |
| Pro forma net tangible book value (deficit) per share as of March 28, 2026 | |
| Increase in net tangible book value (deficit) per share attributable to new investors purchasing shares of our common stock in this offering | |
| Pro forma as adjusted net tangible book value (deficit) per share of our common stock after giving effect to this offering and application of the proceeds | $(0.57) |
| Dilution per share of our common stock to new investors in this offering | $16.57 |
Dilution is determined by subtracting as adjusted net tangible book value per share of common stock after the offering from the assumed initial public offering price per share of common stock.
Assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover
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page of this prospectus) would increase or decrease the pro forma as adjusted tangible book value attributable to new investors purchasing shares in this offering by $0.15 per share and the dilution to new investors by $0.85 per share and increase or decrease the pro forma as adjusted net tangible book value per share after giving effect to this offering by $0.15 per share. Similarly, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a 1.0 million increase or decrease in the number of shares of our common stock offered by us would increase or decrease the pro forma as adjusted tangible book value attributable to new investors purchasing shares in this offering by $0.26 per share and the dilution to new investors by $0.26 per share and increase or decrease the pro forma as adjusted net tangible book value per share after giving effect to this offering by $0.26 per share.
The following table summarizes, as of March 28, 2026, on the pro forma as adjusted basis described above, the differences between the number of shares purchased from us, the total consideration paid to us in cash and the average price per share paid by our existing stockholders, and by new investors (assuming, for the purposes of this table, that the selling stockholders are existing stockholders). As the table shows, new investors purchasing shares of our common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid. The table below assumes an initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus) for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us.
_($ in thousands, except percentages and share and per share data)_
| Line item | Shares Purchased / Number | Shares Purchased / Percent | Total Consideration / Amount | Total Consideration / Percent | Average Price Per Share |
| --- | --- | --- | --- | --- | --- |
| Existing stockholders | 49,597,387 | 84.0% | $347,606,422 | 69.6% | $7.01 |
| New investors | 9,478,821 | 16.0% | 151,661,136 | 30.4% | $16.00 |
| Total | 59,076,208 | 100.0% | $499,267,558 | 100.0% | |
Sales by the selling stockholders in this offering will reduce the shares of common stock held by existing stockholders to 45,013,708, or approximately 76.2 % of the total number of shares of our common stock outstanding immediately after the completion of this offering, and will increase the shares of common stock held by new investors to 14,062,500, or approximately 23.8% of the total number of shares of our common stock outstanding immediately after the completion of this offering.
Except as otherwise indicated, the above discussion and table assumes no exercise of the underwriters’ option to purchase additional shares. If the underwriters were to exercise in full their option to purchase additional shares of our common stock from the selling stockholders, the percentage of shares of our common stock held by existing stockholders, on an as adjusted basis, as of March 28, 2026, would be 72.6% and the percentage of shares of our common stock held by new investors would be 27.4%.
Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, a $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share (the midpoint of the initial public offering price range set forth on the cover page of this prospectus), would increase or decrease total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $9.5 million, $9.5 million and $0.16 per share, respectively. Similarly, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, a 1.0 million increase or decrease in the number of shares of our common stock offered by us and the selling stockholders would increase or decrease total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $16.0 million, $16.0 million and $0.13 per share, respectively.
To the extent that we grant options or other equity awards to our employees in the future and those options are exercised, those other equity awards are settled or other issuances of common stock are made, there will be further dilution to new investors. We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future
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operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
The dilution information above is for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.
We will not receive any proceeds from the sale of shares of common stock by the selling stockholders in this offering. Accordingly, there will be no dilutive impact as a result of such sales.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with the section titled “Summary Consolidated Financial and Other Data,” our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions and beliefs, which involve risks and uncertainties. Our actual results may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
All references to the “Company,” “Reformation,” “Ref,” “we,” “our” and “us,” unless the context otherwise requires, are to Reformation Inc., a Delaware corporation, and its consolidated subsidiaries and all references to the “Issuer” are only to Reformation Inc.
### Overview
Reformation is a premium sustainable womenswear brand built to challenge the conventional fashion model and reimagine how brands interact and engage with customers. Our goal is to have a positive impact on people and the planet while delivering both impressive financial and environmental results.
We believe we are the largest sustainable womenswear brand on the planet and we operate within the highly fragmented fashion industry. With approximately 854,000 Active Customers in the United States as of 2025, and an estimated 94 million women aged 18-60 in the United States, our implied penetration is less than 1%, highlighting the large opportunity ahead. We believe we are well positioned to capture significant growth over the long term. Our path forward is clear: we intend to grow by increasing our distribution through both our DTC and wholesale channels, expanding our product assortment within existing and new product categories, growing in international markets, and driving operational excellence. We drive growth through our DTC-led omni-experience strategy that generated 90% of our net revenue in 2025, in addition to leveraging strategic wholesale partnerships.
This approach has supported consistent growth and profitability, as reflected in the following key operating and financial results:
•
### Strong customer base. In 2025, we surpassed one million Active Customers across our DTC channel and have approximately 1,140,000 Active Customers as of March 28, 2026.
- Steady net revenue growth. In 2025, we reported net revenue of $507.1 million, representing a 19% CAGR from 2023. And, in the first quarter of 2026, we reported net revenue of $112.3 million compared to $86.1 million in the first quarter of 2025, a 30.4% increase year-over-year. That means we’ve delivered 20 consecutive quarters of double-digit net revenue growth through the first quarter of 2026.
- Strong gross margins. From 2021 to 2024, we consistently generated gross margins of 64.0% or more. In 2025, we generated a gross margin of 60.2%, which was negatively impacted by 364 basis points due to the impact of IEEPA tariffs. During the first quarter of 2026, we generated a gross margin of 70.3%, which was positively impacted by 904 basis points resulting from the refund of the IEEPA tariffs.
- Sustained profitability. We have generated positive net income from 2018 to 2025, with the exception of 2020 due to the impact of the COVID-19 pandemic. In 2025, we generated $12.6 million of net income, inclusive of the impact of IEEPA tariffs.
- Robust Adjusted EBITDA. In 2025, we generated $45.0 million in Adjusted EBITDA, which represented 8.9% of net revenue, and in the first quarter of 2026, we incurred $(12.1) million in net loss and generated $15.9 million in Adjusted EBITDA, which represented 14.1% of net revenue and reflected a 1,449 basis point improvement from the first quarter of 2025. The quarter-over-quarter
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improvement includes 904 basis points resulting from the refund recorded for IEEPA tariffs that were recognized in cost of goods sold in 2025.
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. See “—Non-GAAP Financial Measures” below for definitions of Adjusted EBITDA and Adjusted EBITDA margin, as well as reconciliations to the most directly comparable GAAP measures.
### Key Factors Affecting Our Performance
We measure our business using both financial and operating metrics. We believe that our performance and future success depend on a variety of factors that present significant opportunities for our business but also present risks and challenges that could adversely impact our growth and profitability, including those discussed below and in “Risk Factors.”
### Overall Economic Trends
The overall economic environment and related changes in consumer behavior have a significant impact on our business. In general, positive conditions in the broader economy promote consumer spending across our channels, while economic weakness may have a negative effect. Macroeconomic factors that can affect consumer spending patterns, and thereby our results of operations, include employment rates, business conditions, changes in the housing market, the availability of credit, interest rates and inflation.
All the products and materials that we import are subject to import taxes and duties, including tariffs. Since the beginning of 2025, the U.S. government has imposed incremental tariffs, including IEEPA tariffs, at varying rates on certain imports. There has been significant volatility in U.S. tariff and customs policy, and trade negotiations between the United States and other countries are ongoing. If tariffs on countries from which we source products increase further, it may increase our cost of sales, and similar to all other potential cost increases, we may pass a portion of these costs through to customers. For additional information on related risks, please see “Risk Factors.”
We have undertaken, and continue to evaluate, a series of actions and initiatives intended to mitigate the impact of tariffs, including diversifying our supply chain, engaging in cost-sharing discussions with our
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vendors, optimizing our product import logistics, and selectively adjusting product pricing. In 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. Our efforts to diversify our supply chain have reduced our exposure to China, which was previously our single largest country of production. We anticipate that in 2026 no one country will represent more than 25% of our total units produced. These mitigation efforts may take significant investment and time to implement. Ultimately, these efforts may not yield the intended results or be as effective as tariff policy changes, and could have adverse impacts on our business, financial condition and results of operations.
### Ability to Increase Brand Awareness
As a lifestyle brand operating primarily in e-commerce and physical retail environments, we seek to establish and expand a strong brand presence in a competitive market. We deploy a deliberate and disciplined approach to brand building and marketing investment that leverages a combination of direct marketing, digital media, new store openings, wholesale expansion and strategic partnerships to reach new audiences and brand positioning across regions.
We believe that continued investment in brand awareness can support customer acquisition and retention, which contributes to revenue growth. We invest in innovative marketing strategies and use data analytics to evaluate the effectiveness of these initiatives. Our goal is to establish our brand as a leader in the fashion industry, recognized for quality, style, sustainability, and commitment to making our customers look and feel good.
### Customer Acquisition
Our growth will depend in part on our ability to cost-effectively attract new customers. To continue to grow profitably, we intend to acquire new customers, retain those customers, drive repeat purchases and ultimately increase Active Customers and DTC Net Revenue per Customer at a reasonable cost. As of March 28, 2026, our total Active Customer base was approximately 1.1 million compared to 1.0 million as of the first quarter of 2025, reflecting continued customer acquisition and retention.
We invest in brand building and marketing across a range of channels to acquire new customers. It is important that the cost of these efforts remain aligned with the net revenue and contribution margin we expect to generate from the customers acquired through such initiatives. We take an integrated approach to acquiring new customers, evaluating performance across channels to inform our marketing investments and optimize return. Additionally, approximately 75% of DTC new customers acquired in 2025 were acquired outside of paid digital acquisition channels, strengthening the unit economics of our customer acquisition efforts. We have maintained a low marketing to net revenue ratio of 9% for the last four years, and are profitable on a first order basis.
### Customer Retention and Repeat Purchase Rate
Our continued success depends in part on our ability to retain and drive repeat purchases from our returning customers. In addition to investments in brand and marketing, we invest in our products, merchandising, and overall customer experience to promote long-term customer retention and repeat purchases. We track the retention, spend, and repeat purchase behavior of new customers over time from their initial purchase. These metrics provide insights into the effectiveness of our retention strategies and help us to identify areas for improvement.
Revenue generated from returning customers represents a significant portion of our business. For example, in 2025, returning customers, defined as customers who made their first purchase in a prior fiscal year, accounted for nearly 70% of our DTC net revenue, and we achieved approximately 80% net revenue retention from prior year cohorts. We believe the strength of our customer retention and repeat purchasing behavior provides increased visibility into future customer demand and contributes to a durable revenue base. Mature cohorts continue to generate a growing share of our net revenue over time. Returning customers generally purchase almost twice as frequently as new customers, which contributes to growth in DTC Net Revenue per Customer over time. The revenue generated from our returning customers reflects our ability to engage and retain our customers through our differentiated products, our distinctive brand, and our omnichannel strategy.
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(1)
Reflects DTC customer purchases at the point of sale, net of any subsequent returns and excludes employee orders, non-product revenue (including shipping and handling fees), chargebacks, and retail concessions.
(2)
Represents 2025 DTC net revenue from pre-2021 to 2024 cohorts, divided by 2024 total DTC net revenue.
(3)
Represents 2025 DTC net revenue from pre-2021 to 2023 cohorts, divided by 2024 DTC net revenue from pre-2021 to 2023 cohorts.
Our goal is to increase engagement within our existing customer base by expanding our assortment across categories and occasions, enhancing our loyalty program, Friends with Benefits or “FWB,” which offers our top customers exclusive access to experiences and perks, and by deploying other targeted marketing strategies. In 2025, FWB customers, classified as customers who spend at least $1,000 per calendar year, drove approximately 40% of our DTC net revenue and shopped 4.2 times more than non-FWB customers. Additionally, our loyalty cohort has grown at a 23% CAGR over the past two years. By prioritizing customer retention, we aim to continue building a loyal customer base that drives repeat revenue and supports brand awareness through positive word-of-mouth and brand advocacy. We believe that a strong focus on customer relationships will position us for sustainable growth and success.
### Sourcing and Supply Chain Management
Effective sourcing and supply chain management are central to our ability to deliver high-quality products to our customers in a timely manner. Our cost of goods is primarily comprised of the procurement of finished goods and raw materials, labor-related expenses, and associated import costs.
We have established strong relationships with a diversified network of suppliers, both domestically and internationally. We are committed to the highest levels of ethical sourcing and sustainable business practices throughout our supply chain and require adherence to our Preferred Partners Guide, which sets standards for environmental practices and labor conditions. By incorporating sustainable materials and processes into our product offerings, we aim to meet the growing consumer demand for sustainable fashion.
We closely monitor key performance indicators related to our sourcing and supply chain management, including lead times, on-time rates, quality, and IMUs. These metrics provide valuable insights into the efficiency of our operations and help us identify areas for improvement. Production speed is important to
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our ability to respond to changing consumer demand. We utilize robust reporting and maintain close collaboration with our vendor partners to monitor development and production timelines, enabling disciplined execution.
### Inventory Management
Effective inventory management is essential to our operations and plays a crucial role in our ability to meet customer demand while optimizing costs. As an apparel and accessories company operating primarily in our DTC channel, we recognize that maintaining the right balance of inventory is vital to our success. We utilize thorough inventory management systems and rigorous analytics to monitor inventory levels, sales trends, and customer preferences. This allows us to optimize our inventory mix, ensuring that we have the right products available at the right time. By analyzing historical sales data and market trends, we can make informed decisions about reordering and selling out of various styles. Accurate demand forecasting is central to minimizing excess inventory and stockouts. This proactive approach enables us to align our inventory levels with anticipated customer demand, reducing the risk of overstocking or understocking. As a result, our inventory mix is tailored to real-time customer preferences with nearly 90% of DTC apparel net revenue in 2025 coming from styles that are informed by past performance, significantly decreasing fashion risk and waste, and increasing our confidence in each style’s sales potential. We closely monitor key performance indicators related to inventory management, including weeks of supply and total inventory levels.
### Seasonality
Our business does not exhibit the same seasonal patterns as traditional retailers, which typically generate a significant portion of net revenue in the holiday quarter. Historically, we have experienced increased sales during the early spring and summer months, resulting in higher net revenue in the second fiscal quarter compared to the first fiscal quarter. The third fiscal quarter typically sees a moderate increase in net revenue relative to the second fiscal quarter, given the timing of one of our twice-yearly promotional events beginning in August. We expect this seasonality to continue in future years, subject to the timing and structure of our promotional sales strategy, including our twice-yearly promotional sales event and our annual Black Friday Cyber Monday promotion. Our operating income has reflected these historical quarterly trends as a significant portion of our expenses are relatively fixed in the short term.
### Fiscal Calendar
We operate on a 52/53-week fiscal year convention whereby our fiscal year ends on the last Saturday in December of each year, such that each quarterly period will be 13 weeks in length, except during a 53-week year when the fourth quarter will be 14 weeks. Fiscal 2025 ended on December 27, 2025, and was a 52-week year. Fiscal 2024 was a 52-week year and ended on December 28, 2024. Fiscal 2023 was a 53-week year and ended on December 30, 2023.
### Key Operating Metrics
In addition to the measures presented in our consolidated financial statements, we use the following key operating metrics to evaluate our business, measure our performance, develop financial forecasts and make strategic decisions. The following table summarizes our key operating metrics for the periods presented:
| ($ in thousands except DTC Net Revenue per Customer) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Fiscal Years Ended / December 27, 2025 | Fiscal Years Ended / December 28, 2024 | Fiscal Years Ended / December 30, 2023 |
| --- | --- | --- | --- | --- | --- |
| Active Customers(1) (as of the end of period) | 1,140,000 | 965,000 | 1,083,000 | 946,000 | 834,000 |
| DTC Net Revenue per Customer(2) | $421 | $420 | $422 | $418 | $390 |
| Store Count(3) (as of the end of period) | 66 | 51 | 64 | 50 | 40 |
| Gross margin(4) | 70.3% | 60.3% | 60.2% | 64.5% | 64.1% |
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(1)
We define an Active Customer as a unique customer who has placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic).
(2)
We calculate DTC Net Revenue per Customer by dividing our DTC net revenue by the number of customers counted within the period in which an item in their purchase has shipped. In 2025, 2024, and 2023, the number of customers was 1,077,000, 948,000 and 832,000, respectively. As of March 28, 2026 and March 29, 2025, the number of customers was 1,135,000 and 967,000, respectively.
(3)
We define Store Count as the total number of retail or outlet stores open at the end of a given period, excluding temporary store locations designated as pop-ups (which are typically open for one year or less) and our concession locations (“shop-in-shop”).
(4)
We define gross margin as gross profit as a percentage of net revenue.
Active Customers
The number of Active Customers is a key operating metric that we use to assess the reach of our direct channel, including both our e-commerce platform and physical stores, as well as the resonance of our brand and product offering. We define an Active Customer as a unique customer who has placed at least one order through our e-commerce platform or retail or outlet stores within the last rolling 12 months (excluding retail concession customers, employee orders, gift-card only orders, and face mask only orders, as purchased during the COVID-19 pandemic). While we devote effort to identify customers who may have created duplicate profiles and consolidate profiles, this number may still contain duplicate profiles and may include accounts utilized by multiple individuals in a single household.
The number of Active Customers has increased steadily over time as we attract new customers and retain returning customers. As of March 28, 2026, our total Active Customer base was approximately 1.1 million compared to 1.0 million as of the first quarter of 2025, an increase of 18%, as we continued to acquire and retain customers efficiently and expanded our store footprint from 51 stores to 66 stores over the same time period. This growth is a function of rising brand awareness driven by new store openings, international expansion, product category extension, continued marketing efforts, and the retention of returning customers.
DTC Net Revenue per Customer
DTC Net Revenue per Customer is a key operating metric that reflects our ability to grow the average value of our customers on a trailing 12-month basis, which is key to understanding broader revenue growth trends. This metric is calculated by dividing our DTC net revenue by the number of customers counted within the period in which an item in their purchase has shipped. In 2025, 2024, and 2023, the number of customers was 1,077,000, 948,000, and 832,000, respectively. As of the first quarter of 2026 and the first quarter of 2025, the number of customers was 1,135,000 and 967,000, respectively. We use DTC Net Revenue per Customer to evaluate trends in customer spending behavior, including the extent to which customers engage with our brand across our assortment and shop across our omnichannel platform, and to assess the effectiveness of our sales strategies, marketing efforts, and customer engagement initiatives.
We continuously monitor our DTC Net Revenue per Customer and analyze trends over time to identify opportunities for improvement. From 2023 to 2025, DTC Net Revenue per Customer increased from $390 to $422, representing a 4% CAGR. DTC Net Revenue per Customer for the first quarter of 2026 was $421, compared to $420 in the first quarter of 2025, an increase of 1%. The expansion of our customer base through new customer acquisition will have a dilutive impact on our total DTC Net Revenue per Customer in the year in which they are acquired. New customers typically have a lower initial spend compared to our returning customers. As customer cohorts mature, we generally observe increases in customer spend and purchase frequency over time. As we continue to refine our strategies to enhance DTC Net Revenue per Customer, we are focused on the following initiatives:
- Scaling our channel distribution both domestically and internationally to offer customers an omni-experience and increased access to interact and shop with our brand;
- Expanding our product offerings across occasions and categories, through growth of existing categories, launching new categories and offering exclusive collections and collaborations that resonate with our target audience; and
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- Increasing customer retention and order frequency through loyalty initiatives, personalized shopping experiences and other tailored marketing strategies.
By focusing on increasing DTC Net Revenue per Customer, we aim to improve our overall financial performance and create long-term value for our shareholders. We believe that a strong emphasis on customer engagement, product quality and breadth, and personalized experiences will position us for sustainable growth in the competitive apparel and accessories market.
Store Count
Store Count is a key growth lever that reflects the scale of our owned, physical retail presence and our ability to reach consumers across markets. We define Store Count as the total number of retail or outlet stores open at the end of a given period, excluding temporary store locations designated as pop-ups (which are typically open for one year or less) and our concession locations (“shop-in-shop”). In 2023, 2024, and 2025, we opened six, 10 and 15 full-price or outlet stores, respectively. As of the first quarter of 2026, we had 64 full-price stores and two outlets. In 2025, we temporarily closed our Pacific Palisades store, which remains closed, due to the Los Angeles wildfires. We regularly review the productivity of our stores and from time to time may decide to close a store due to, among other factors, underperformance, shift in consumer traffic trends, performance of retail hub in which a store is a part of or changes in local customer and other retail demographics. Our results of operations have been, and will continue to be, affected by the timing and number of stores that we operate. The following chart represents our Store Count during each of 2023, 2024, 2025, and the first quarter of 2026.
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| Line item | Thirteen Weeks Ended March 28, 2026 | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 |
| --- | --- | --- | --- | --- |
| Beginning of Period | 64 | 50 | 40 | 34 |
| New store openings | 2 | 15 | 10 | 6 |
| Store closures | 0 | 1 | 0 | 0 |
| End of Period | 66 | 64 | 50 | 40 |
Our store locations remain a key part of our growth strategy, and we view them as a valuable tool in helping us build our brand awareness as well as enabling our omnichannel capabilities. Our stores serve as valuable marketing vehicles for introducing new customers to our brand and driving repeat purchases and, in turn, positively impact Active Customers and DTC Net Revenue per Customer. Since 2023, our Active Customers have grown at a 16% CAGR in markets with stores, compared to an 11% CAGR in markets without stores. During the same time period, DTC net revenue grew by approximately 20% in markets with stores, compared to about 14% in markets without stores.
Additionally, our store base is highly productive with net revenue per full-price store of $2.7 million in 2025 for the 47 stores open the full fiscal year. On average, our stores pay back capital invested and pre-opening costs in under 24 months. We plan to continue to open new stores to support our growth objectives, and we see a clear pathway to more than double our Store Count in the next five years. We believe customers are drawn to the elevated design of our retail environments and the distinctive technology enabled in-store experience, which features our patented Retail X™ technology in the majority of our stores. We have designed our stores to have a refined and warm look and feel, with a mix of modern and vintage elements, and in 2025 we met over 30% of DTC new customers in our stores.
Gross Margin
We define gross margin as gross profit as a percentage of net revenue. Gross profit is equal to our net revenue less cost of goods sold. Cost of goods sold consists of all material, labor, and overhead costs incurred to manufacture or purchase merchandise sold to customers. Cost of goods sold also includes import duties, other taxes, inbound freight costs, storage costs during the manufacturing process, inventory valuation adjustments, shrinkage, and other miscellaneous costs.
Gross margin is impacted by the average price and volume of the products that we sell through our two channels and the impact of our twice-yearly promotional sales events and Black Friday Cyber Monday event.
Certain of our competitors and other retailers define cost of goods sold differently than we do. As a result, the reporting of our gross profit and gross margin may not be comparable to other companies.
### Other Items
The following table provides a summary of our other items from continuing operations and the related favorable (unfavorable) impact on our gross margin ratio and selling, general, and administrative (“SG&A”) ratio:
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Fiscal Years Ended / December 27, 2025 | Fiscal Years Ended / December 28, 2024 | Fiscal Years Ended / December 30, 2023 |
| --- | --- | --- | --- | --- | --- |
| Gross margin | | | | | |
| Tariffs(1) | — | $(112) | $(18,461) | — | — |
| Tariff refund(2) | 10,154 | — | — | — | — |
| Total Other Items | $10,154 | $(112) | $(18,461) | — | — |
| Impact on gross margin ratio | 9.0% | (0.1)% | (3.6)% | —% | —% |
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| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Fiscal Years Ended / December 27, 2025 | Fiscal Years Ended / December 28, 2024 | Fiscal Years Ended / December 30, 2023 |
| --- | --- | --- | --- | --- | --- |
| Selling, general, and administrative expenses | | | | | |
| Los Angeles Distribution Center costs(3) | $(456) | $(1,858) | $(7,720) | $(3,582) | — |
| IPO-related executive bonuses and CFO transition expenses(4) | (450) | (200) | $(4,875) | — | — |
| Department store bankruptcy(5) | 105 | (442) | (1,730) | — | — |
| Total Other Items | $(801) | $(2,500) | $(14,325) | $(3,582) | — |
| Impact on SG&A ratio | (0.7)% | (2.9)% | (2.8)% | (0.8)% | —% |
(1)
Represents costs related to IEEPA tariffs imposed on imported goods. This does not reflect potential future tariffs that may be implemented as a result of various policy proposals currently under consideration by the President.
(2)
Represents refunds submitted for IEEPA tariffs imposed on finished goods.
(3)
Represents incremental costs incurred in connection with the transition of our company-operated distribution center in Vernon to a larger leased facility in Vernon, California, including the temporary overlapping rent and labor costs resulting from operating both facilities during the transition period.
(4)
Represents incremental, one-time costs associated with IPO-related bonuses and CFO transition expenses.
(5)
Reflects the expense arising from the bankruptcy of a significant department store customer, which is outside the Company’s normal credit loss experience and reflects a customer-specific event.
### Components of Results of Operations
### Net Revenue
We generate revenue through selling our wide array of apparel and accessories, including clothing, shoes, and bags. The Company recognizes net revenue for the sale of a product at the point in time when its performance obligation has been satisfied and control of the product has transferred to the customer. A customer is deemed to have control once they are able to direct the use and receive substantially all of the benefits of the product, which occurs generally upon shipment of the goods for wholesale or e-commerce customers and upon purchase by retail customers.
Net revenue transactions are generally comprised of a single performance obligation for each individual product sold to customers through direct-to-consumer, and wholesale channels. Net revenue is measured based on a transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods to the customer.
DTC represents net revenue primarily from the Company’s website and direct product sales made from retail stores located in the US, Canada, France, and the United Kingdom. The Company manages and considers Online sales and Retail store sales as one collective DTC channel. Although sales data is captured separately at the transaction level, the Company reviews DTC channel performance on a combined basis for purposes of allocating resources and assessing customer behavior and business strategy. Wholesale and Other net revenue consists of sales made to third-party retailers such as department stores, online retailers and other wholesale partners, and other miscellaneous revenues such as sample sales and sales to distributors.
Net revenue in our DTC channel is driven by growth in the number of Active Customers and DTC Net Revenue per Customer. Net revenue in our Wholesale and Other channel is driven by the number of wholesale partners we sell to, the number of stores we are present in with each partner, and the average revenue per store.
Our focus on customer engagement drives our business and shapes how we evaluate net revenue performance. We measure our success through increases in Active Customer count and the depth of their spend, as measured by DTC Net Revenue per Customer. Because we manage a diverse array of products with thousands of SKUs at a broad range of price points, we believe analyzing volume and price does not provide a meaningful reflection of how we actively manage growth.
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At times, we will provide DTC organic growth, defined as the year-over-year percentage change in the aggregate of (1) sales for stores that have been open at least one year, (2) sales for pop-ups open during comparable periods of both years and concession locations open at least one year, and (3) online sales. Relocated stores are treated as new stores, while renovated stores are removed from the comparable base during closure and re-enter on the first day of the fiscal month following completion. Store closures remain in the comp base through the last full fiscal month of operations and are removed in the month of closure. In fiscal years following a 53-week year, the prior year period is shifted by one week to maintain calendar comparability. DTC organic growth was 15.2% in 2023, 17.5% in 2024, and 9.3% in 2025.
### Shipping and Handling Fees and Costs
Shipping and handling fees charged to customers are included in net revenues. Revenue is recognized and cost is accrued when control is transferred to the customer. Freight costs associated with shipping merchandise to and from customers are recorded within selling, general and administrative expenses.
### Cost of Goods Sold
Cost of goods sold includes all material, labor, import-related costs, and overhead costs incurred to manufacture or purchase the inventory. Cost of goods sold also includes other taxes, inbound freight costs, warehouse storage costs, inventory valuation adjustments, shrinkage, and other miscellaneous costs.
We expect our cost of goods sold to fluctuate as a percentage of net revenue primarily due to product mix from customer preferences, fluctuations in landed costs, and resulting demand and management of our inventory and merchandise mix. As we continue to grow, we expect our cost of goods sold to increase with revenue due to an increased number of orders and higher input costs, including the impact of tariffs. However, we maintain a geographically diverse supply chain that enables us to quickly adjust to optimize our cost of goods.
### Gross Profit and Gross Margin
Gross profit represents net revenue less cost of goods sold. Gross margin is gross profit expressed as a percentage of net revenue.
Over the past five years we have maintained an average gross margin above 60%. However, gross margin may fluctuate in the future based on a number of factors, including the average price and volume at which we sell our products through our two channels, level of discounting, and cost at which we can obtain, transport and manufacture our inventory, including the impact of tariffs.
We do not calculate channel-level gross profit or gross profit margins on a GAAP basis for our two revenue streams, DTC revenue and Wholesale and Other revenue, as these are not measures used internally by our chief operating decision maker to manage our business. We do not separately allocate resources on the basis of channel-specific GAAP gross profit margins. As a result, our accounting systems and management reporting processes have not been designed to separately capture or allocate all of the various components of the consolidated GAAP cost of goods amount segregated between the DTC and Wholesale and Other Revenue channels. Preparation of channel-specific GAAP gross profit margins would require creating arbitrary allocation models for shared indirect costs (such as manufacturing overhead, warehouse storage, and inventory valuation adjustments) that would rely on highly subjective assumptions. Because these arbitrary metrics would imply a level of precision that does not exist and does not align with how management evaluates performance, we believe presenting channel-level GAAP gross margins could be potentially misleading and may not provide a clear understanding of our financial results.
However, gross profit margins may be impacted in the future based on changes in the percentages of revenue attributable to our DTC and Wholesale and Other revenue channels. For example, our DTC channel allows us to sell products directly to consumers at full retail prices, whereas our Wholesale and Other channel has lower revenue per unit due to standard partner discounts. As such, a change in the percentages of revenue attributable to our DTC and Wholesale and Other revenue channel may impact our revenue per unit and gross margins.
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Marketing Expenses
Marketing expenses consist of brand and performance marketing, including digital content, editorial content, public relations, customer insights, as well as other marketing and advertising costs. We expect our marketing expenses to increase in absolute dollars over time and to fluctuate as a percentage of net revenue depending on the timing of major marketing campaigns and the anticipated growth of our business.
### Selling, General and Administrative Expenses
SG&A expenses primarily consist of employee-related costs including salaries, benefits, bonuses, and stock-based compensation for our corporate and store employees, costs associated with shipping merchandise to our stores and customers, information technology, credit card processing fees, lease and other operating costs for stores and corporate facilities, legal, a portion of depreciation of property and equipment, amortization of intangible assets, and other administrative costs associated with operating the business. We expect our SG&A to increase in absolute dollars over time and to fluctuate as a percentage of net revenue due to the anticipated growth of our business and additional costs associated with being a public company. Additionally, in the event of a change of control, we will recognize accelerated stock-based compensation expenses related to our time-based stock options and RSUs. Additionally, upon certain performance conditions being achieved, we may also recognize stock-based compensation for our performance-based stock options. For further information, see the section titled “— Critical Accounting Policies and Estimates.”
### Interest Expense
Interest expense primarily consists of interest expense associated with the Credit Agreement.
### Interest Income
Interest income consists primarily of interest generated from our cash and cash equivalents balances, and is recognized as earned. We expect our interest income to fluctuate based on our future bank balances and fluctuating interest rates.
### Other Income, Net
Other income, net, consists primarily of realized and unrealized gains and losses from foreign currency transactions and other income and expenses that are not part of our core operations. We expect our other income, net, to fluctuate primarily based on changes in the prevailing exchange rates between the U.S. dollar and the currencies of our international markets.
### Income Tax Provision
Income tax provision consists of income taxes related to foreign and domestic federal and state jurisdictions in which we conduct business, adjusted for allowable credits, deductions, and valuation allowance against deferred tax assets.
### Results of Operations
### Comparison of the Thirteen Weeks Ended March 28, 2026 and March 29, 2025
The following tables set forth our consolidated statements of operations data for the periods presented and as a percentage of net revenue.
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| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $112,300 | 100.0% | $86,091 | 100.0% | $26,209 | 30.4% |
| Cost of goods sold | 33,303 | 29.7 | 34,213 | 39.7 | (910) | (2.7) |
| Gross profit | 78,997 | 70.3 | 51,878 | 60.3 | 27,119 | 52.3 |
| Operating expenses | | | | | | |
| Marketing expenses | 9,453 | 8.4 | 8,542 | 9.9 | 911 | 10.7 |
| Selling, general, and administrative expenses | 82,384 | 73.4 | 47,243 | 54.9 | 35,141 | 74.4 |
| Total operating expenses | 91,837 | 81.8 | 55,785 | 64.8 | 36,052 | 64.6 |
| Income (loss) from operations | (12,840) | (11.4) | (3,907) | (4.5) | (8,933) | 228.6 |
| Other (expenses) income | | | | | | |
| Interest expense | (3,271) | (2.9) | (4,152) | (4.8) | 881 | (21.2) |
| Interest income | 313 | 0.3 | 655 | 0.8 | (342) | (52.2) |
| Other income, net | (255) | (0.2) | (73) | (0.1) | (182) | 249.0 |
| Total other (expense) income | (3,213) | (2.9) | (3,570) | (4.1) | 357 | (10.0) |
| Income (loss) before income taxes | (16,053) | (14.3) | (7,477) | (8.7) | (8,576) | 114.7 |
| Income tax benefit | (3,905) | (3.5) | (1,926) | (2.2) | (1,979) | 102.8 |
| Net income (loss) | $(12,148) | (10.8)% | $(5,551) | (6.4)% | $(6,597) | 118.8% |
### Net Revenue
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Direct-to-consumer (DTC) | $98,425 | $74,696 | $23,729 | 31.8% |
| Wholesale and Other | 13,875 | 11,395 | 2,480 | 21.8 |
| Net revenue | $112,300 | $86,091 | $26,209 | 30.4% |
Net revenue increased $26.2 million, or 30.4%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. This increase was driven by an increase in DTC net revenue of $23.7 million, or 31.8%, and an increase in Wholesale and Other net revenue of $2.5 million, or 21.8%.
DTC net revenue grew 31.8% for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The increase was driven by an increase in Active Customers during the quarter of 35.5%, partially offset by a reduction of DTC Net Revenue per Customer of (3.1)%. The growth in Active Customers was driven by an increase in customer retention and an increase in new customers. DTC Net Revenue per Customer declined primarily as a result of timing of orders shipped due to increased sales on pre-order.
Wholesale and Other net revenue grew 21.8% for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025, driven by increased demand from our existing wholesale partners and in the number of wholesale doors our products are sold.
### Cost of Goods Sold, Gross Profit, and Gross Margin
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Cost of goods sold | $33,303 | $34,213 | $(910) | (2.7)% |
| Gross profit | $78,997 | $51,878 | $27,119 | 52.3% |
| Gross margin | 70.3% | 60.3% | | 10.0% |
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Cost of goods sold decreased by $0.9 million, or 2.7%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The decrease in dollar terms was primarily driven by the recognition of a $15.0 million receivable related to our application for a refund of IEEPA tariffs on imported goods in which we were importer of record. Of the $15.0 million, $12.3 million was recorded as a reduction to cost of goods sold, of which $10.2 million related to sales recorded in 2025. This reduction was partially offset by the increased sales volume.
Gross profit increased by $27.1 million, or 52.3%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The increase was driven by an increase in revenue.
Gross margin, expressed as a percentage and calculated as gross profit divided by net revenue, increased from 60.3% for the thirteen weeks ended March 29, 2025, to 70.3% for the thirteen weeks ended March 28, 2026. The 1000 basis points increase was primarily due to the recognition of a receivable for a refund of IEEPA tariffs on imported goods, of which 904 basis points related to sales recorded in 2025, and strong full-price sales growth.
### Operating Expenses
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Marketing expenses | $9,453 | $8,542 | $911 | 10.7% |
| Selling, general, and administrative expenses | 82,384 | 47,243 | $35,141 | 74.4 |
| Total operating expenses | $91,837 | $55,785 | $36,052 | 64.6% |
| As a percentage of net revenue | 81.8% | 64.8% | | 17.0% |
Total operating expenses increased by $36.1 million, or 64.6%, during the first quarter of 2026 when compared to the first quarter of 2025. The increase in total operating expenses as a percentage of net revenue was driven by increases in selling, general and administrative expenses.
Marketing expenses
Marketing expenses increased $0.9 million, or 10.7%, for the thirteen weeks ended March 28, 2026 compared to the thirteen weeks ended March 29, 2025, due to increased investments to acquire new customers and retain returning customers to drive higher net revenue. As a percentage of net revenue, marketing expenses decreased from 9.9% of net revenue for the thirteen weeks ended March 29, 2025 to 8.4% of net revenue for the thirteen weeks ended March 28, 2026, driven by increased efficiencies in marketing spend.
Selling, general, and administrative expenses
SG&A expenses increased $35.1 million, or 74.4%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. As a percentage of net revenue, the other items identified earlier in this section were approximately 0.7% and 2.9% for the thirteen weeks ended March 28, 2026 and March 29, 2025, respectively. The increase was primarily due to the impact of a stock based compensation modification during the thirteen weeks ended March 28, 2026, which resulted in an incremental compensation expense of $23.8 million. The remaining increase was driven by increased selling and shipping expenses of $6.3 million due to higher sales volume and increased compensation and related benefits of $2.6 million, as a result of wage increases and headcount expansion due to new store additions and the relocation and upgrade of our new Los Angeles-based distribution center. As a percentage of net revenue, SG&A expenses were approximately 73.4% for the thirteen weeks ended March 28, 2026, compared to 54.9% for the thirteen weeks ended March 29, 2025, primarily due to the impact of stock based compensation modification during the thirteen weeks ended March 28, 2026.
### Interest Expense
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Interest expense | $(3,271) | $(4,152) | $881 | (21.2)% |
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Interest expense decreased by $0.9 million, or 21.2%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The decrease in interest expense was primarily due to lower average borrowings outstanding under the Existing Credit Facilities.
### Interest Income
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Interest income | $313 | $655 | $(342) | (52.2)% |
Interest income decreased $0.3 million, or 52.2%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. The decrease was driven by lower interest income due to lower average cash and cash equivalents balance during the quarter.
### Other (Expense) Income, Net
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Other (expense) income, net | $(255) | $(73) | $(182) | 249.3% |
Total other (expense) income, net, increased by $0.2 million, or 249.3%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29,2025. The increase was driven by increased foreign exchange transaction losses during the quarter.
### Income Tax Benefit
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Income tax benefit | $(3,905) | $(1,926) | $(1,979) | 102.8% |
| Effective tax rate | 24.3% | 25.8% | | (1.5)% |
Income tax benefit increased by $2.0 million, or 102.8%, for the thirteen weeks ended March 28, 2026, compared to the thirteen weeks ended March 29, 2025. Our effective tax rate decreased from 25.8% for the thirteen weeks ended March 29, 2025, to 24.3% for the thirteen weeks ended March 28, 2026. The increase in income tax benefit was primarily driven by the $8.6 million decrease in income before income tax expense. The decrease in the effective tax rate was driven by state and local income taxes including a remeasurement of the Company’s deferred tax assets and liabilities for changes in the state statutory rate.
### Comparison of the Years Ended December 27, 2025 and December 28, 2024
During 2025, we identified and corrected certain accounting immaterial adjustments related to 2024, primarily related to revenue and SG&A expenses on our consolidated statement of operations. The impacts of these revisions were not material to our financial statements. Information presented in the tables below for the year ended December 28, 2024 has been revised to reflect these corrections. See Note 1 of the consolidated financial statements included elsewhere in this prospectus for additional details.
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The following tables set forth our consolidated statements of operations data for the periods presented and as a percentage of net revenue.
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $507,104 | 100.0% | $438,157 | 100.0% | $68,947 | 15.7% |
| Cost of goods sold | 201,617 | 39.8 | 155,550 | 35.5 | 46,067 | 29.6 |
| Gross profit | 305,487 | 60.2 | 282,607 | 64.5 | 22,880 | 8.1 |
| Operating expenses | | | | | | |
| Marketing expenses | 44,532 | 8.8 | 38,371 | 8.8 | 6,161 | 16.1 |
| Selling, general, and administrative expenses | 232,137 | 45.8 | 191,579 | 43.7 | 40,558 | 21.2 |
| Total operating expenses | 276,669 | 54.6 | 229,950 | 52.5 | 46,719 | 20.3 |
| Income from operations | 28,818 | 5.7 | 52,657 | 12.0 | (23,839) | (45.3) |
| Other (expenses) income | | | | | | |
| Interest expense | (14,574) | (2.9) | (10,713) | (2.4) | (3,861) | 36.0 |
| Interest income | 1,840 | 0.4 | 3,003 | 0.7 | (1,163) | (38.7) |
| Other income, net | 773 | 0.2 | 730 | 0.2 | 43 | 5.9 |
| Total other (expense) income | (11,961) | (2.4) | (6,980) | (1.6) | (4,981) | 71.4 |
| Income before income taxes | 16,857 | 3.3 | 45,677 | 10.4 | (28,820) | (63.1) |
| Income tax provision | 4,219 | 0.8 | 12,747 | 2.9 | (8,528) | (66.9) |
| Net income | $12,638 | 2.5% | $32,930 | 7.5% | $(20,292) | (61.6)% |
### Net Revenue
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Direct-to-consumer (DTC) | $454,060 | $396,355 | $57,705 | 14.6% |
| Wholesale and Other | 53,044 | 41,802 | 11,242 | 26.9 |
| Net revenue | $507,104 | $438,157 | $68,947 | 15.7% |
Net revenue increased by $68.9 million, or 15.7%, in 2025 compared to 2024. The increase was driven by an increase in DTC net revenue of $57.7 million, or 14.6%, and an increase in Wholesale and Other net revenue of $11.2 million, or 26.9%.
DTC net revenue grew 14.6% in 2025 compared to 2024. The increase was driven by an increase in Active Customers of 14.4% during the period and an increase in DTC Net Revenue per Customer of 1.0%. The growth in Active Customers was a result of product and brand resonance, new customer acquisition and existing customer retention, as well as the opening of 15 new stores during 2025. These increases were partially offset by store closures resulting from the Los Angeles wildfires, planned store renovations and the scheduled closure of one temporary pop-up location. Since we manage and consider Online sales and Retail store sales as one collective DTC channel, DTC net revenue was impacted by these factors as a whole.
Wholesale and Other net revenue grew 26.9% during 2025, driven by increased demand from our existing wholesale partners and an increase in the number of wholesale doors in which our products are sold.
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Cost of Goods Sold, Gross Profit, and Gross Margin
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Cost of goods sold | $201,617 | $155,550 | $46,067 | 29.6% |
| Gross profit | $305,487 | $282,607 | $22,880 | 8.1% |
| Gross margin | 60.2% | 64.5% | | (4.3)% |
Cost of goods sold increased by $46.1 million, or 29.6%, in 2025 compared to 2024. The increase in dollar terms was primarily due to increased sales volume and increased product costs as a result of tariffs.
Gross profit increased by $22.9 million, or 8.1%, in 2025 compared to 2024. The increase was driven by the increase in net revenue.
Gross margin, expressed as a percentage and calculated as gross profit divided by net revenue, decreased to 60.2% in 2025 from 64.5% in 2024. The 430 basis points decrease was primarily due to the impact of IEEPA tariffs, which represented 364 basis points, and by a shift in calendar for our winter promotional event from the fourth quarter of 2024 to the first quarter of 2025. We intend to continue to maintain a geographically diverse supply chain to optimize our cost of goods and reduce the impact of future tariffs.
### Operating Expenses
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Marketing expenses | $44,532 | $38,371 | $6,161 | 16.1% |
| Selling, general, and administrative expenses | 232,137 | 191,579 | 40,558 | 21.2 |
| Total operating expenses | $276,669 | $229,950 | $46,719 | 20.3% |
| As a percentage of net revenue | 54.6% | 52.5% | | 2.1% |
Total operating expenses increased by $46.7 million, or 20.3%, during 2025 when compared to 2024. The increase in total operating expenses was driven by a $40.6 million, or 21.2%, increase in SG&A expenses and a $6.2 million, or 16.1%, increase in marketing expenses.
Marketing expenses
The increase in marketing expenses was driven by continued investment in new customer acquisition and retention of returning customers with brand and performance marketing initiatives. As a percentage of net revenue, marketing expenses were flat at 8.8% during 2025 compared to 2024.
Selling, general, and administrative expenses
The increase in SG&A expenses was primarily driven by increases in shipping and other selling expenses of $13.9 million, personnel and related expenses of $13.7 million, rent expense of $9.6 million, and depreciation and amortization of $3.1 million, as a result of increased headcount and an increase of 15 new stores, partially offset by the closure of the Pacific Palisades store. SG&A expenses include a $1.7 million expense from the bankruptcy of a significant department store customer, and $7.7 million of relocation costs for the opening of our new distribution center. In connection with the relocation of our distribution center, we vacated our prior facility in Vernon, California. We have sublet the prior facility to a third-party subtenant through the end of our lease term in August 2026. As a percentage of net revenue, the other items identified earlier in this section were approximately 2.8% and 0.8% for 2025 and 2024, respectively. As a percentage of net revenue, SG&A expenses increased to 45.8% during 2025 from 43.7% during 2024 as we made investments in our workforce, stores and supply chain and public company readiness costs.
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Interest Expense
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Interest expense | $(14,574) | $(10,713) | $(3,861) | 36.0% |
Interest expense increased $3.9 million in 2025 compared to 2024. The increase in interest expense was driven by higher interest incurred on borrowings under the Existing Credit Facilities which closed on May 2, 2024.
Interest Income
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Interest income | $1,840 | $3,003 | $(1,163) | (38.7)% |
Interest income decreased $1.2 million, or 38.7%, during 2025 compared to 2024. The decrease was driven by lower interest income due to the lower average cash and cash equivalents in the period.
Other Income, Net
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Other income, net | $773 | $730 | $43 | 5.9% |
Total other income, net, increased by less than $0.1 million, or 5.9%, during 2025 compared to 2024. The increase was driven by increases in foreign exchange transaction gains during 2025.
Income Tax Provision
| ($ in thousands) | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Income tax provision | $4,219 | $12,747 | $(8,528) | (66.9)% |
| Effective tax rate | 25.0% | 27.9% | | (2.9)% |
Income tax expense decreased by $8.5 million, or 66.9%, for 2025 compared to 2024. Our effective tax rate decreased from 27.9% in 2024 to 25.0% in 2025. This decrease in income tax expense was primarily driven by the $28.8 million decrease in income before income tax expense. The decrease in the effective tax rate was driven by state and local income taxes including a remeasurement of the Company’s deferred tax assets and liabilities for changes in the state statutory rate.
Comparison of the Years Ended December 28, 2024 and December 30, 2023
During 2025, we identified and corrected certain accounting immaterial adjustments, primarily related to revenue and SG&A expenses on our consolidated statement of operations. The impacts of these revisions were not material to our financial statements. Information presented in the tables below for the year ended December 28, 2024 and December 30, 2023 has been revised to reflect these corrections. See Note 1 of the consolidated financial statements included elsewhere in this prospectus.
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The following tables set forth our consolidated statements of operations data for the periods presented and as a percentage of net revenue.
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $438,157 | 100.0% | $359,523 | 100.0% | $78,634 | 21.9% |
| Cost of goods sold | 155,550 | 35.5 | 129,185 | 35.9 | 26,365 | 20.4 |
| Gross profit | 282,607 | 64.5 | 230,338 | 64.1 | 52,269 | 22.7 |
| Operating expenses | | | | | | |
| Marketing expenses | 38,371 | 8.8 | 33,685 | 9.4 | 4,686 | 13.9 |
| Selling, general, and administrative expenses | 191,579 | 43.7 | 159,076 | 44.2 | 32,503 | 20.4 |
| Total operating expenses | 229,950 | 52.5 | 192,761 | 53.6 | 37,189 | 19.3 |
| Income from operations | 52,657 | 12.0 | 37,577 | 10.5 | 15,080 | 40.1 |
| Other (expenses) income | | | | | | |
| Interest expense | (10,713) | (2.4) | — | — | (10,713) | — |
| Interest income | 3,003 | 0.7 | 1,052 | 0.3 | 1,951 | 185.5 |
| Other income, net | 730 | 0.2 | 123 | 0.0 | 607 | 493.5 |
| Total other (expense) income | (6,980) | (1.6) | 1,175 | 0.3 | (8,155) | (694.0) |
| Income before income taxes | 45,677 | 10.4 | 38,752 | 10.8 | 6,925 | 17.9 |
| Income tax provision | 12,747 | 2.9 | 14,866 | 4.1 | (2,119) | (14.3) |
| Net income | $32,930 | 7.5% | $23,886 | 6.6% | $9,044 | 37.9% |
### Net Revenue
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Direct-to-consumer (DTC) | $396,355 | $324,187 | $72,168 | 22.3% |
| Wholesale and Other | 41,802 | 35,336 | 6,466 | 18.3 |
| Net revenue | $438,157 | $359,523 | $78,634 | 21.9% |
Net revenue increased $78.6 million, or 21.9% in 2024 compared to 2023. The increase was driven by an increase in DTC net revenue of $72.2 million, or 22.3%, and an increase in Wholesale and Other net revenue of $6.5 million, or 18.3%.
DTC net revenue grew 22.3% in 2024 compared to 2023. The increase was driven by an increase in Active Customers of 13.4%, along with expansion of DTC Net Revenue per Customer of 7.2%. The growth in Active Customers was driven by an increase in customer retention and an increase in new customers. DTC Net Revenue per Customer growth was driven by increases for both new and returning customers.
Wholesale and Other net revenue grew 18.3% in 2024 compared to 2023, driven by increased demand from our existing wholesale partners and in the number of wholesale doors our products are sold.
Fiscal 2024 consisted of a 52-week fiscal year and fiscal 2023 consisted of a 53-week fiscal year, which may impact comparability of net revenue. Adjusted for the 53rd week, 2024 net revenue grew approximately 23% year-over-year compared to 2023.
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Cost of Goods Sold, Gross Profit and Gross Margin
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Cost of goods sold | $155,550 | $129,185 | $26,365 | 20.4% |
| Gross profit | 282,607 | 230,338 | 52,269 | 22.7% |
| Gross margin | 64.5% | 64.1% | | 0.4% |
Cost of goods sold increased by $26.4 million, or 20.4%, in 2024 compared to 2023. The increase in dollar terms was driven by increased sales volume.
Gross profit increased by $52.3 million, or 22.7%, in 2024 compared to 2023. The increase was driven by an increase in revenue and an increase in gross margin.
Gross margin, expressed as a percentage and calculated as gross profit divided by net revenue, increased from 64.1% in 2023 to 64.5% in 2024. Gross margin for 2024 was higher compared to the same period in the prior year primarily due to a shift in calendar for the winter promotional event from the fourth quarter of 2024 to the first quarter of 2025, partially offset by an increase in inventory reserves, and increased sales discounts associated with the growth of our wholesale channel.
### Operating Expenses
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Marketing expenses | $38,371 | $33,685 | $4,686 | 13.9% |
| Selling, general, and administrative expenses | 191,579 | 159,076 | 32,503 | 20.4 |
| Total operating expenses | $229,950 | $192,761 | $37,189 | 19.3% |
| As a percentage of net revenue | 52.5% | 53.6% | | (1.1)% |
The decrease in total operating expenses as a percentage of net revenue was driven by increased efficiencies in marketing spend.
Marketing expenses
Marketing expenses increased $4.7 million, or 13.9%, in 2024 compared to 2023, due to increased investments to acquire new customers and retain returning customers to drive higher net revenues. As a percentage of net revenue, marketing expenses decreased from 9.4% of net revenue in 2023 to 8.8% of net revenue in 2024, driven by increased efficiencies in marketing spend.
Selling, general, and administrative expenses
SG&A expenses increased $32.5 million, or 20.4%, in 2024 compared to 2023. As a percentage of net revenue, the other items identified earlier in this section were approximately 0.8% and nil for 2024 and 2023, respectively. The increase was driven by increases in compensation and related benefits, as a result of wage increases and headcount expansion due to new store additions and the relocation and upgrade of our new Los Angeles-based distribution center. Shipping expenses also increased due to increased sales volume. As a percentage of net revenue, SG&A expenses were approximately 43.7% versus 44.2% in 2023, as we were able to leverage our fixed costs while investing in our workforce, stores and supply chain.
### Interest Expense
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Interest expense | $(10,713) | — | $(10,713) | —% |
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Interest expense increased $10.7 million in 2024 compared to 2023. The increase was associated with borrowings under the Existing Credit Facilities entered into on May 2, 2024.
### Interest Income
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Interest income | $3,003 | $1,052 | $1,951 | 185.5% |
Interest income increased $2.0 million in 2024 compared to 2023. The increase was due to the increase in cash and cash equivalents and an increase in interest rates earned on our cash and cash equivalents deposits.
### Other Income, Net
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Other income, net | $730 | $123 | $607 | 493.5% |
Total other income, net, increased by $0.6 million primarily due to increases in foreign exchange transaction gains during 2024.
### Income Tax Provision
| ($ in thousands) | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 | Change / $ | Change / % |
| --- | --- | --- | --- | --- |
| Income tax provision | $12,747 | $14,866 | $(2,119) | (14.3)% |
| Effective tax rate | 27.9% | 38.4% | | (10.5)% |
Income tax expense decreased by $2.1 million, or 14.3%, for 2024 compared to 2023. Our effective tax rate decreased from 38.4% in 2023 to 27.9% in 2024. This decrease in income tax expense and effective tax rate was driven by state and local income taxes including a remeasurement of the Company’s deferred tax assets and liabilities in the amount of $3.7 million due to changes in guidance regarding the application of California tax law during 2023 which increased the state statutory rate to 7.7%.
### Non-GAAP Financial Measures
In addition to our consolidated financial statements, which are prepared in accordance with GAAP, we present certain non-GAAP measures in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our operating performance.
The following table summarizes our key financial metrics and non-GAAP financial measures for the periods presented:
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Fiscal Years Ended / December 27, 2025 | Fiscal Years Ended / December 28, 2024 | Fiscal Years Ended / December 30, 2023 |
| --- | --- | --- | --- | --- | --- |
| Net revenue | $112,300 | $86,091 | $507,104 | $438,157 | $359,523 |
| Net income (loss) | $(12,148) | $(5,551) | $12,638 | $32,930 | $23,886 |
| Adjusted EBITDA(1) | $15,855 | $(322) | $44,996 | $67,868 | $49,272 |
| Adjusted EBITDA margin(2) | 14.1% | (0.4)% | 8.9% | 15.5% | 13.7% |
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(1)
We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing core operations.
(2)
We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue.
### Adjusted EBITDA and Adjusted EBITDA margin
We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing core operations. We define Adjusted EBITDA margin as Adjusted EBITDA as a percentage of net revenue. Adjusted EBITDA and Adjusted EBITDA margin are not measurements of our financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA and Adjusted EBITDA margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate Adjusted EBITDA and Adjusted EBITDA margin in the same manner. We present Adjusted EBITDA and Adjusted EBITDA margin because we consider these metrics to be important supplemental measures of our performance and believe that both measures are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.
Management uses Adjusted EBITDA and Adjusted EBITDA margin:
- as measurements of operating performance because they assist us in comparing the operating performance of our business on a consistent basis, since they remove the impact of items not directly resulting from our core operations;
- for planning purposes, including the preparation of our internal annual operating budget and financial projections; and
- to evaluate the performance and effectiveness of our operational strategies.
By providing these non-GAAP financial measures, together with a reconciliation to the most directly comparable GAAP measure, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and should not be considered in isolation, or as alternatives to, or substitutes for net income or other financial statement data presented in our consolidated financial statements as indicators of financial performance. Some of the limitations are:
- Adjusted EBITDA does not reflect all our cash expenditures, or future requirements for capital expenditures, or contractual commitments;
- Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
- Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
- Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes;
- although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and
- other companies in our industry may calculate such measures differently than we do, limiting their usefulness as comparative measures.
Due to these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as measures of discretionary cash available to us to invest in the growth of our business. We compensate for
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these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments to exclude the impact of interest, income tax provision (benefit), depreciation and amortization, stock-based compensation expense, transaction costs, and other costs. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and may complicate comparisons of our internal results of operations and results of operations of other companies over time. In addition, Adjusted EBITDA includes adjustments for other items that we do not expect to regularly record following this offering. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.
The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures, net income (loss) and net income (loss) margin, for the periods presented:
| ($ in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 |
| --- | --- | --- | --- | --- | --- |
| Net income (loss) | $(12,148) | $(5,551) | $12,638 | $32,930 | $23,886 |
| Interest and other expense (income) | 3,213 | 3,570 | 11,961 | 6,980 | (1,175) |
| Income tax provision (benefit) | (3,905) | (1,926) | 4,219 | 12,747 | 14,866 |
| Depreciation and amortization | 4,162 | 2,861 | 13,173 | 10,099 | 8,480 |
| Stock-based compensation expense(1) | 24,071 | 309 | 1,095 | 1,161 | 1,908 |
| Transaction costs(2) | 375 | 375 | 768 | 3,462 | 35 |
| Legal costs(3) | 71 | 13 | 986 | 54 | 507 |
| Other one-time costs(4) | 16 | 27 | 156 | 435 | 765 |
| Adjusted EBITDA | $15,855 | $(322) | $44,996 | $67,868 | $49,272 |
| Net revenue | 112,300 | 86,091 | 507,104 | 438,157 | 359,523 |
| Net income (loss) margin | (10.8)% | (6.4)% | 2.5% | 7.5% | 6.6% |
| Adjusted EBITDA margin | 14.1% | (0.4)% | 8.9% | 15.5% | 13.7% |
(1)
Represents non-cash expenses related to equity-based compensation programs, which may vary significantly from period to period depending on various factors including the timing, number, and the valuation of awards granted, vesting of awards including the satisfaction of performance conditions, and the impact of repurchases of awards from employees.
(2)
Represents costs incurred in connection with pursuing various strategic alternatives, including legal and accounting costs directly attributable to preparing for an IPO, and other strategic sell side and investment alternatives.
(3)
Represents one-time legal costs and settlements.
(4)
Represents one-time costs directly attributable to activities that are not indicative of our ongoing core operations, including, but not limited to, system implementation and duplicative expenses associated with store relocation.
### Unaudited Quarterly Results of Operations Data
The following table sets forth unaudited quarterly consolidated statements of operations data for each of the eight quarters presented. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. These quarterly results are not necessarily indicative of our operating results to be expected for fiscal 2026 or any other future period. This data should be read in conjunction with our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus, as well as “— Non-GAAP Financial Measures.”
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| Statements of Operations Data | 13 Weeks Ended / March 28, 2026 / (unaudited, in thousands) | 13 Weeks Ended / December 27, 2025 / (unaudited, in thousands) | 13 Weeks Ended / September 27, 2025 / (unaudited, in thousands) | 13 Weeks Ended / June 28, 2025 / (unaudited, in thousands) | 13 Weeks Ended / March 29, 2025 / (unaudited, in thousands) | 13 Weeks Ended / December 28, 2024 / (unaudited, in thousands) | 13 Weeks Ended / September 28, 2024 / (unaudited, in thousands) | 13 Weeks Ended / June 29, 2024 / (unaudited, in thousands) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $112,300 | $150,225 | $145,715 | $125,073 | $86,091 | $121,241 | $130,920 | $113,842 |
| Gross profit | 78,997 | 88,655 | 84,388 | 80,566 | 51,878 | 74,901 | 82,082 | 79,140 |
| Gross profit as a percentage of net revenue | 70.3% | 59.0% | 57.9% | 64.4% | 60.3% | 61.8% | 62.7% | 69.5% |
| Net income (loss) | $(12,148) | $6,306 | $4,968 | $6,915 | $(5,551) | $5,522 | $8,744 | $15,212 |
| Net income (loss) margin | (10.8)% | 4.2% | 3.4% | 5.5% | (6.4)% | 4.6% | 6.7% | 13.4% |
| Non-GAAP Financial Measures | | | | | | | | |
| Adjusted EBITDA | $15,855 | $14,741 | $14,061 | $16,516 | $(322) | $13,211 | $22,570 | $25,282 |
| Adjusted EBITDA margin | 14.1% | 9.8% | 9.6% | 13.2% | (0.4)% | 10.9% | 17.2% | 22.2% |
The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP measures, net income (loss) and net income (loss) margin, for the periods presented:
| (in thousands except percentages) / Adjusted EBITDA | 13 Weeks Ended / March 28, 2026 / (unaudited, in thousands) | 13 Weeks Ended / December 27, 2025 / (unaudited, in thousands) | 13 Weeks Ended / September 27, 2025 / (unaudited, in thousands) | 13 Weeks Ended / June 28, 2025 / (unaudited, in thousands) | 13 Weeks Ended / March 29, 2025 / (unaudited, in thousands) | 13 Weeks Ended / December 28, 2024 / (unaudited, in thousands) | 13 Weeks Ended / September 28, 2024 / (unaudited, in thousands) | 13 Weeks Ended / June 29, 2024 / (unaudited, in thousands) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) | $(12,148) | $6,306 | $4,968 | $6,915 | $(5,551) | $5,522 | $8,744 | $15,212 |
| Interest and other expense (income) | 3,213 | 1,964 | 3,114 | 3,313 | 3,570 | 1,931 | 4,027 | 1,603 |
| Income tax provision (benefit) | (3,905) | 1,702 | 2,083 | 2,360 | (1,926) | 2,265 | 3,763 | 5,307 |
| Depreciation and amortization | 4,162 | 3,910 | 3,387 | 3,015 | 2,861 | 2,750 | 2,690 | 2,434 |
| Stock-based compensation expense(1) | 24,071 | 238 | 289 | 259 | 309 | 297 | 371 | 262 |
| Transaction costs(2) | 375 | — | — | 393 | 375 | 188 | 2,888 | 384 |
| Legal costs(3) | 71 | 615 | 209 | 149 | 13 | (164) | 87 | 80 |
| Other one-time costs(4) | 16 | 6 | 11 | 112 | 27 | 422 | — | — |
| Adjusted EBITDA | $15,855 | $14,741 | $14,061 | $16,516 | $(322) | $13,211 | $22,570 | $25,282 |
| Net revenue | $112,300 | $150,225 | $145,715 | $125,073 | $86,091 | $121,241 | $130,920 | $113,842 |
| Net income (loss) margin | (10.8)% | 4.2% | 3.4% | 5.5% | (6.4)% | 4.6% | 6.7% | 13.4% |
| Adjusted EBITDA margin | 14.1% | 9.8% | 9.6% | 13.2% | (0.4)% | 10.9% | 17.2% | 22.2% |
(1)
Represents non-cash expenses related to equity-based compensation programs, which may vary significantly from period to period depending on various factors including the timing, number, and the valuation of awards granted, vesting of awards including the satisfaction of performance conditions, and the impact of repurchases of awards from employees.
(2)
Represents costs incurred in connection with pursuing various strategic alternatives, including legal and accounting costs directly attributable to preparing for an IPO, and other strategic sell side and investment alternatives.
(3)
Represents one-time legal costs and settlements.
(4)
Represents one-time costs directly attributable to activities that are not indicative of our ongoing core operations, including, but not limited to, system implementation and duplicative expenses associated with store relocation.
### Liquidity and Capital Resources
As of March 28, 2026, we had cash and cash equivalents of $41.2 million. Our operations have been funded through cash flows from our operating activities, including the sale of our products.
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Our primary liquidity requirements are to fund our operations and other general corporate purposes and to service our debt. Our ability to generate cash from our operations depends on our future operating performance, which is dependent, to some extent, on general economic, financial, competitive, market, legislative, regulatory and other factors, many of which are beyond our control, as well as other factors including those discussed in this section and the section entitled “Risk Factors.” We believe our existing cash and cash equivalents, funds available under our revolving credit facility, and cash flows from operating activities will be sufficient to fund our operations for at least the next 12 months. The following tables show our cash and cash equivalents, accounts receivable and working capital as of the dates indicated:
| (in thousands) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Cash and cash equivalents | $41,217 | $65,473 |
| Accounts receivable, net | 16,820 | 18,407 |
| Net working capital | $58,861 | $54,769 |
Subsequent to March 28, 2026, we received $15.3 million cash refund for IEEPA tariffs previously paid as part of Phase 1 of the U.S. Customs and Border Protection Consolidated Administration and Process of Entries refund process.
Our future capital requirements will depend on many factors, including, but not limited to, revenue growth rate, growth in the number of stores, expansion of our geographies and product offerings, ability to execute new marketing initiatives, and the timing of investments in technology and personnel to support the overall growth in our business. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. There can be no assurances that we will be able to raise additional capital. In the event additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. If we are unable to raise additional capital when required or on favorable terms, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, financial condition, and cash flows would be adversely affected.
### Credit Facility
On March 28, 2026, the Borrower and certain of its subsidiaries entered into a senior secured credit facility, consisting of a five-year, $165.0 million term loan facility and a five-year, $30.0 million revolving credit facility (collectively, the “Existing Credit Facilities”).
On June 17, 2026, the Borrower and certain of its subsidiaries entered into an amendment to the Existing Credit Agreement, which, among other things, (i) provides for additional term loans in the aggregate principal amount of $92.0 million (collectively with the Existing Credit Facilities, the “Credit Facilities”), (ii) extends the maturity applicable to the Credit Facilities to June 17, 2031 and (iii) includes a revised amortization schedule applicable to all outstanding term loans after giving effect to the amendment (as described below). On June 17, 2026, the Borrower borrowed $92.0 million of additional term loans pursuant to the new term loan commitments, which are subject to substantially the same terms as the existing term loans previously incurred under the Credit Agreement, as amended by the amendment. Borrowings under the Credit Facilities bear interest at a rate per annum equal to, at the borrower’s option, either (a) a term benchmark rate plus an applicable margin of 3.75%, or (b) an alternate base rate plus an applicable margin of 2.75%. All term benchmark rates are subject to a 0.00% floor. Alternative base rate interest rates are subject to a 1.00% floor.
The borrower is required to pay (i) a commitment fee based on the daily unused portion of the revolving credit facility equal to 0.50% per annum and (ii) customary fees to each issuer of a letter of credit provided under the Credit Agreement.
In addition to required interest payments, beginning on March 31, 2027, the term loans outstanding under the Credit Agreement will be subject to quarterly amortization payments equal to the initial principal amount of the term loans, multiplied by (i) for the period ending March 31, 2027 through December 31,
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2027, 0.625% per quarter, (ii) for the period ended March 31, 2028 through December 31, 2030, 1.25% per quarter and (iii) for the periods ended March 31, 2031 until the Credit Facilities mature, 1.875% per quarter. Upon the completion of a qualifying initial public offering, the required repayment percentage will step down to 0.625% per quarter until the Credit Facilities mature.
The Credit Agreement also contains customary representations and warranties, affirmative and negative covenants and restrictive covenants for facilities of this type. The restrictive covenants limit the borrower and its subsidiaries’ ability to, among other things, incur indebtedness, create liens, make restricted payments, make cash payments on junior financing, make investments, merge, amalgamate or consolidate, dispose of assets, enter into transactions with affiliates and enter into sale and lease back transactions, in each case subject to customary materiality thresholds and other exceptions. The Credit Agreement also provides for customary events of default. The obligations under the Credit Facilities are guaranteed by REF Holdings, Inc. and certain of the borrower’s material, wholly owned domestic subsidiaries and secured by a first-priority lien on substantially all assets of REF Holdings, Inc., the borrower and certain of the borrower’s material, wholly owned subsidiaries, in each case, subject to certain customary exceptions and exclusions.
The borrower is subject to financial maintenance covenants which are measured on a quarterly basis. The borrower was in compliance with all financial covenants contained in its debt agreements as of March 28, 2026, December 27, 2025, and December 28, 2024. See Note 7 to our consolidated financial statements included elsewhere in this prospectus for additional details.
Holding Company Status
We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash distributions and other transfers from our subsidiaries to meet our obligations and to make future dividend payments, if any. The Credit Facilities contain covenants restricting payments of dividends by our subsidiaries, including REF Holdings, Inc., unless certain conditions are met. These covenants provide for certain exceptions for specific types of payments.
Based on these restrictions, substantially all of the net assets of the Company were restricted pursuant to the terms of the Existing Credit Facilities as of March 28, 2026. Since the restricted net assets of REF Holdings, Inc. and its subsidiaries exceed 25% of our consolidated net assets, in accordance with Regulation S-X, refer to our audited consolidated financial statements included elsewhere in this prospectus for condensed parent company financial information of Reformation Inc. and its subsidiaries.
### Cash Flows
The following table summarizes our cash flows for the periods indicated:
| (in thousands) | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Fiscal Year Ended / December 27, 2025 | Fiscal Year Ended / December 28, 2024 | Fiscal Year Ended / December 30, 2023 |
| --- | --- | --- | --- | --- | --- |
| Net cash (used in) provided by operating activities | $(17,197) | $(23,529) | $26,670 | $44,265 | $37,808 |
| Net cash used in investing activities | (4,821) | (7,149) | (44,543) | (26,149) | (13,692) |
| Net cash (used in) provided by financing activities | (2,021) | (971) | (5,156) | (6,399) | 29 |
| Effect of exchange rate changes on cash and cash equivalents | (217) | 159 | 824 | (542) | 160 |
| Net increase (decrease) in cash and cash equivalents | $(24,256) | $(31,490) | $(22,205) | $11,175 | $24,305 |
Cash Flows Provided By Operating Activities
Net cash used by operating activities was $17.2 million for the thirteen weeks ended March 28, 2026, representing a $6.3 million decrease in cash used from the thirteen weeks ended March 29, 2025. This decrease in cash used was primarily driven by the impact of a $17.1 million change in net income and non-cash
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adjustments related to depreciation, stock-based compensation expense, operating lease right-of-use assets, and deferred income taxes and a $0.9 million change in operating lease liabilities. This impact was partially offset by an approximate $11.7 million impact from changes in operating working capital primarily driven by increases in accounts receivable and IEEPA tariff receivable. The increase in accounts receivable and IEEPA tariff receivable was primarily attributable to the recognition of a $15.0 million receivable for IEEPA tariffs refunds on imported goods in which we were importer of record.
Net cash provided by operating activities was $26.7 million for 2025, representing a $17.6 million decline from 2024. This decrease was primarily attributable to a $20.3 million decline in net income, which was significantly impacted by tariff-related costs, and a $7.1 million increase in cash lease payments resulting from the addition of 15 new retail stores and the relocation of our distribution center. Additionally, cash flows were affected by unfavorable fluctuations in operating working capital of $3.4 million, driven largely by higher accounts receivable balances associated with growth in our Wholesale and Other channels. These impacts were partially offset by a $13.3 million year-over-year increase in non-cash adjustments to net income, including depreciation, amortization, and stock-based compensation.
Net cash provided by operating activities was $44.3 million for 2024, an increase of $6.5 million compared to $37.8 million for 2023. The increase was primarily driven by a $9.0 million improvement in net income, adjusted by year-over-year increase in non-cash items of $0.8 million, reflecting our continued growth. This growth was partially offset by a $2.4 million unfavorable fluctuation in operating working capital, which was largely driven by increases in inventory purchases to support higher sales volume and new store openings. Cash used for operating lease payments increased to $9.9 million, up from $8.9 million in the prior year, as we continued to expand our physical retail footprint.
Cash Flows Used In Investing Activities
Our primary investing activities have consisted of purchases of property and equipment to support our distribution center relocation, store footprint expansion and our overall business growth. Purchases of property and equipment may vary from period-to-period due to timing of the expansion of our operations.
For the thirteen weeks ended March 28, 2026 and March 29, 2025, net cash used in investing activities was $4.8 million and $7.1 million, respectively, which was primarily related to our investment in our relocated distribution center and the build-out of new stores.
For 2025, 2024, and 2023, net cash used in investing activities was $44.5 million, $26.1 million, and $13.7 million, respectively, related to purchases of property and equipment to support our growth, primarily related to our $27.0 million investment in our relocated distribution center and the build-out of new stores.
Cash Flows (Used In) Provided By Financing Activities
Our financing activities primarily consist of repurchases of our common stock, proceeds from the exercise of stock options, tax withholdings on share-based payment awards and borrowings and repayments related to the existing term loan and line of credit, when applicable.
For the thirteen weeks ended March 28, 2026 and March 29, 2025, net cash used in financing activities was $2.0 million and $1.0 million, respectively, which was primarily related to the principal payments of our term loan.
For 2025, net cash used in financing activities was $5.2 million, which was primarily related to the principal payments of our term loan.
For 2024, net cash used in financing activities was $6.4 million, which was primarily related to $161.0 million in borrowings from the Existing Credit Facilities and $0.4 million in proceeds from the exercise of stock options, offset by a payment of $165.5 million for the repurchase of common stock from stockholders, principal repayments of $1.0 million, and the payment of debt issuance costs of $1.3 million.
For 2023, net cash provided by financing activities was $29 thousand.
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Contractual Obligations and Commitments
Our operating lease commitments relate primarily to our store, warehouse, distribution and office locations. The Company’s lease terms may include options to extend or terminate the lease and are, therefore, included in the operating lease right-of-use assets and operating lease liabilities when such options are reasonably certain to be exercised. These leases expire on various dates through 2040. For additional discussion on our operating lease obligations, see Note 13 to our audited consolidated financial statements included elsewhere in this prospectus.
The term loans require quarterly principal and interest payments, with any remaining unpaid principal and any accrued and unpaid interest due on the maturity date of June 17, 2031. The Credit Facilities may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period. As of the first quarter of 2026, the outstanding principal balance of the term loans was $156.8 million and the carrying value was $154.1 million, net of unamortized debt issuance costs of $2.6 million.
Purchase obligations primarily include agreements for a licensed platform with minimum usage commitments. Purchase obligations do not include agreements that are cancelable without penalty.
### Off-Balance Sheet Arrangements
We enter into standby letters of credit to secure certain leases in lieu of a cash security deposit. We had issued letters of credit of $3.6 million as of the first quarter of 2026, under the Existing Credit Facilities. We did not have any other off-balance sheet arrangements as of the first quarter of 2026.
### Critical Accounting Policies and Estimates
Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus are prepared in accordance with GAAP. The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of our operations. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of our other significant accounting policies.
### Inventories
Inventories are stated at the lower of cost or net realizable value. On an ongoing basis, inventories are evaluated for obsolescence and slow-moving items. If our review indicates a reduction in utility below carrying value, inventories are reduced to a new cost basis. We analyze the quantity of inventory on hand, the historical selling price, the quality and age of the inventory, the intended sales channel and the expected sales price and cost of making the sale when evaluating the value of our inventory. If the sales volume or sales price of specific products declines, additional write-downs may be required. As of March 28, 2026 and December 27, 2025, the net carrying value of our inventories was $70.8 million and $60.6 million, respectively, which included provisions for obsolete and damaged inventory of $15.4 million and $14.5 million, respectively.
The provision for obsolete and damaged inventory is primarily driven by our systematic evaluation of inventory aging and product demand. Our provision reflects the high velocity of our product lifecycles and the inherent seasonality of our business. This estimate incorporates our just-in-time inventory management practices and reflects historical recovery rates on seasonal products and styles flagged for markdown.
### Net Revenue
We record revenue at the transaction price which is measured as the amount of consideration we anticipate receiving in exchange for selling product to customers. Revenue is recognized as the net amount
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estimated to be received after deducting estimated or known amounts for sales returns and chargebacks. Variable consideration is estimated using the expected value method based primarily on historical utilization and redemption rates. The determination of our sales return reserves involves the estimation of expected return rates based on historical trends and seasonal fluctuations. Our estimates are primarily driven by our standard return policy, which allows customers the right to return products within 30 days of the purchase date. Estimates are reviewed regularly until product returns are realized and the result of any such adjustments are known. We believe the estimation policy is appropriate and reflects the amount of net revenue we expect to realize for a sales transaction based on the expected value method.
We account for gift card transactions by recording a contract liability at the time gift cards are issued to the customer in exchange for consideration from the customer. Contract liabilities for customer gift cards remain on our books until the gift card is redeemed by the customer, at which time we record the redemption of the gift card for merchandise as net revenue. Gift cards do not have an expiration date. We determine the probability of gift cards being redeemed based on historical redemption patterns and recognize net revenue on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage).
### Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in an acquisition. Goodwill and indefinite-lived intangible assets (Trade Name) are located within the United States and are reviewed for impairment at least annually on August 29th and may be reviewed more frequently if a triggering event is identified (i.e. certain events occur or circumstances change).
Goodwill and trade name were recorded in connection with the acquisition of 100% of the outstanding equity interest of LYMI Inc. and its subsidiaries by REF Topco, Inc. on August 26, 2019. Under the terms of this acquisition, Permira acquired a 65% controlling interest in the Company. Pursuant to the acquisition, we performed a purchase price allocation, which resulted in the recognition of $209.4 million in goodwill and $309.1 million in identifiable trade name intangible assets. These amounts have remained unchanged since the acquisition date, as no impairment has been recorded to date.
We first assess qualitative factors to determine whether a quantitative impairment test is necessary. Further testing is only required if we determine, based on the qualitative assessment, that it is more-likely-than-not that the fair value is less than its carrying amount. If we determine that the fair value of our reporting unit is less than the carrying value, a goodwill impairment loss is recognized in the amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. For indefinite-lived intangibles, if it is determined that it is more-likely-than-not that the fair value is less than the carrying value, we will estimate the fair value, usually determined by the estimated discounted future cash flows of the asset and compare that value with its carrying amount. If the carrying value of the intangible asset exceeds the fair value, we recognize an impairment charge equal to the difference.
We have a single reporting unit for goodwill impairment testing, which is consistent with our single operating segment. Our most recent goodwill impairment test consisted of a qualitative assessment. In performing this qualitative assessment, we evaluated macroeconomic conditions, industry and market considerations, cost factors, and overall financial performance to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. Based on this qualitative assessment, we determined that it is more likely than not that the fair value of our reporting unit exceeds its carrying amount, therefore, we recognized no impairment loss.
### Stock-Based Compensation
We recognize compensation expense for stock-based awards based on the grant date fair value, on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of the outstanding stock awards. Compensation expense for awards with an implied performance vesting condition and market condition is recognized when it is determined that it is probable that the vesting condition will be satisfied.
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We use the Black-Scholes valuation method to determine the grant date fair value of our timed-based option compensation and a Monte Carlo simulation model to determine the grant date fair value of our market and implied performance-based option compensation. These assumptions include estimating the expected term, or the length of time employees will retain their vested stock options before exercising them, the estimated volatility of our common stock price over the expected term, the fair value of our stock, the risk-free interest rate, and the expected dividend yield. Changes in these assumptions can materially affect the estimate of fair value of stock-based compensation. We account for forfeitures as they occur.
Compensation expense for service-based awards is recognized on a straight-line basis over the service period, subject to minimum recognition of at least the amount of compensation expense that is legally vested. Compensation expense for awards with performance conditions and market conditions are recognized when we conclude it is probable the condition will be met.
The following range of assumptions was used for time-based stock options granted during the thirteen weeks ended March 28, 2026 and March 29, 2025, and the years ended December 27, 2025 and December 28, 2024, respectively:
| Line item | Thirteen Weeks Ended / March 28, 2026 | Thirteen Weeks Ended / March 29, 2025 | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 |
| --- | --- | --- | --- | --- |
| Expected term (years) | 0.3 | 0.7 | 0.6 | 1.0 |
| Expected volatility | 45.0% | 40.0% | 40.0% | 38.0% |
| Risk-free interest rates | 3.76% | 4.23% | 4.24% | 5.16% |
| Weighted-average grant date fair value per share | — | $2.84 | $2.70 | $6.66 |
The weighted-average grant-date fair value of performance-based options granted under the 2019 Plan was nil, $2.31, $6.17, and $1.98 for the quarter ended March 28, 2026 and the years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively.
During the fiscal year ended December 27, 2025, our board of directors granted RSUs to certain employees outside of the 2019 Plan.
The awards contain both a service condition and a performance-based condition. Under the service condition, the awards vest over a period of three or four years. The performance condition accelerates vesting upon the occurrence of a “change in control” (as defined in the applicable RSU agreement), which includes a sale of common stock that results in Permira owning less than 50% of the issued and outstanding shares of common stock of the Company, or an IPO. The awards would be forfeited if no change in control or IPO occurs within seven years following the grant date. No expense has been recognized for the fiscal year ended December 27, 2025, as the performance condition is not deemed probable. As of March 28, 2026, there was $5.1 million of unrecognized compensation cost related to unvested RSUs. See Note 10 to our consolidated financial statements included elsewhere in this prospectus for additional details.
### Common Stock Valuations
Because our common stock has not historically been publicly traded, our board of directors has exercised significant judgment in determining the fair value of our common stock on the date of each stock-based grant, with input from management, and based on several objective and subjective factors. In determining the fair value of our common stock, our board of directors considered our operating and financial performance, our stage of development and current business conditions, and projections affecting our business. Such conditions and projections include revenue growth and profitability, the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as a qualified public offering or sale of our company, in light of prevailing market conditions, any adjustment necessary to recognize a lack of a liquid trading market for our common stock, the market performance of comparable publicly traded companies, and the overall U.S. economic, regulatory, and capital market conditions.
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In valuing our common stock, we first determined the equity value using both the income and market approach valuation methods. We then allocated the equity value to our classes of stock using an option-pricing model (“OPM”), or Probability Weighted Expected Return Method (“PWERM”).
The income approach estimates equity value based on the expectation of future cash flows that a company will generate. These future cash flows, and an assumed terminal value, are discounted to their present values using a discount rate based on a weighted-average cost of capital that reflects the risks inherent in the cash flows. The market approach estimates equity value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial forecasts to estimate the value of the subject company.
Once we determined an equity value, we used a combination of approaches to allocate the equity value to each of our classes of stock. We have historically used the OPM, and more recently used the OPM in combination with the PWERM. The OPM allocates values to each equity class by creating a series of call options on our equity value, with exercise prices based on the liquidation preferences, participation rights, and strike prices of the equity instruments. Using the PWERM, the value of our common stock is estimated based upon a probability-weighted analysis of varying values for our common stock assuming possible future events, which include an initial public offering, merger or sale, dissolution, or continued operation as a private company. In determining the estimated fair value of our common stock, we considered the fact that our stockholders could not freely trade our common stock in the public markets.
Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, and cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock.
Following this offering, it will not be necessary to estimate the fair value of our common stock, as the shares will be traded in the public market, and the fair value of our common stock will be based on the closing price as reported by the NYSE.
### Income Taxes
We are taxed as a C corporation under the Internal Revenue Code. We file a federal tax return and certain state tax returns. The income tax provision consists of both federal and state taxes.
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of the tax law.
We record net deferred tax assets to the extent that management believes these assets will more-likely-than-not be realized. In making such determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projections of future taxable income, tax planning strategies, and recent financial operations. In the event we determine we will not be able to realize a portion of the deferred income tax assets in the future, we will record a valuation allowance which would increase the income tax provision.
We recognize the tax benefit from uncertain tax positions only if it is more-likely-than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We recognize interest and penalties related to income tax matters in SG&A.
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Management makes estimates, assumptions, and judgments to determine our income tax provision, deferred tax assets and liabilities, and any valuation allowance recorded against deferred tax assets. Our policy is to recognize interest and penalties expense, if any, related to unrecognized tax benefits as a component of income tax expense.
### Recent Accounting Pronouncements
See Note 2 to our consolidated financial statements included elsewhere in this prospectus for a description of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted.
### Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. These risks include the following:
### Foreign Exchange Risk
Our net revenue is primarily denominated in U.S. dollars, with some denominated in foreign currencies, and a portion of our operating expenses are incurred outside the United States, denominated in foreign currencies. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates, particularly changes in the Canadian Dollar, Euro and British Pound, or weak economic conditions in foreign markets. We are exposed to changes in foreign currency rates as a result of our foreign operations and international suppliers from whom we purchase primarily in US dollars. Revenue and income generated by our operations in Canada, France and the United Kingdom will increase or decrease compared to prior periods as a result of changes in foreign currency exchange rates. As of March 28, 2026, December 27, 2025 and December 28, 2024, foreign currency transaction gains and losses have not been material to our consolidated financial statements, and we have not engaged in any foreign currency hedging transactions.
### Interest Rate Risk
Our cash and cash equivalents as of March 28, 2026, consisted of $41.2 million in cash and cash equivalents. Such interest-earning instruments carry a degree of interest rate risk. The goals of our investment policy are liquidity and capital preservation. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate exposure. We believe that we do not have any material exposure to changes in the fair value of these assets as a result of changes in interest rates due to the short-term nature of our cash and cash equivalents.
Our exposure to interest rate risk is related to the Credit Facilities. The Credit Facilities bear interest based on floating reference rates. A 100 basis point increase in market interest rates would have a negative effect on net profit in the amount of $1.2 million for 2025. A 100 basis point decrease in market interest rates would have an approximately equal and opposite effect. The revolving credit facility is currently not utilized and therefore has no impact on interest costs at present.
### Inflation Risk
Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our results of operations. We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. We continue to monitor the impact of inflation in order to minimize its effects through pricing strategies, productivity improvements and cost reductions. If our costs become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition, and results of operations.
### Emerging Growth Company Status
We are currently an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as
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those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
### Controls and Procedures
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are currently in the process of reviewing, documenting, and testing our internal control over financial reporting.
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BUSINESS
Hi. We’re Reformation, the largest sustainable womenswear brand on the planet (that we know of, anyways). Since 2009, we’ve been on a mission to bring beautiful, sustainable fashion to everyone and look damn good doing it.
We make timeless, modern apparel and accessories that instill confidence and generate deep brand love from our loyal customers spanning generations and geographies. Our goal is to have a positive impact on people and the planet and prove that it’s possible to build a global fashion brand that delivers both impressive financial and environmental results. From 2015 to 2025, we grew net revenue at a CAGR of 34%, reaching over half a billion dollars of net revenue and over one million Active Customers, all while boasting strong margins. In 2026, our momentum has continued, with net revenue growing 30% during the first quarter of 2026 compared to the first quarter of 2025.
We built Reformation to challenge the conventional fashion model and reimagine how brands interact and engage with consumers. Our business stands in contrast to traditional retail businesses that can often be characterized by limited direct connection to the customer, imprecise product forecasting and merchandising, frequent promotions, long manufacturing lead times, and slow technological adoption. At Ref, we aren’t afraid to say what everyone else is thinking and do our own thing. As a result, over the last 17 years, we’ve helped pave the way for what we consider to be a smarter approach to retail. Here’s how we operate differently:
- Beloved lifestyle brand — We’re known and loved for our unique brand identity, which helps us connect authentically with customers and the broader cultural zeitgeist. Our customers love us. 77% of Active Customers cited Reformation as one of their favorite brands or their all-time favorite brand in our July 2025 Customer Survey and, in 2025, nearly 70% of our DTC net revenue came from our returning customers.
- Product and merchandising optimization — We make great products our customers are obsessed with across categories and occasions. Our strategy is based on 1) testing new styles in small quantities and 2) iterating on proven designs. As a result, full-price sales consistently represented approximately 80% of our DTC net revenue from 2021 to 2025.
- Agile, sustainable supply chain — We have proven that speed, sustainability and profitability can coexist in fashion. Supported by our efficient supply chain and well-defined Sustainability Framework, we maintain industry leading manufacturing lead times compared to key peers in the apparel industry, with 50% of our product arriving in our distribution center in 60 days or less for the past three years.
- Technology-forward shopping experiences — We directly own the relationship with our customer with approximately 90% of our net revenue coming from our DTC channel in 2025. We leverage technology to build smarter and more elevated retail shopping experiences. For example, in 2025, our tech-enabled and patented Retail X™ store model generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores.
We’re super proud of our success to date and have lofty ambitions as we continue on our mission to “bring sustainable fashion to everyone.” We operate within the highly fragmented fashion industry, while also benefiting from increased consumer demand for sustainable fashion. With less than 1% customer penetration of our core U.S. addressable market today, we believe we are well positioned to capture significant growth over the long term. Our path forward is clear: we intend to grow by deploying the same strategies that helped get us to where we are today. Specifically, that means increasing our distribution through both DTC and wholesale channels, expanding our product assortment within existing and new product categories, growing in international markets, and driving operational excellence.
As we pursue these goals and continue building an industry-leading lifestyle brand, we will define success in three ways:
- Customer love. We’re proud to have a highly desirable, loyal, and growing customer base. Our goal is to continue acquiring new customers as we grow brand awareness and geographic reach, while retaining
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longtime fans of the brand. We believe the strength of our customer retention and repeat purchasing behavior has contributed to a durable and repeatable revenue base over time.
- Sustainability outcomes. We believe companies should also be accountable for their environmental impact, so we aim to continue to set a high standard for sustainability in the fashion industry as we scale. See “—Sustainability” for a description of how we define sustainability.
- Financial performance. Most of the time we don’t take ourselves too seriously, but when it comes to financial performance, we operate with rigor and commitment to our stakeholders. This has enabled us to effectively deliver topline growth and profitability that we will strive to build on in the decades to come.
All of this adds up to some pretty great results, if we do say so ourselves. We’ve achieved:
- A strong customer base. In 2025, we surpassed one million Active Customers across our DTC channel and have approximately 1,140,000 Active Customers as of March 28, 2026.
- Steady net revenue growth. In 2025, we reported net revenue of $507.1 million, representing a 19% CAGR from 2023. And, in the first quarter of 2026, we reported net revenue of $112.3 million compared to $86.1 million in the first quarter of 2025, a 30.4% increase year-over-year. That means we’ve delivered 20 consecutive quarters of double-digit net revenue growth through the first quarter of 2026.
- Strong gross margins. From 2021 to 2024, we consistently generated gross margins of 64.0% or more. In 2025, we generated a gross margin of 60.2%, which was negatively impacted by 364 basis points due to the impact of the IEEPA tariffs. During the first quarter of 2026, we generated a gross margin of 70.3%, which was positively impacted by 904 basis points resulting from the refund of the IEEPA tariffs.
- Sustained profitability. We have generated positive net income from 2018 to 2025, with the exception of 2020 due to the impact of the COVID-19 pandemic. In 2025, we generated $12.6 million of net income, inclusive of the impact of IEEPA tariffs.
- Robust Adjusted EBITDA. In 2025, we generated $45.0 million in Adjusted EBITDA, which represented 8.9% of net revenue, and in the first quarter of 2026, we incurred $(12.1) million in net loss and generated $15.9 million in Adjusted EBITDA, which represented 14.1% of net revenue and reflected a 1,449 basis point improvement from the first quarter of 2025. The quarter-over-quarter improvement includes 904 basis points resulting from the refund recorded for IEEPA tariffs that were recognized in cost of goods sold in 2025.
Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP measures. For further information about how we calculate Adjusted EBITDA and Adjusted EBITDA margin (including limitations of their use and reconciliation to the most comparable GAAP measures), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total net revenue.
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(1)
We define an Active Customer as a unique customer that has made at least one purchase in the preceding 12-month period.
(2)
We define Adjusted EBITDA as net income before interest, taxes, and depreciation and amortization as further adjusted for stock compensation expense, transaction costs, and other costs not indicative of our ongoing, core operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for a discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure to Adjusted EBITDA.
(3)
Adjusted EBITDA margin is a non-GAAP measure defined as Adjusted EBITDA as a percentage of net revenue.
### Our brand and customers: a mutual obsession
We believe our brand inspires exceptional love and has become its own persona to our customers, who feel deeply connected to us. At the heart of this obsession is our distinct brand voice. Most of the time, we let our clothes speak for themselves, but when we speak up, we’re smart, fun, confident, and a little bit irreverent.
Don’t just take our word for it: 77% of Active Customers cited Reformation as one of their favorite brands or their “all-time favorite brand” in a July 2025 Customer Survey. As of June 27, 2026, we had approximately four million followers across social media platforms, approximately three million email subscribers, and consistently spot mega celebrities like Taylor Swift, Jennifer Aniston, Jennifer Lopez, Kendall Jenner, and Hailey Bieber wearing Ref (thanks ladies). And as we have grown, so has customer loyalty. Nearly 70% of total DTC net revenue in 2025 came from returning customers, and 54% of customers acquired before 2025 have shopped with us more than once, providing a strong foundation for durable growth.
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Our authentic brand ethos drives organic discovery and has helped us create broad appeal across generations and geographies. Beyond any singular demographic, we believe Ref appeals to an attitude and a mindset, underscoring the significant opportunity ahead of us. With over 70% of our customer base aged between 25 and 50, it’s not uncommon to see mothers and daughters shopping at Ref together, as validated by our July 2025 Customer Survey. This diverse dynamic is only growing: in 2025, nearly 20% of new customers were under the age of 25 and nearly 20% of new customers were over the age of 50. Our customer base is also relatively affluent: approximately 67% earn over $100,000 in household income annually, meaning they generally have more disposable income to spend on Ref. And while the majority of our business is in the United States today, our influence extends across geographies, with approximately 20% of Active Customers in 2025 located abroad, 30% in the coastal United States, and 50% across the rest of the country, further evidence of our brand and product relevance.
### Our stuff: beautiful, vintage-inspired apparel that generates confidence
We are a womenswear destination across categories and occasions. We started out with dresses, which we’re kind of famous for, and have since successfully expanded our assortment. We take a deliberate approach to category expansion, building a bespoke supply chain designed to meet our standards for quality, speed, and environmental impact for each new product group. Today, we have five core product groups (dresses, bottoms, tops, sweaters, and accessories), which have helped cement Ref as a daily wardrobe essential.
The result is a diverse product assortment that we believe makes women feel beautiful and helps them show up as their best selves, from workdays to wedding days to vacations, and everything in between. According to our July 2025 Customer Survey, 84% of Active Customers say that wearing Ref makes them feel confident, which we believe is one of the top reasons that keeps them coming back for more.
Across product categories, our design point of view is informed by a combination of vintage references and current trends, yielding flattering and timeless products with a modern sensibility. Design and product development are done primarily in house, drawing on our deep expertise in apparel and accessory construction and manufacturing. We leverage selling and retail dressing room data and customer feedback to identify our most-trusted and best-loved silhouettes, which serve as the core of our assortment. Our analytical approach to product development is designed to ensure consistency, reliability, and confidence for our customer, while simultaneously pushing forward — using emerging technologies to ideate, refine, and evolve our product in a way that remains unmistakably Reformation.
### Our merchandising model: data-driven design meets fast manufacturing
We operate a smart, responsive merchandising model that combines data-driven product merchandising with agile manufacturing. We produce new styles in small quantities, test them twice-weekly on our website and once a week in our stores to assess demand, and subsequently chase into and iterate on the best sellers. Our fast production, complemented by our factory and distribution center in Los Angeles, offers superior lead times relative to industry norms, enabling us to quickly and sustainably chase into winning designs. Even as receipts have grown, over the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center and nearly 65% of our product reorders were manufactured in 60 days or less.
This dynamic creates a scarcity model that encourages consumers to frequently engage with us in order to shop what’s new. In turn, we are able to gather critical insights into customer preferences in close to real time, allowing us to consistently offer on-trend products at a broad range of price points. Nearly 90% of DTC apparel net revenue in 2025 came from styles that were informed by data from our customers’ shopping patterns and feedback.
We have an analytically rigorous merchandising model and have begun to leverage AI and machine learning to inform our product assortment and quantify future demand. For example, we leverage third party AI models to support product concept development and trend identification in the marketplace. We also use advanced technology to support some product buying, allocation, and digital merchandising decisions. Thanks to our efficient supply chain, we’re able to quickly and continuously refresh our assortment based on this data and produce strategically sized runs to minimize fashion risk and reduce waste. The results of our
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merchandising model speak for themselves: approximately 80% of DTC net revenue from 2021 to 2025 came from full-price sales, resulting in continued strong gross margins.
### Our distribution strategy: DTC with select wholesale selling
In 2025, we generated 90% of net revenue directly through e-commerce and retail, which enabled us to own the customer relationship end to end. We leverage technology and data to enhance the customer experience, integrating key elements of our online shopping experience into our stores through our proprietary Retail X™ concept, which is featured in approximately 75% of our retail stores as of the first quarter of 2026. This model results in higher store conversion and average order value versus our traditional stores. As of June 27, 2026, in addition to our 70 stores, we sell into 15 strategic wholesale accounts across 142 wholesale doors, 116 of which are in the United States and 26 of which are in Canada, Europe and Australia, which we use to reach new audiences and geographies.
We keep the customer at the center of all that we do and strive to show up for them wherever they want to shop. This approach has supported strong customer engagement: in 2025, customers who shopped across both e-commerce and retail generated 3.1 times more net revenue per customer versus those who shopped only one channel. To support this dynamic, we’ve expanded our retail footprint from our original shop on Melrose that opened in 2009 to a full fleet of 70 elevated, contemporary stores across four countries as of June 27, 2026. Our full-price retail store locations generated $2.7 million in net revenue per door in 2025 for the 47 stores open the full fiscal year and typically pay back their initial investment in payback periods under 24 months on average.
### Our competitive strengths
Not to brag, but after 17 years, we’ve gotten pretty good at this. The following represent Reformation’s key competitive strengths:
### Brand leadership & sustained cultural relevance powered by deep customer love
Brand strength & appeal
We’re famous for our distinctive brand voice and identity which has translated into highly efficient customer acquisition. We believe our bold approach to creative imagery, marketing, and design sets us apart from other lifestyle brands and ensures we remain top of mind among consumers and cultural authorities, including influencers, celebrities, and top global publications. In case you don’t believe us, Fast Company recognized Reformation as one of 2024’s Brands That Matter. We bring our brand persona to life every day through compelling content that generates high engagement, strong word of mouth, and, when we really get it right, virality. We further extend our reach through strategic campaigns and collaborations with culturally relevant brands, such as Canada Goose, HOKA, New York City Ballet, and VEJA, and individuals, such as Kacey Musgraves, Monica Lewinsky, and Pete Davidson, designed to reinforce our position at the forefront of the cultural zeitgeist. Our marketing spend has remained consistent at approximately 9% of net revenue for each of the past four years. In 2025, approximately 75% of DTC new customers were acquired outside of paid digital acquisition channels and we were profitable on a first-order basis, reflecting the strength of our brand resonance with consumers.
Broad customer appeal
As we’ve mentioned, the ladies love us. Reformation appeals to a broad multi-generational customer base because our product and brand intentionally speak to a shared lifestyle and mindset instead of a single customer demographic. We launched with a focus on millennials and have since expanded our reach to a wide customer base including Gen Z, Gen X, and even Baby Boomers. Today, over 70% of our customers fall between the ages of 25 to 50, with strong representation on both ends of the spectrum. According to our July 2025 Customer Survey, nearly 20% of new customers were under the age of 25 and nearly 20% of new customers were over the age of 50.
We have proven resonance across the United States, extending well beyond coastal America. And our customer base reflects that: as of December 27, 2025, approximately 30% of Active Customers came from
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the coastal United States and 50% of Active Customers came from the rest of the country. We’ve also cultivated a loyal customer base outside of the United States. We believe our product sensibility and sustainability-focused mission resonate strongly with international customers, driving accelerated net revenue growth and customer acquisition. Although we only began our international expansion efforts in earnest in 2019, 20% of Active Customers and 18% of net revenue came from outside of the United States in 2025, with Canada, the United Kingdom, and Europe making up the largest portion of our international customer base. As of June 27, 2026, 10 of our 70 stores were located outside of the United States, across London, Paris, Toronto, and Vancouver.
Strong customer retention
As a result of our brand and product excellence, we enjoy long-term customer loyalty-once customers try us, they shop with us again and again. And as they get to know our assortment better, we see increasing order frequency. In 2025, new customers shopped with us on average approximately 1.4 times while returning customers shopped 2.6 times and at higher average order values.
Our brand generates strong repeat purchase behavior, with 54% of customers acquired prior to 2025 purchasing more than once and nearly 20% of our 2015 customer cohort continuing to shop with us almost a decade later. We can’t think of a better compliment than that. As a result of this high level of engagement and loyalty, returning customers contributed nearly 70% of DTC net revenue in 2025, delivering consistent, sustained growth. We believe this consistent repeat purchasing behavior will continue to support a durable and consistent revenue base over time.
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Product excellence driven by scalable approach to merchandising
Product concept and design
We monitor emerging trends, analyze customer buying patterns, and tap into a wide range of creative inspiration to guide our design process. Our product development and design is done primarily in house, supported by a cross-functional team from concept to production management. Leveraging custom technology and production systems, these teams work in close partnership, enabling a bespoke development process in which each product is thoughtfully designed, fitted, refined, and manufactured. We utilize proven base patterns to ensure fit consistency and deliver reliably flattering products. This hands-on approach ensures all our products meet our core design principles: flattering, feminine, and on-trend yet timeless.
Our agile supply chain enables us to introduce new designs in small initial quantities, allowing us to efficiently test demand for new ideas while managing inventory risk. At this point, our merchandising engine continuously monitors product performance to commercialize successful styles.
Smart & scalable approach to merchandising
We built a repeatable and scalable approach to design and merchandising that ensures we can consistently deliver on-trend, beautiful products that we know will resonate with our customers. We launch new products in limited quantities twice per week, creating a scarcity mindset and conditioning consumers to engage early and often with the brand. Within hours, we are able to take action based on sales performance online and in store. We also use pre-order and waitlist functions to gather early demand signals before a product has been received in our distribution center. As a result, our assortment is tailored to real-time customer preferences with approximately 90% of 2025 DTC apparel net revenue coming from styles that are informed by past performance, significantly decreasing fashion risk and waste, and increasing our confidence in each style’s sales potential. Our insights, coupled with AI and machine learning technologies, also allow us to strategically customize product allocation in order to best respond to customer dynamics within each store and manage inventory effectively. Altogether, this strategy helps minimize promotions and inventory liquidation, resulting in impressive full-price selling of approximately 80% of DTC net revenue in 2025, a number which has been consistent for the last five years.
Product mix & pricing
We’ve successfully evolved into a lifestyle destination spanning categories and occasions, with a diverse customer base that reflects and reinforces our wide product assortment. Our pricing strategy is intentionally engineered to be broadly accessible. With price points ranging from approximately $40 to $1,500, our assortment straddles aspirational and approachable, offering many different types of shoppers an entry point into the brand. This strategy is anchored by a consistent customer experience and a commitment to delivering long-term value. By cultivating a loyal customer base that shops with us across occasions, we generated an AOV of $315 in 2025.
Today, some of our fastest growing categories include denim, sweaters, and tops, which have collectively enabled us to attract more new customers across generations. For example, according to our July 2025 Customer Survey, 37% of Gen Z customers acquired in the last two years were acquired through tops or sweaters and 25% of Gen X+ customers acquired in the last two years were acquired through denim or bottoms. These high-growth categories also enable us to earn a greater share of wallet and closet from our customers. Approximately 74% of DTC net revenue in 2025 came from customers who purchased more than one product category. Moreover, in 2025, 78% of our repeat orders contained more than one product category and 68% of repeat orders contained a product category that was different from the customer’s first purchase.
### Agile and sustainable supply chain
We operate a strategic and nimble global supply chain, underpinned by our rigorous Sustainability Framework, which we believe represents a competitive advantage in the apparel industry. While many apparel companies face average production lead times of up to 12 months or longer, our supply chain enables us to capitalize on evolving trends and customer preferences in real time. Even as receipts have grown, over
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the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center, and our reorder lead times can be as short as 30 days or less. Our broad manufacturing footprint is complemented by our Los Angeles-based, company-operated factory and distribution center, which we leverage to test new ideas and deliver rapid turnarounds on our best-selling products.
We take a geographically diversified approach to manufacturing, partnering with a strategic group of vendors who share our values and have the capacity to grow alongside us. In 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. This strategy enhances resilience and flexibility and helps mitigate geopolitical and regional disruption. We’ve demonstrated our ability to reallocate production across our global supplier base during periods of volatility. This includes the COVID-19 pandemic during which we maintained continuity of operations despite widespread industry disruption and, in 2025, when we reallocated our manufacturing to mitigate tariff impacts. This reallocation has reduced our exposure to China, which was previously our single largest country of production. We anticipate that in 2026 no one country will represent more than 25% of our total units produced.
When selecting factory partners, we focus on identifying the best on the basis of production quality, speed, value, environmental impact, and working conditions. We help these vendors take their sustainability efforts to the next level through our Factory Forward program, which enables us to reduce impacts deep into our supply chain by co-investing in renewable energy, water management, and clean chemistry initiatives. Sustainability includes doing right by both people and planet, so we also audit for social responsibility, administer anonymous Worker Sentiment Surveys, and offer grievance mechanisms to ensure people are heard throughout our supply chain.
We require the use of a variety of raw materials in our supply chain, and we purchase these from various suppliers. The primary raw materials used to produce our products include silk, georgette, linen, cashmere, denim, crepe, voile, poplin, and cinch. We believe most of our raw materials are generally available from multiple suppliers at competitive prices and while there is some volatility in the prices of raw materials, we believe we are well positioned to withstand any reasonably foreseeable supply chain disruptions or pricing fluctuations.
### Delivering exceptional customer experiences
We believe our innovative approach to selling, which leverages technology to enhance the shopping experience and bring our brand to life, has reshaped the way customers interact with fashion brands. The result is a customer-first approach that is also optimized for financial performance. In 2025, our DTC channel contributed 90% of net revenue, with e-commerce accounting for 67% of DTC net revenue. Our Wholesale and Other channel made up the remaining 10%.
One of the defining features of our in-store shopping experience is Retail X™, a proprietary tech-enabled retail concept that we introduced in 2017. Upon entering a Retail X™ store, customers can interact with digital screens or use their mobile devices to build their dressing room the same way they would build a cart shopping online. It’s basically the Clueless closet in real life.
This format, which is featured in 49 of our retail stores as of the first quarter of 2026, enables us to deliver a high-end, high-volume experience that benefits our business, our customers, and our team alike. In 2025, stores with Retail X™ generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores, while also producing a unique and rich set of data, including fitting room and product-level conversion.
This enhanced retail experience results in strong store economics. In 2025, our full-price retail store locations generated $2.7 million net revenue per door for the 47 stores open the full fiscal year. We underwrite new store openings with target paybacks of under two years and, on average, have historically achieved average payback periods of under 24 months.
To ensure a seamless DTC experience, our e-commerce site and physical stores operate on a shared platform, allowing customer and product data to remain tightly integrated. The combination of our integrated customer and product data across our e-commerce and retail channels provides a flexible foundation that enables us to more seamlessly adopt emerging technologies, including AI-driven merchandising, personalization, inventory allocation, and operational decision-making. We have invested
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significantly in our in-house technology teams and systems, positioning us to adopt new e-commerce technologies, including emerging AI-driven solutions for product buying, merchandising, and allocation decisions. We use these capabilities to personalize how our assortment is presented to our customers and to enhance convenience across the shopping journey. We believe the combination of our deep technical know-how, creative excellence, and robust omnichannel approach differentiate and elevate our shopping experience. The proof is in the numbers: in 2025, customers who shopped Reformation both online and in store made approximately 4.8 purchases annually and generated 3.1 times the net revenue of those who only shopped via one method, and we’ve expanded omnichannel customer share of net revenue from 19% in 2021 to 34% in 2025.
### Leaders in sustainable fashion
At Ref we like to say that if being naked is the #1 most sustainable option, we’re #2. Our business is built around our conviction that we can be leaders in both best-in-class sustainability and financial outcomes.
Reformation was founded with sustainability as a core value from day one. And people love us for it. 73% of our customers appreciate Ref for our commitment to sustainability, and customers who cite sustainability as an important brand value spend approximately 39% more with us, as validated by our July 2025 Customer Survey. Looking ahead, we believe our sustainability advantage will only become more important as we scale, particularly as we grow throughout Europe and focus on acquiring younger customers, both populations where sustainability increasingly influences purchasing decisions. For example, according to our July 2025 Customer Survey, approximately 82% of customers in the EU say they are willing to pay more for apparel made using sustainable practices, up nearly 20 points year-over-year, underscoring the growing importance of sustainability among our target audience.
Sustainability is built into the DNA of our business model and supply chain operations. Our Sustainability Framework and the resulting programs deployed across our business meaningfully impact how we source materials, manufacture products, and operate holistically. We deliver these results without asking our customers to compromise on the style, fit, or quality of their clothing. We want to consistently offer unprecedented value through products that look good and do good.
Our ambition is to move well beyond these foundational efforts and help set a new standard for sustainable fashion altogether. We started with ambitious climate action. Now we aspire to become a circular business, which means using as little virgin material as possible in our stuff, reducing waste throughout our supply chain, and making every product recyclable. We’re making good progress, thanks to all the work we’ve already put into making low impact material transitions, standing up our own textile-to-textile recycling program, developing bespoke resale partnerships, and more. With the expansion of our circular business models, we have extended the life of nearly two million products between 2021 and 2025.
But you don’t have to take our word for it. We have our climate targets verified by SBTi, report to CDP, and complete third-party verification of our climate accounting each year. Our products have been carbon neutral since 2015 and certified by the Change Climate Project since 2021. We also have been recognized as leaders in sustainable fashion by many reputable third parties such as the Global Fashion Agenda, Textile Exchange, and Remake’s Fashion Accountability Report.
### A proven, performance-driven leadership team
We are led by a passionate leadership team committed to driving excellent performance, fostering creativity, and challenging conventional thinking. Our senior leadership team combines deep institutional knowledge with diverse perspectives, reflecting an intentional balance of long-tenured leaders and executives recruited from leading technology and retail organizations. Half of our executive team has been with the Company for more than seven years, providing continuity, operational expertise, and a deep understanding of our brand, customer, and operating model. Our Chief Executive Officer, Hali Borenstein, has been with the business for 12 years, and previously served as President as well as in various merchandising roles. Multiple other senior leaders have tenures ranging from five to more than ten years across key functions including sustainability, merchandising, digital, technology, and creative.
We are proud to be a female-led organization with women comprising 54% of our company and 68% of our leadership team as of the first quarter of 2026. We believe that diversity of experience and perspective
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strengthens decision-making, fuels creativity, and helps our teams support the broad and diverse customer base we serve. As our organization has continued to grow to approximately 1,261 employees as of the first quarter of 2026, we remain focused on building inclusive, high-performing teams that support long-term value creation.
Our values
Our mission—to bring sustainable fashion to everyone—connects our teams across continents through a shared purpose. We operate with our five core values in mind.
- Be Brave. We are leaders and tackle the big challenges worth solving.
- People Focused. We empower each other to break down barriers so we can win together.
- Make it Better. We are dedicated to learning, evolving, and changing for the better.
- Own It. We are accountable to our team, customers, and stakeholders.
- Make an Impact. We are fighting for sustainable solutions that preserve and protect our natural environment and the people and communities that make up our world.
Together, these values shape our culture, guide how we work with one another, and support disciplined execution as we build and scale the business.
### Growth strategies
The Reformation is just beginning. With approximately 854,000 Active Customers in the United States and an estimated 94 million women aged 18 – 60 in the United States as of 2025, our implied penetration is less than 1%, highlighting the significant opportunity ahead. We believe we will continue to benefit from operating within the highly fragmented fashion industry, and that we are well positioned to capitalize on growing global demand for sustainable fashion. Our growth strategies, which have delivered strong results to date, are designed to further increase brand awareness, sales, and profitability. These include:
- Scale channel distribution
- Expand our product offering across occasions and categories
- Grow in international markets
- Drive operational excellence
Scale channel distribution
We’ve proven the combination of our digital and physical distribution to be valuable levers for scaling brand awareness and driving customer loyalty. Based on a report commissioned by us from a major consulting firm, our brand awareness among premium apparel shoppers increases approximately 21% within five miles of a store. Additionally, our customers who shop both online and in store spend approximately three times more with us than those who only shop via one method. Over the coming years, we intend to meet more customers and expand loyalty through the following:
- Growing our store footprint. We will continue strategically expanding our retail footprint to accelerate brand awareness and customer acquisition, providing more opportunities for new and returning customers to experience our products. New stores accelerate our growth, with customer acquisition increasing by as much as six times in markets the year after a new store opening. Thus far, our retail growth has largely been concentrated in the coastal United States, leaving ample opportunity to grow domestically. We continue to see a strong opportunity to further increase our footprint within these geographies, while also expanding in the midwestern and southern regions, as well as internationally. In 2025, we successfully opened 15 new stores in 10 new markets, and met over 30% of our new customers in our stores. As of the first quarter of 2026, we operated 66 retail stores and believe we have a clear path to more than doubling our fleet over the next five years while maintaining our rigorous criteria for four-wall profitability and payback periods. For perspective, as
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of the first quarter of 2026, we only have stores in half of the top 50 metropolitan statistical areas in the United States by population.
- Strategic wholesale expansion. We have an opportunity to grow our existing wholesale relationships by expanding beyond our 142 wholesale doors as of June 27, 2026 and increasing sales per door by investing in tailored merchandising strategies. We also intend to add a limited number of new wholesale partners, particularly as a way to increase brand awareness in select international markets. According to our July 2025 Customer Survey, approximately 11% of our 2025 cohort was first introduced to Ref via wholesale, proving the value of wholesale as a customer acquisition tool.
- High-impact marketing campaigns and collaborations. Building on the success of our prior marketing campaigns, we will continue to activate highly visible and brand-elevating marketing moments to drive brand momentum and relevance across new audiences and geographies. Some of our most successful marketing milestones to date include collaborations with Canada Goose, HOKA, Nara Smith, New York City Ballet, and Kacey Musgraves, as well as brand campaigns featuring Laura Wasser, Monica Lewinsky, and Pete Davidson.
- Digital and social media. We will continue to scale our digital marketing investments. We acquire customers efficiently and are profitable on a first-order basis. We use these digital marketing initiatives to amplify our voice and organic brand momentum and also test emerging media platforms, all while maintaining our same standards of financial discipline.
Expand our product offering across occasions & categories
We have successfully demonstrated our ability to expand our product range across occasions and categories. While dresses remain our largest category, non-dress categories have fueled an outsized portion of our growth in recent years, driven by continued product innovation and increasing customer demand for a broader assortment. Since 2021, we have added more than $200 million in annual non-dress net revenue, quadrupling that portion of our business, with dresses moving from approximately 60% of DTC net revenue to slightly more than one-third in 2025. More than 70% of our 2025 DTC net revenue came from customers who purchased more than one product category, and 78% of our repeat orders contained more than one product category, highlighting our ability to grow share of wallet with our customers.
We have a proven track record of successfully launching and scaling adjacent categories, as we did with denim in 2017, shoes in 2021, handbags in 2023, and swim in 2024. For example, we grew our denim business at approximately a 30% CAGR from 2022 to 2025. We intend to build on our strong momentum in existing categories such as tops, sweaters, and shoes where we see significant room to grow and strategically introduce new categories as we continue to play a more prominent role in our customers’ wardrobes.
While we intend to focus on growing core categories in the near term, according to our July 2025 Customer Survey, 81% of our customers have indicated interest in purchasing additional categories from us, especially in areas like intimates and lingerie. We take a methodical approach to category expansion, using a combination of customer feedback and select third-party collaborations to inform both the timing and scope of new category launches. We believe our deep understanding of customer preferences and disciplined test-and-learn approach to product strategy will continue to support strong product-market fit as we pursue additional category expansion and innovation.
Grow in international markets
With 18% of net revenue coming from outside the United States in the first quarter of 2026, we have demonstrated our ability to execute in new markets and scale internationally. With approximately 245,000 active non-U.S. customers, we are significantly underpenetrated in international markets with meaningful runway ahead of us. We plan to accelerate our international growth by continuing our proven city-by-city expansion strategy bespoke to each market’s specific needs, culture, and customer dynamics. Our approach is focused on:
- Locally resonant brand marketing activations to drive brand awareness and relevance
- E-commerce localization to optimize shopping experiences
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- Retail expansion to promote brand visibility and product discovery
- Strategic wholesale partnerships to increase brand awareness and attract new customers to the brand
We execute our expansion strategy through a repeatable playbook tailored to each market. For example, in the United Kingdom, we built brand awareness early on through geographically relevant activations and a fully localized digital experience. In tandem, we validated product-market fit through strategic wholesale partnerships ahead of investing in our own stores. These efforts gave us both the foundation and confidence to open five stores within five years and helped drive more than five times net revenue growth from 2019 to 2025. In the near term, we plan to maintain a deliberate approach to expansion, focusing on Canada, the United Kingdom, and Western Europe, where we opened our first store in Paris in 2025.
Drive operational excellence
We have made significant investments in our people, logistics capabilities, and technology in advance of our anticipated growth. In October 2025, we opened a larger, more automated Los Angeles-based distribution center to support continued scale. Over the course of 2024 through the first quarter of 2026, we invested $28.5 million of capital in this new 185,000 square-foot facility. As we continue to scale, we believe we will benefit from operational and financial leverage on these investments.
We have identified specific opportunities to improve operational efficiency and are executing against a defined roadmap, led by our in-house Technology and Operations teams, focused on the following areas:
- Supply chain automation and management
- Inventory allocation and movement
- Outbound and inbound shipping
- International operations
### Brand and performance marketing
One of the defining aspects of Reformation is our one-of-a-kind brand voice and unapologetically bold approach to 360-degree marketing. We are obsessive about preserving brand integrity, while simultaneously working to expand the Ref universe to reach new customer cohorts and geographies. Guided by our clearly articulated brand values, we have developed a close-knit and mutually obsessive relationship with our customers, who have in turn become our most effective advocates.
We invest in brand marketing to build awareness, complemented by data-informed performance marketing designed to efficiently convert demand and deliver attractive returns on advertising spend. Our disciplined approach to customer acquisition has enabled us to be profitable on a first-order basis. All marketing efforts are supported by our in-house creative and studio teams, which produce distinctive, brand-elevating assets that reinforce our visual identity and help set Reformation apart in the marketplace.
### Brand marketing
Our brand marketing strategy is designed to build awareness, engagement, and long-term demand through a mix of marketing tactics, including always-on press, influencer and celebrity engagement, owned social media, product collaborations, and integrated marketing campaigns. We have built a large and active social media audience of over four million followers across platforms as of June 27, 2026, which drives ongoing engagement with and discovery of the brand. We also benefit from strong brand advocacy through partnerships with cultural authorities (including celebrities, influencers, and top global publications) to extend our reach to new audiences. Approximately 75% of our DTC new customers in 2025 were acquired through unpaid marketing channels reflecting the strength of our organic brand awareness.
We’ve also established a consistent track record of executing high-impact product collaborations and marketing campaigns designed to generate significant organic buzz. We approach each collaboration and campaign with a unique strategy and clear set of goals in place for expanding our reach across customer groups, geographies, and/or product categories. Over the years we have partnered with noteworthy talent
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including Kacey Musgraves, Laura Wasser, Monica Lewinsky, Nara Smith, and Pete Davidson, and have launched product collaborations with brands like Canada Goose, HOKA, Jimmy Fairly, New York City Ballet, and VEJA.
Examples of top performing marketing campaigns in partnership with (from left to right) Monica Lewinsky, Laura Wasser, and Nara Smith
### Performance marketing
Our marketing strategy combines brand marketing with disciplined performance marketing to drive customer acquisition, conversion, and retention. We deploy a mix of owned, earned, and paid channels — including paid search, paid social, affiliate and influencer marketing, and personalized email and SMS — to generate awareness, drive consideration, and efficiently acquire customers. Our paid marketing follows a globally coordinated approach, with investments tailored by geography, market maturity, and customer behavior, supported by localized creative and product strategies.
We use advanced measurement and attribution tools to focus marketing spend on incremental revenue and customer growth. Our first-party data infrastructure, supported by a proprietary customer data platform, unifies behavioral and lifecycle insights across channels and enables personalized DTC channel engagement. We leverage forward-looking models of retention and loyalty to inform lifecycle marketing and customer strategy.
### Loyalty and retention
We leverage our brand and performance marketing capabilities to acquire new customers and continue to engage longtime fans of the brand. In 2023, we elevated our retention efforts by introducing a loyalty program for our top customers called Friends with Benefits (get it?), which provides access to exclusive products, early access to key launches, and elevated experiences such as in-store clienteling support.
This program has delivered strong returns on investment to date, driving higher order frequency and engagement among this high-value cohort. In 2025, FWB customers, classified as customers who spend at least $1,000 per year, drove approximately 40% of our DTC net revenue and shopped 4.2 times more than non-FWB customers. Additionally, our loyalty cohort has grown at a 23% CAGR over the past two years. We intend to continue investing in experiences and benefits that have demonstrated the ability to drive increased spend, retention, and order frequency among our most loyal customers.
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Our product
Our goal is to deliver beautiful apparel and accessories in the most sustainable way possible, at strong value to the customer. Ref products are defined by a vintage-inspired, timeless sensibility, with an emphasis on flattering and feminine silhouettes. Our customers turn to Reformation for a variety of occasions including vacations, work, casual and formal events, and nights out. To further illustrate this point, based on a report commissioned by us from a major consulting firm, when asked about the primary occasions in which they would choose to wear Reformation, the top responses among our customers were casual outings, date nights, everyday attire, special events, travel, and daily workwear. We believe our ability to continue building differentiated, high-growth categories that address new use cases positions us to capture a greater share of wallet in a highly fragmented industry.
Our assortment is designed to not only meet our customers’ wardrobe needs across categories and occasions, but to help them feel beautiful and inspire confidence. We’re very proud that 84% of Active Customers say Reformation makes them feel confident. And their trust in us to help them look and feel great is continuing to grow alongside our category mix: in 2025, approximately 74% of revenue came from customers who purchased more than one product category.
### Product design
Thanks to our robust in-house design capabilities, we are able to rapidly translate relevant trends and inspiration into products that align with our core design principles (flattering, feminine, and on-trend yet timeless) and customer preferences. Our product development is done almost entirely internally, supported by a cross-functional team spanning design, merchandising, product development, technical design, and production management, creating a meaningful competitive advantage in getting in-demand products to customers quickly. These teams work in close partnership from concept through final production, enabling a bespoke development process in which each garment is thoughtfully designed, fitted, refined, and approved end to end.
This integrated model supports faster pre-production timelines, which allows us to design, develop, and source in under four weeks. We utilize proven base patterns to ensure fit consistency and deliver reliably flattering product outcomes and also leverage emerging technologies, including AI-enabled concepting and rapid sampling, to accelerate development and improve iteration.
Our ability to move quickly while maintaining discipline allows us to respond to what customers want in the moment while reinforcing a distinct and recognizable aesthetic.
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Merchandising
Our merchandising model is built to deliver covetable, on-trend products with disciplined risk management. Supported by a fast, flexible, and sustainable supply chain, we test new ideas in small quantities, identify winners quickly, and rapidly recut and refine proven styles. The result is a repeatable, capital-efficient merchandising engine that continuously optimizes the assortment in real time, driving consistent performance, reduced downside risk, and durable long-term growth, as evidenced by our consistently strong full-price selling of approximately 80% of DTC net revenue from 2021 to 2025.
This approach is supported by a robust, multi-layered data ecosystem that combines both internal performance signals and external market intelligence to inform decision-making at every stage. Key inputs include site engagement and sell-through from twice-weekly online drops, pre-order, and waitlist data that provide early demand signals, real-time qualitative and quantitative feedback from our stores, and broader market and trend data that contextualize consumer demand beyond our own channels. Our tech-enabled Retail X™ store experience enhances this model, generating high-value insights such as dressing room try-on and conversion data that inform fit, fabrication, assortment, and styling decisions.
Waitlist and pre-order serve as powerful tools to inform our merchandising strategy. First, they offer a low-risk way to test unproven, trend-forward concepts early in the season. We can launch a style on waitlist with no initial production commitment to gauge customer interest. Strong demand signals trigger subsequent purchase orders and provide an early read on commercially viable trends that we can leverage across our assortment. In addition, waitlist enables us to maintain engagement with high-intent customers who are automatically notified when inventory becomes available, which helps us capitalize on demand faster and reduce our inventory cycle time. These automated back-in-stock notifications drove approximately 3.6 times higher conversion than our standard newsletters in 2025. Second, pre-order serves as a bridge between newness and recuts. Many of our most successful new designs sell out within days of launch. We identify these winning styles quickly, place fast-turn recut orders with delivery in as fast as 30 days or less, and make the style available for pre-order as soon as the initial order sells through. This approach allows us to capture peak demand for our most coveted products while maintaining a disciplined lower unit buy strategy and minimizing inventory risk.
In 2025, approximately 90% of DTC apparel net revenue came from designs that were developed based on proven styles and data derived from shopping patterns and feedback, with approximately 10% coming from new concepts.
One example of this is our Carolina silhouette, which launched with a best-selling skirt in January 2025 and has since evolved into a family of products that span colors, fabrications, and seasons. A design that started as a single winning item turned into fourteen successful styles (and counting):
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### Assortment strategy
We currently offer the following categories across our assortment, among others:
We take a methodical approach to determining which new product categories we want to pursue and when to introduce them. These efforts are led by our Product Innovation team, a group of multidisciplinary product specialists that sit outside of our core product teams. This group is responsible for identifying new
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opportunities for category growth based on customer feedback and data, establishing a supply chain that meets our speed and sustainability requirements, setting design and sustainability standards, and supporting the long-term health of each new business.
The success of these efforts is best illustrated by the strategic diversification of our product portfolio, which has transitioned from our core dress offering to a more broad and versatile product assortment. Categories such as tops, sweaters, denim, and bottoms are now among our most popular and fastest growing offerings, growing at a 36% CAGR over the past three years. These categories are becoming part of our core assortment as our customers increasingly consider us an integral part of their day-to-day wardrobe and trust us to take on new parts of their closet, with 68% of repeat orders in 2025 coming from a category different than the one first shopped.
Going forward, we believe there is meaningful white space to continue expanding our assortment into new product categories within and outside of apparel. Based on a report commissioned by us from a major consulting firm, customers have expressed continued interest in shopping everything from intimates and lingerie to home decor and menswear from Reformation in the future.
### Supply chain
Our fast, flexible, and geographically diverse supply chain underpins our product merchandising performance and is a core driver of our business model. We operate a global, consistent, and highly scalable supply chain, thanks to our strategic network of global partners and rigorous system of controls, built to deliver covetable products at a great value and quality level.
We believe three key facets of our supply chain strategy set us apart from the broader fashion industry:
- Speed: We continually test, learn, and evaluate new product performance in real-time and are able to scale production up or down as needed to mitigate inventory risk and overproduction while responding quickly to consumer demand signals. This capability is supported by our North American manufacturing footprint, which accounted for 34% of total production in 2025 and includes our company-operated factory. Even as receipts have grown, over the past three years, we delivered 50% of our products in 60 days or less from purchase order to distribution center, and nearly 65% of our product reorders were manufactured in 60 days or less.
- Agility: We leverage our vast supply chain network to minimize exposure to global disruptions. Our sourcing strategy is supported by geographic diversity: in 2025, 51% of our units were made in Asia, 34% in North America, 10% in Europe, and 5% in South America. We continuously evaluate and test new sourcing markets to further strengthen and diversify our manufacturing footprint.
- Value: Our DTC model enables us to offer compelling value to customers while supporting attractive unit economics. Our gross margin is supported by our consistently high rate of full-price selling (approximately 80% of DTC net revenue from 2021 to 2025) and as a result our gross margins have remained above 60% despite the impact of IEEPA tariffs.
Our supply chain is underpinned by best-in-class sustainability outcomes, responsible labor practices, and ongoing materials innovation. Across our manufacturing and distribution partners, we ensure compliance with our Code of Conduct, which is based on International Labor Organization standards and responsible environmental management practices. We require finished and raw goods suppliers to participate in independent, third-party audits to ensure fair, safe, and healthy working conditions. In addition to compliance, we invest in continuous improvement through our Factory Forward programs, which focus on co-investing with suppliers to advance renewable energy adoption, improve water efficiency, and implement cleaner chemistry practices across our supply chain.
### Multi-channel distribution strategy
Our goal is to meet our customers wherever and however they choose to shop. We do this by creating a cohesive and immersive brand experience across our two channels:
- DTC, which includes our e-commerce platform and retail stores, and
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- Wholesale and Other, which includes sales made to third-party retailers such as department stores, online retailers, and other wholesale partners, and other miscellaneous revenues such as sample sales and sales to distributors.
We believe our channel mix enhances our ability to acquire, retain, and drive lifetime value across our customers.
### DTC
Our ability to connect with a global consumer through our DTC channel has been an important part of our story since 2013, when we began selling our products online. In 2025, e-commerce generated more than 120 million visits to our website and was complemented by a retail footprint of 64 retail stores that are highly valuable in their ability to acquire customers, engender greater loyalty with returning customers, and drive sales. Further, in 2025, our customers who shopped both online and in stores purchased an average of 4.8 times per year and generated 3.1 times higher annual net spend compared to a shopper in only e-commerce or retail.
We have invested significantly in building and operating our e-commerce platform in-house, supported by dedicated Engineering and Digital Product teams that provide control, speed, and flexibility uncommon among many fashion and lifestyle brands. Our e-commerce shopping experience enables product discovery through branded storytelling, data-informed visual merchandising, and advanced search and recommendation tools that leverage real-time selling and inventory data. We also maintain extensive reporting capabilities to optimize the conversion funnel by product category, geography, marketing source, and customer behavior. In addition, we have established geographic localization capabilities, including translated and region-specific experiences, such as operating a French-language website and supporting worldwide shipping.
Our growing fleet of retail stores generates impressive unit economics while offering our customers a differentiated in-store experience through our technology-enabled Retail X™ platform. Launched in 2017, Retail X™ is designed to reimagine the shopping experience by addressing common challenges of traditional retail including overwhelmed store teams, messy product displays, and hard-to-find inventory. Retail X™ is featured in a majority of our stores and allows us to deliver a luxe, showroom-style shopping experience in a high foot traffic environment.
Each Retail X™ store is set up as a showroom model with one sample garment on display for each shoppable SKU. Customers have the choice of building a dressing room using one of the touchscreens
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positioned throughout the store, with the help of an associate, or through QR codes using their personal mobile device. Inside the dressing room, additional screens provide styling and sustainability information and enable customers to request alternative styles and sizes. Each dressing room also features customizable lighting that enables our customers to experience our products in different environments.
For Ref, this technology enables improved inventory optimization, richer customer data capture, and strong financial results. In 2025, stores with Retail X™ generated approximately 8.5% higher average order value and approximately 270 basis points higher conversion compared to non-Retail X™ stores, while also producing a unique and rich set of data, including fitting room and product-level conversion.
Our stores are highly efficient at driving growth, with over 30% of DTC new customers in 2025 acquired through our retail locations. Our store base is highly productive, achieving an average payback period of less than 24 months. We will continue to leverage technology to innovate our shopping experience for customers in the years to come.
### Wholesale and Other
Wholesale partnerships allow us to test new markets and build brand awareness ahead of retail expansion, particularly in new international markets. We have taken a deliberate approach to wholesale expansion, focusing our efforts on brand-enhancing partners that fit our market positioning and drive strong productivity. As of June 27, 2026, we sell into 15 strategic wholesale accounts across 142 wholesale doors in the United States, Canada, Europe and Australia.
### Sustainability
We like to say that if being naked is the #1 most sustainable option, we’re #2. Our business is built around our conviction that we can be leaders in both best-in-class sustainability and financial outcomes.
We were founded with sustainability as a core value from day one. Sustainability is built into the DNA of our business model and supply chain operations. We are laser focused on our sustainability strategy and programs to ensure we deliver real impact with each investment we make. We never ask our customers to compromise on style, fit, or quality. Instead, our goal is to offer unprecedented value through products that look good and do good. And people love us for it. 73% of our customers appreciate Ref for our commitment to sustainability, and customers who cite sustainability as a value spend approximately 39% more with us, as validated by our July 2025 Customer Survey.
Going forward, we believe our mission will only become more important as we scale, particularly as we grow throughout Europe and focus on acquiring younger customers, groups that both place a higher value on sustainability as purchase criteria, based on our July 2025 Customer Survey.
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Today, we define sustainability as:
- Made Smarter. We are leaders in developing and using lower impact materials, adhering to the highest standards for fiber usage and material processing in order to reduce our energy and water footprints. In 2025, Ref products saved on average 79% and 73% per unit compared to conventional water and carbon footprints, respectively. In 2025, materials made up about 40% of our carbon footprint. We source all of our materials in line with our industry-leading Fiber Standards. 97%+ of the materials we used in 2025 were recycled, regenerative, or renewable.
- Made Better. We align with rigorous standards for social responsibility and invest in leading environmental practices within our owned facilities and broader supply chain. We have a robust Sustainable Partners Guide and systems of control to ensure we maintain our rigorous standards in both our mills and manufacturing facilities globally. We go even further in our Factory Forward program to co-invest and support strategic suppliers in decarbonization, resource efficiency, and chemistry management. Through partnerships with leading industry groups like the Fair Labor Association and Apparel Impact Institute, we continue to push for higher standards in our own business and across the sector. In 2025, approximately 88% of our Tier 1 suppliers met our top two highest ratings for compliance with our Supplier Code of Conduct, and 100% of those with lower initial ratings engaged in corrective actions.
- Made for Good. We offer end-of-use options for our products through owned and third-party repair, resale, and recycling programs. 100% of stuff we made in 2025 is recyclable through our RefRecycling program.
Here’s how we put these principles into practice using a Ref cashmere sweater as an example:
- Made Smarter. Cashmere is the most carbon intensive fiber in our assortment, but it is also very popular with customers. In order to meet demand and deliver on our sustainability commitments, we developed a 100% recycled yarn composed of 95% recycled cashmere and 5% recycled wool. This
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blend delivers the luxurious softness and performance customers expect with 96% less CO2e and 89% less water consumption compared to a conventional cashmere sweater.
- Made Better. To bring our sweaters to life, we work with incredible mill and factory partners who share our values, as evidenced by the strength of their certifications and practices (e.g. SA8000, WRAP, GRS, ZDHC).
- Made for Good. We consider it part of our responsibility to help our customers keep their clothing in wearable condition for as long as possible, so all garments have detailed care instructions and we sell helpful tools like sweater shavers too. When they’re ready for a change, we have partnerships with other leading circular businesses like Poshmark and ThredUp designed to streamline and incentivize the resale process. Ref sweaters typically sell for $50 to $200 on Poshmark, so it’s also a great way to help customers reduce cost per wear. Finally, when our sweaters are no longer in wearable condition, they can be recycled through RefRecycling where they will be used as feedstock for a recycled yarn program.
Transparency and trust are foundational to this work, so we tell it like it is in our biannual sustainability reports, which detail our progress and are publicly available on our website. We also developed RefScale, a proprietary lifecycle assessment tool that measures the impact of making a Reformation garment compared to the equivalent conventional garment sold in the United States, which we share on every product detail page.
But you don’t have to take our word for it. We have been recognized as leaders in sustainable fashion by lots of reputable third parties such as the Global Fashion Agenda, Textile Exchange, and Remake’s Fashion Accountability Report. We also have our climate targets verified by SBTi, report to CDP, and complete third-party verification of our climate accounting and RefScale each year. Our key sustainability partners and certifications include:
Going forward, we believe we can continue to set a new standard for sustainable fashion. We started with ambitious climate action. Next, we aspire to become a circular business. At the simplest level, that means we’ll aspire to use as little virgin material as possible in our stuff and to make every product recyclable.
### Our mission, values, and people
Our mission to bring sustainable fashion to everyone connects our teams across continents through a shared purpose. We have five everyday guiding principles that help us bring this to life:
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- Be Brave. We are leaders. We tackle big challenges worth solving. We speak up when we have a good idea. We are future-focused and make decisions with a long-term vision.
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### People Focused. We empower each other. We break down barriers. We create opportunities to learn and grow. We treat all people on this planet with respect.
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### Make it Better. We are dedicated to learning, evolving, and changing for the better. We are flexible and adapt to change.
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### Own It. We are accountable to our team and our customers. We do our best and own up when something falls short. We are honest, open and vulnerable.
- Make an Impact. We aim to be pioneers in sustainability. We believe climate change is the biggest issue facing our planet. We fight for sustainable solutions that preserve and protect our natural environment and the people and communities that make up our world.
We are proud to live our values every day, in small and big ways. It’s as simple as celebrating five Refs every month—from our stores to our factory and corporate offices—who embody these values, and as significant as stepping up to do our part when things are especially tough. For example, in January 2025 when our hometown was impacted by devastating wildfires, we organized a community relief event and brought together over 25 partner brands to distribute more than 18,000 essential items to Los Angeles residents in need. Earlier, during the COVID-19 pandemic, we partnered with the City of Los Angeles on their L.A. Protects initiative and produced nearly one million non-medical masks, including over 330,000 donated to frontline and community organizations.
We know that none of the work we do happens without our team. We have intentionally built a culture that emphasizes accountability, ownership, thoughtful risk-taking, and continuous improvement. As of the first quarter of 2026, we have approximately 1,261 employees across four corporate offices (located in Los Angeles, New York, and London), and 66 retail stores. We also employ temporary personnel to supplement our workforce, primarily in our distribution center, or as business needs arise.
Our principles guide how we hire, develop, and retain talent. We maintain high standards for recruiting and focus on individuals who demonstrate strong judgment, agility, and the ability to learn quickly in a fast-moving environment. We invest meaningfully in training, development, and coaching to build institutional expertise, support long-term careers, and ensure our teams are equipped to execute as the business scales.
### Technology and information systems
Our technology platform is designed to support our fast-paced operations and innovative omnichannel customer experience. Our strategy balances the use of scalable enterprise solutions with proprietary, custom-built applications that enable us to create a distinct competitive advantage.
### Enterprise foundation
Our core infrastructure leverages what we believe is a best-in-class technology stack, including systems for our e-commerce platform, product development, financial and organizational management, and warehouse management. These in-house tools allow us to manage a complex yet flexible supply chain that can move from design to full-run production in under 30 days.
### Proprietary, custom-built applications
Our proprietary middleware and custom product information and purchasing systems support our rapid product development and industry-leading speed to market. We use a centralized data warehouse to provide a unified single view of the customer across our e-commerce platform and our retail stores. This allows for a frictionless experience where customers can track orders across our DTC touchpoints and receive personalized engagement via our third party powered segmentation.
In our physical stores, we utilize proprietary retail applications that power a highly digitized experience:
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### Retail X™ touchscreen discovery: Customers use in-store displays to build their dressing rooms.
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- The Retail X™ “Magic Wardrobe”: Our digital dressing rooms allow customers to request new sizes or styles via touchscreen, which are delivered by staff through our patented two-way wardrobes, keeping the customer experience private and seamless.
- Proprietary checkout: Our Retail and Customer Love teams use custom applications built on top of our e-commerce engine to manage inventory and customers, ensuring the high-touch service of a boutique with the efficiency of a digital platform.
### Logistics & global distribution
To support our global footprint, we warehouse and ship product across a global network including our owned Los Angeles-based distribution center, our European 3PL partner, and our extensive retail network. We also ship product through several complex fulfillment models such as dropship.
We have developed custom, real-time integrations between our third-party warehouse management system and our European 3PL partner, ensuring seamless inventory visibility and order flow across borders. We further utilize carrier consolidation for international shipping to minimize both our carbon footprint and fulfillment costs. Our domestic distribution center is optimized by an automated storage and retrieval system that allows us to handle high-volume product launches with precision and speed.
### Indebtedness
As of June 27, 2026, we had $246.7 million of term loans and $3.6 million of letters of credit outstanding under the Credit Agreement, against which we held $76.6 million in cash and had $26.4 million in available borrowing capacity. Our debt obligations, which are subject to restrictive covenants and variable interest rates, may limit our operational and financial flexibility, potentially constraining our ability to fund future growth or respond to our business's working capital needs.
### Challenges
We face a number of challenges inherent to our industry, including, among other things, our ability to attract new customers and maintain our returning customers, maintain a strong community of engaged customers and increase our brand awareness, respond to customer preferences and trends, successfully expand into international markets, manage our supply chain effectively, and manage our sustainability standards amidst rising costs and complex global regulation. In addition, certain disruptions in the global economy, including market disruptions, monetary and fiscal policy uncertainty, supply chain challenges, volatility in the cost of raw materials, trade wars and tariffs have, and may continue to, adversely affect the pricing and availability of our products and our customers’ willingness to purchase our products. Any number of these challenges, among others, could have a negative impact on our business, financial condition and results of operations. For a discussion of challenges, risks and limitations that could harm our business, see “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.
### Our intellectual property
We rely on a combination of trademarks, copyrights, trade secrets, patents, license agreements, confidentiality procedures, non-disclosure agreements, employee non-disclosure, and invention assignment agreements and other legal and contractual rights to establish and protect our proprietary rights. As of the first quarter of 2026, we own one issued patent, which will expire on January 15, 2038. Additionally, as of the first quarter of 2026, we have 73 registered trademarks, three pending trademark applications, and 32 registered copyrights.
Our trademark registrations and applications, which we have filed in the United States and in various other jurisdictions around the world, have focused primarily on the REFORMATION word mark and other indicia of origin. We have registered domain names for websites that we use in our business, such as thereformation.com and similar variations, and hold copyright registrations for certain fabric prints that we have designed.
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We also rely on contractual and common law rights in relation to our proprietary technology, products and the content displayed on our websites. Further, we have developed internal practices regarding the protection of our proprietary rights pursuant to which we register our intellectual property to the extent we determine appropriate and cost-effective.
We control access to and use of our proprietary and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. It is our practice to enter into confidentiality and invention assignment agreements (or similar agreements) with our employees, consultants and contractors involved in the development of intellectual property on our behalf. We also enter into confidentiality agreements with other third parties in order to limit access to, and disclosure and use of, our confidential or proprietary information.
We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective. Despite our efforts to protect our intellectual property rights, they may be infringed, misappropriated or violated, or may be invalidated, circumvented or challenged. For additional information, see the section titled “Risk Factors—Risks Related to Intellectual Property, Information Technology, Data Security and Privacy.”
### Our competition
The womenswear retail markets, in addition to the premium apparel and accessory markets, are highly competitive, fragmented, and ever evolving. Competition is principally based on brand image, product recognition, quality, design, distribution, and price. We face competition from a broad range of competitors across a wide range of softlines brands, multi-brand retail, and e-commerce sites, and vertically integrated specialty stores. We believe we are well-positioned to compete in these markets based on our distinct brand aesthetic and voice, the premium nature of our products, our rapid product development cycle, and our unique omnichannel and Retail X™ shopping experience. We are also differentiated in our integrated approach to sustainability which we believe strengthens customer loyalty.
### Our properties & facilities
Our corporate headquarters is located in Vernon, California, where we lease approximately 185,000 square feet of space under a lease that expires in 2030. We currently use our corporate headquarters for innovation around sustainability, product design and development, operations, marketing, technology, and customer experience, as well as our other supporting teams. In addition to our corporate headquarters, we have satellite office locations in Culver City, CA, New York, NY, and London, United Kingdom where combined, we lease approximately 19,000 square feet of office space. We predominantly ship our products from our distribution center in Vernon, CA, our European 3PL, and our retail stores across the United States.
As of June 27, 2026, we also lease property in select cities across the United States, UK, Canada, and France for our 70 retail locations as well as a store location in Pacific Palisades, CA which is temporarily closed due to the Los Angeles wildfires, totaling approximately 190,000 square feet.
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Note: Represents store footprint as of June 27, 2026.
We believe our facilities are adequate and suitable for our current needs, and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.
### Regulatory matters
In the United States and the other jurisdictions in which we operate, we are subject to labor and employment laws, laws governing advertising, privacy and data security, product labeling and compliance, safety regulations, and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of our retail stores, manufacturing-related facilities and distribution centers. Our products, which are predominantly manufactured in countries other than the United States and which are sold in over 150 countries across the world, may be subject to tariffs, treaties, and various trade agreements, as well as laws affecting the importation of consumer goods. We monitor changes in these laws and believe we are in material compliance with applicable laws.
### Seasonality
Seasonality in our business does not follow that of traditional retailers, which typically experience concentration of net revenue in the holiday quarter. Historically, our results are impacted by a pattern of increased sales into the early spring and summer months, which results in increased revenue during the second quarter of each fiscal year relative to the first quarter. The third fiscal quarter typically sees a moderate increase in net revenue relative to the second fiscal quarter, given the timing of one of our twice-yearly promotional events beginning in August. We expect this seasonality to continue in future years and believe it will be subject to maintaining our promotional sales strategy and the precise timing of our twice-yearly promotional sales event and our annual Black Friday Cyber Monday promotion. Our operating income has also been affected by these historical quarterly trends because many of our expenses are relatively fixed in the short term.
### Legal proceedings
In the ordinary course of conducting our business, from time to time we may become involved in various legal actions and other claims. We may also become involved in other judicial, regulatory, and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations, or cash flows.
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MANAGEMENT
### Executive Officers and Directors
The following table sets forth information regarding our executive officers and our board of directors as of July 20, 2026.
| Name | Age | Position |
| --- | --- | --- |
| Executive Officers | | |
| Hali Borenstein | 41 | Chief Executive Officer, President and Director |
| Joshua Moore | 51 | Chief Financial Officer |
| Ivan Tchakarov | 51 | Chief Operating Officer |
| Non-Employee Directors | | |
| Yael Aflalo | 49 | Director |
| Zipporah Allen | 45 | Director |
| John Coyle | 60 | Director |
| Shreya Kadaba | 36 | Director |
| Brigitte Kleine | 58 | Director |
| Steven Miller | 53 | Director |
| Stacey S. Rauch | 68 | Director |
### Executive Officers
Hali Borenstein has served as our Chief Executive Officer since June 2020 and as a member of our Board of Directors since August 2019. From December 2017 until June 2020, Ms. Borenstein served as President of the Company, and, from 2014 to 2017, Ms. Borenstein held various merchandising and design roles at the Company. Prior to joining Reformation, Ms. Borenstein was a Senior Merchandiser at Gymboree and a Consultant at Bain & Company. From December 2019 to May 2026, Ms. Borenstein has served on the board of directors of Carter’s, Inc. (NYSE: CRI), the largest branded marketer of young children’s apparel in North America. Ms. Borenstein received her B.A. in Political Science and Markets and Management from Duke University and her M.B.A. from Stanford University. We believe that Ms. Borenstein possesses specific attributes that qualify her to serve as a member of our board of directors, including her strategic insights, deep knowledge of our business, and executive management and leadership experience.
Joshua Moore has served as our Chief Financial Officer since March 2025. Prior to joining Reformation, Mr. Moore was the President, Chief Operating Officer, and Principal Financial Officer at The Apparel Group Ltd. from November 2022 to October 2024 and Chief Financial Officer from August 2020 to November 2022. Previous executive positions also include Senior Vice President and CFO at WORLDPAC as well as senior finance, treasury and investor relations roles at Advance Auto Parts (NYSE: AAP), At Home Group Inc., and The Michaels Companies. Mr. Moore also held various finance and accounting roles at Best Buy, Inc. (NYSE: BBY) and Land O’Lakes, Inc. Mr. Moore received his B.A. with a concentration in Accounting and Finance from Clark Atlanta University and his M.B.A. from University of Dallas Satish & Yasmin Gupta College of Business.
Ivan Tchakarov has served as our Chief Operating Officer since June 2022. Prior to joining Reformation, Mr. Tchakarov was with Alphabet Inc. (Nasdaq: GOOG) from January 2016 to June 2022, first as Director of Operations for Google Express and Google Shopping, and subsequently as Director of Product Management for Google Merchant Platform. Mr. Tchakarov previously held various leadership positions in logistics, strategy and operations at Sears Holdings Corporation, United Parcel Service, and Accenture. He earned a B.S. in Business Administration from Sofia University and an M.B.A. in Supply Chain Management from the Haslam College of Business at the University of Tennessee.
### Non-Employee Directors
Yael Aflalo has served as a member of our Board of Directors since August 2019. Ms. Aflalo founded Reformation in 2009 and served as our Chief Executive Officer from January 2009 to June 2020. Ms. Aflalo
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has served as a Principal at Daughters Capital, a female founder-led fund, since July 2021. Most recently, in August 2023, Ms. Aflalo founded AFLALO, a ready-to-wear women’s clothing company. We believe that Ms. Aflalo possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience as chief executive officer of the Company, knowledge of the sustainable fashion industry and expertise in e-commerce, retail and design.
Zipporah Allen has served as a member of our Board of Directors since March 2021. Since September 2025, Ms. Allen has served as Chief Commercial Officer of Sweetgreen (NYSE: SG). Previously, Ms. Allen served as Chief Business Officer at Strava from March 2023 to March 2025, and as Chief Marketing Officer from March 2022 to March 2023. Ms. Allen currently serves on other private and non-profit boards of directors. Before joining Strava, Ms. Allen served as Chief Digital Officer at Taco Bell from November 2019 to March 2022, and in various marketing and strategy roles at Pizza Hut and McDonald’s Corporation (NYSE: MCD). Ms. Allen received her B.S. in International Marketing from the University of Southern California, Marshall School of Business and her M.B.A. from Northwestern University, Kellogg School of Management. We believe that Ms. Allen possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience with digital innovation and consumer brands, extensive board service and knowledge of scaling businesses across retail and technology industries.
John Coyle has served as a member of our Board of Directors since August 2019. Mr. Coyle was a Partner at Permira Advisers LLC from June 2008 to December 2025, where he served on the Executive and Investment Committees and worked across the consumer, healthcare and services sectors. Mr. Coyle currently serves on the boards of directors of numerous private companies. Prior to joining Permira, Mr. Coyle was the Global Head of the Financial Sponsor Group at J.P. Morgan Securities, where he worked for over 20 years. Mr. Coyle received his B.A. in Economics from the University of Notre Dame and his M.B.A. from Columbia Business School. We believe that Mr. Coyle possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive board service, knowledge of the consumer sector and private equity experience.
Shreya Kadaba has served as a member of our Board of Directors since October 2020. Ms. Kadaba has been at Permira Advisers LLC since 2014 and has served as a Managing Director since January 2022, largely focusing on opportunities in the consumer sector. From June 2023 to September 2023, Ms. Kadaba served as a Board Observer for LegalZoom.com Inc. (Nasdaq: LZ). Prior to joining Permira, Ms. Kadaba worked in investment banking at Morgan Stanley. Ms. Kadaba received her B.A. in Economics and Statistics from Columbia University and her M.B.A. from Harvard Business School. We believe that Ms. Kadaba possesses specific attributes that qualify her to serve as a member of our board of directors, including her expertise in the digital space, knowledge of the consumer sector and private equity experience.
Brigitte Kleine has served as a member of our Board of Directors since October 2019. Ms. Kleine is an Operating Partner at Stripes, LLC (“Stripes”), which she joined in September 2017, focusing on branded consumer businesses in fashion and retail. Since March 2023, Ms. Kleine has served as Chief Executive Officer of KHAITE, an American luxury womenswear brand and Stripes portfolio company, and has served on KHAITE’s board of directors since June 2021. Ms. Kleine currently serves on the boards of directors of numerous private companies. Prior to joining Stripes, Ms. Kleine served as the President of Tory Burch. Ms. Kleine also served as the President of Michael Kors Collection and the President of Alexander McQueen. Ms. Kleine received her B.A. from Rutgers University. We believe that Ms. Kleine possesses specific attributes that qualify her to serve as a member of our board of directors, including her experience as chief executive officer of a luxury women’s fashion brand, extensive board service and knowledge of fashion and retail.
Steven Miller has served as a member of our Board of Directors since April 2026. From October 2011 to October 2025, Mr. Miller served as Chief Financial Officer and Treasurer at Warby Parker (NYSE: WRBY) where he built and managed the financial organization and successfully led the company’s public listing. Following that, Mr. Miller joined Monumental Sports & Entertainment, where he currently serves as Executive Vice President and Chief Financial Officer. Before joining Warby Parker, Mr. Miller served as Chief Financial Officer and Senior Vice President of Corporate Development for Majestic Research, a pioneering data-driven research firm, where he led the successful sale of the company to Investment Technology Group, Inc. (now part of Jefferies Financial Group (NYSE: JEF). Mr. Miller also served as a Vice President of Comerica Bank’s Technology and Life Sciences Division. Mr. Miller currently serves on the boards of
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directors of private companies and non-profit organizations including Dandelion Chocolate and The Cooper Hewitt Smithsonian Design Museum. Mr. Miller holds a B.A. in Political Science from Columbia University. We believe that Mr. Miller possesses specific attributes that qualify him to serve as a member of our board of directors, including his experience as chief financial officer of a contemporary eyewear brand, knowledge of the consumer sector and financial acumen.
Stacey S. Rauch has served as a member of our board of directors since June 2026. Ms. Rauch is a Senior Partner Emeritus of McKinsey & Company from which she retired after serving clients in the United States and internationally for 24 years. She was a leader in the Firm’s Retail and Consumer Goods Practices and served as the head of the North American Retail and Apparel Practice. Since retiring from McKinsey, Ms. Rauch has served as a member or chair of public, private and private trust company boards. Since 2022, Ms. Rauch has served on the board of Carter’s, Inc. (NYSE: CRI) and since 2024 as a trustee of the Navigator Trust Company (PVT) Limited, representing the shareholders of a private family-owned multinational enterprise. Stacey formerly served on the boards of the Ascena Retail Group (Nasdaq: ASNA) from 2017 to 2021, Land Securities Group PLC (LSE: LAND) from 2012 to 2021, the Fiesta Restaurant Group, Inc (Nasdaq: FRGI) from 2012 to 2023, and Heidrick & Struggles Inc. (Nasdaq: HSII) from 2019 to 2025. Ms. Rauch received her B.S. in Economics and her M.B.A. from The Wharton School of the University of Pennsylvania. We believe that Ms. Rauch possesses specific attributes that qualify her to serve as a member of our board of directors, including her deep experience as an international business leader, extensive board service and knowledge of the retail and consumer space.
### Board Composition and Election of Directors
Our amended and restated bylaws will provide that our board of directors shall consist of no less than one but no more than fifteen directors and the number of directors constituting the entire board of directors shall be fixed from time to time by the board of directors. Upon consummation of this offering, our board of directors will consist of eight members. Of the eight members, Zipporah Allen, John Coyle, Shreya Kadaba and Brigitte Kleine were elected as Permira designees and Yael Aflalo was elected as the AFT Stockholder designee. John Coyle will serve as chairperson of our board of directors.
Until the Voting Threshold date, we will have a single class of directors who are each elected for one-year terms and until their successors are duly elected and qualified. Our amended and restated certificate of incorporation will provide that from and after the Voting Threshold Date, our board of directors will be divided into three classes of directors, as nearly equal in size as is practicable, hereby designated as Class I, Class II and Class III, with the directors serving three-year terms, provided, however, that such classification will not take effect if, prior to the time it would otherwise become effective, our board of directors, by the affirmative vote of a majority of the directors then in office, elects not to effect such classification (the “Opt-Out Election”). The Opt-Out Election may be exercised only once, and if the board of directors does not make the Opt-Out Election prior to the time the classified board would otherwise become effective, the right to make the Opt-Out Election shall expire and be of no further force or effect, and the classified board shall become effective in accordance with the terms of our amended and restated certificate of incorporation without any further action by our board of directors. From and after the Voting Threshold Date, so long as our board of directors elects not to effect such classification, the board of directors may assign members of the board of directors already in office to such classes at the time such classification becomes effective.
The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the date on which the classified board becomes effective (the “Classified Board Effective Date”), the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Classified Board Effective Date, and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Classified Board Effective Date. At each annual meeting of stockholders, commencing with the first regularly scheduled annual meeting of stockholders following the Classified Board Effective Date, each of the successors elected to replace the directors of a class whose term shall have expired at such annual meeting shall be elected to hold office for a three year term and until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. Prior to the Classified Board Effective Date, all directors shall be elected at each annual meeting of stockholders to serve until the next annual meeting of stockholders (except in the event a Classified Board Effective Date occurs) and until his or her successor shall have been duly elected and qualified.
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In connection with this offering, we intend to enter into the Stockholders’ Agreement with Permira and certain other stockholders governing certain nomination rights with respect to our board of directors following this offering. Under the Stockholders’ Agreement, we are required to take all necessary action to cause the board of directors to include individuals designated by Permira in the slate of nominees recommended by the board of directors for election by our stockholders, as follows:
- for so long as Permira owns at least 30% of the aggregate number of shares of common stock then issued and outstanding, Permira will be entitled to designate four individuals for nomination;
- for so long as Permira owns less than 30% but at least 20% of the aggregate number of shares of common stock then issued and outstanding, Permira will be entitled to designate three individuals for nomination;
- for so long as Permira owns less than 20% but at least 10% of the shares of the aggregate number of shares of common stock then issued and outstanding, Permira will be entitled to designate two individuals for nomination; and
- for so long as Permira owns less than 10% but at least 5% of the shares of the aggregate number of shares of common stock then issued and outstanding, Permira will be entitled to designate one individual for nomination.
Permira will also have the exclusive right to remove its respective designees and to fill vacancies created by the removal or resignation of their designees, and we are required to take all necessary action to cause such removals and fill such vacancies at the request of Permira.
Subject to applicable law and listing requirements of the NYSE, for so long as Permira owns at least 5% of the aggregate number of shares of common stock then issued and outstanding, Permira shall be entitled to designate one individual for nomination to serve on each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee and any other committee that the board of directors may from time to time establish and maintain.
Additionally, for so long as the AFT Stockholder owns at least 5% of the aggregate number of shares of common stock then issued and outstanding, the AFT Stockholder shall be entitled to nominate Yael Aflalo as a director.
For more information on the Stockholders’ Agreement, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.”
### Director Independence
We have reviewed the independence of the persons that will be serving as directors upon the consummation of this offering using the NYSE independence standards. Based on this review, we have determined that Zipporah Allen, John Coyle, Shreya Kadaba, Brigitte Kleine, Steven Miller and Stacey S. Rauch are independent within the meaning of the NYSE listing standards.
In making these determinations, our board of directors considered the current and prior relationships that each director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our common stock by each director. In addition to determining whether each director satisfies the director independence requirements set forth in the listing requirements of the NYSE, in the case of members of the audit committee, our board of directors made an affirmative determination that such members also satisfy separate independence requirements and current standards imposed by the SEC.
There are no familial relationships between any of our executive officers and directors.
### Committees of the Board of Directors
Following the completion of this offering, the standing committees of our board of directors will consist of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our board of directors may also establish from time to time any other committees that it deems necessary or desirable.
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Audit Committee
Following the completion of this offering, our Audit Committee will consist of John Coyle, Steven Miller and Stacey S. Rauch, with John Coyle serving as chair. The SEC rules and the NYSE rules require us to have one independent audit committee member upon the listing of our shares of common stock on the NYSE, a majority of independent directors within 90 days of the listing date and all independent audit committee members within one year of the listing date. John Coyle, Steven Miller and Stacey S. Rauch each qualify as an independent director under the NYSE governance standards and the independence requirements of Rule 10A-3 of the Exchange Act.
Each member of our audit committee also meets the financial literacy requirements of the NYSE. In addition, our board of directors has determined that John Coyle and Steven Miller will each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our board of directors will adopt a written charter for the Audit Committee, which will be available on our website at www.thereformation.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.
Our Audit Committee will be responsible for, among other things:
- selecting, retaining, compensating, evaluating, overseeing and, where appropriate, terminating, our independent registered public accounting firm;
- reviewing and approving the scope and plans for audits and audit fees and approving all non-audit and tax services to be performed by our independent registered public accounting firm;
- evaluating the independence and qualifications of our independent registered public accounting firm;
- reviewing our financial statements, and discussing with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;
- reviewing and discussing with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;
- discussing with management our procedures regarding the presentation of our financial information, and reviewing earnings press releases and guidance;
- overseeing the design, implementation and performance of our internal audit function;
- setting hiring policies with regard to the hiring of employees and former employees of our independent registered public accounting firm and overseeing compliance with such policies;
- reviewing, approving and monitoring related party transactions;
- adopting and overseeing procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;
- reviewing and discussing with management and our independent registered public accounting firm the adequacy and effectiveness of our legal, regulatory and ethical compliance programs; and
- reviewing and discussing with management and our independent registered public accounting firm our guidelines and policies to identify, monitor and address enterprise risks.
### Compensation Committee
Upon the completion of this offering, we expect to have a Compensation Committee, consisting of Shreya Kadaba, Zipporah Allen, Stacey S. Rauch, Brigitte Kleine and John Coyle (as a non-voting member), with Shreya Kadaba serving as chair. Shreya Kadaba, Zipporah Allen, Stacey S. Rauch, Brigitte Kleine and John Coyle each meet the definition of “independent director” for purposes of serving on a compensation committee under the NYSE rules and are “non-employee directors” as defined in Rule 16b-3 of the Exchange Act. Our board of directors will adopt a written charter for the Compensation Committee, which
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will be available on our website at www.thereformation.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.
Our Compensation Committee will be responsible for, among other things:
- reviewing, approving or making recommendations to our board of directors regarding the compensation for our executive officers, including our chief executive officer;
- reviewing, approving and administering our employee benefit and equity incentive plans;
- establishing and reviewing the compensation plans and programs of our employees, and ensuring that they are consistent with our general compensation strategy;
- approving or making recommendations to our board of directors regarding the creation or revision of any clawback policy; and
- making recommendations to our board of directors regarding non-employee director compensation.
### Nominating and Corporate Governance Committee
Upon the completion of this offering, we expect to have a Nominating and Corporate Governance Committee, consisting of Shreya Kadaba, Zipporah Allen, Stacey S. Rauch, Brigitte Kleine and John Coyle (as a non-voting member), with Shreya Kadaba serving as chair. Our board of directors will adopt a written charter for the Nominating and Corporate Governance Committee, which will be available on our website at www.thereformation.com substantially concurrently with the completion of this offering. The information contained on, or that can be accessed through, our website is not a part of this prospectus; we have included this website address solely as an inactive textual reference.
Our Nominating and Corporate Governance Committee will be responsible for, among other things:
- reviewing and assessing and making recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of board members;
- identifying, evaluating, selecting or making recommendations to our board of directors regarding nominees for election to our board of directors;
- developing policies and procedures for considering stockholder nominees for election to our board of directors;
- reviewing our succession planning process for our chief executive officer and any other members of our executive management team;
- reviewing and making recommendations to our board of directors regarding the composition, organization and governance of our board of directors and its committees;
- reviewing and making recommendations to our board of directors regarding our corporate governance guidelines and corporate governance framework;
- overseeing director orientation for new directors and continuing education for our directors;
- overseeing the evaluation of the performance of our board of directors and its committees; and
- reviewing and monitoring compliance with our code of business conduct and ethics, and reviewing conflicts of interest of our board members and officers other than related party transactions reviewed by our audit committee.
Our board of directors may, from time to time, establish other committees.
### Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the Compensation Committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or Compensation Committee.
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Prior to the consummation of this offering, we intend to enter into certain indemnification agreements with our directors described in “Certain Relationships and Related Party Transactions—Director and Officer Indemnification Agreements.”
### Indemnification & Insurance
We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. Our amended and restated certificate of incorporation will include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. In addition, prior to the completion of this offering, we expect to enter into indemnification agreements with all of our directors and executive officers that provide them and certain of their affiliated parties with additional indemnification and related rights. See “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors.”
### Board of Directors Oversight of Risk Management
Management is responsible for the day-to-day management of risks we face. The full board of directors has the ultimate oversight responsibility for the risk management process, and, through its committees, oversees risk in certain specified areas. In particular, our Audit Committee oversees management of enterprise risks as well as financial risks and cybersecurity risks and is responsible for overseeing the review and approval of related party transactions. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and the incentives created by the compensation awards it administers. Our Nominating and Corporate Governance Committee oversees risks associated with corporate governance, business conduct and ethics.
Pursuant to the board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full board of directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by the board of directors and its committees.
### Code of Ethics and Code of Conduct
We will adopt a new Code of Ethics and Business Conduct that applies to all of our directors, officers and employees, including our chief executive officer and chief financial officer. Our Code of Ethics and Business Conduct will be available on our website upon the completion of this offering. Our Code of Ethics and Business Conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.
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EXECUTIVE AND DIRECTOR COMPENSATION
This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. For the fiscal year ended December 27, 2025, our “named executive officers” (“NEOs”) and their positions were as follows:
- Hali Borenstein, Chief Executive Officer;
- Joshua Moore, Chief Financial Officer; and
- Ivan Tchakarov, Chief Operating Officer.
This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.
### 2025 Summary Compensation Table
The following table provides information regarding the compensation earned by our named executive officers for the year ended December 27, 2025.
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Hali Borenstein, Chief Executive Officer | 2025 | $579,808 | $600,000 | — | — | $466,154 | $22,250 | $1,668,212 |
| Joshua Moore, Chief Financial Officer | 2025 | $365,385 | $318,750 | $1,048,800 | — | $153,462 | $7,125 | $1,893,522 |
| Ivan Tchakarov, Chief Operating Officer | 2025 | $470,048 | $356,396 | — | — | $188,368 | $12,250 | $1,027,062 |
(1)
Amounts shown in this column reflect the annual base salary earned by the named executive officer in respect of 2025. Mr. Moore commenced employment with the Company on March 10, 2025.
(2)
Amounts shown in this column represent one-time appreciation bonuses offered to executive leaders for extraordinary efforts in tariff mitigation and preparing the Company for this offering. The amount shown for Mr. Moore also includes a signing bonus in the amount of $200,000 paid pursuant to the terms of his employment agreement.
(3)
Amounts shown in this column represent the grant date fair value, calculated in accordance with FASB ASC Topic 718, of the restricted stock units granted to the named executive officers. For a summary of the assumptions used in the valuation of these equity awards, please see note 10 to our audited annual consolidated financial statements included elsewhere in this prospectus.
(4)
Amounts shown in this column represent the performance-based cash bonus earned by the named executive officer with respect to fiscal year 2025 performance. For more information relating to these bonuses, see the section titled “Overview of Our 2025 Executive Compensation Program—Elements of Compensation—Annual Cash Incentive Plan.”
(5)
Amounts shown in this column represent a 401(k) matching contribution paid by the Company of $7,125 for Mr. Moore and $12,250 for each Ms. Borenstein and Mr. Tchakarov. Ms. Borenstein also received a $10,000 annual clothing allowance.
### Overview of Our 2025 Executive Compensation Program
### Elements of Compensation
Our named executive officers were provided with the following primary elements of compensation in 2025:
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Base Salary
Base salary represents the fixed portion of each NEO’s compensation and is intended to provide compensation for expected day-to-day performance. Our NEOs received aggregate salaries for 2025 in the amounts reported in the Summary Compensation Table. For 2026, Ms. Borenstein’s salary is $650,000, Mr. Moore’s salary is $490,000 and Mr. Tchakarov’s salary is $490,000.
Annual Cash Incentive Plan
Our NEOs are eligible to receive an annual cash incentive bonus based on the achievement of Company and individual goals. Each of our NEOs’ annual cash incentive bonus is determined by multiplying the NEO’s target bonus opportunity by the level at which the goals were achieved.
For the 2025 performance bonus, we determined payout amounts based on actual performance 50% Net Revenue and 50% Adjusted EBITDA. Based on the current dynamics surrounding tariff impact, the board of directors exercised its discretion and determined to pay bonuses at 80% of target given that uncertainty around timing of tariff repayment.
Equity-based compensation
Ms. Borenstein and Mr. Tchakarov previously received grants of stock options under the 2019 Plan as reflected in the “Outstanding Equity Awards” table below. In 2025, Mr. Moore received grants of restricted stock units in connection with commencing employment with the Company.
Retirement and Employee Benefits
Each of our NEOs is eligible to participate in our qualified defined contribution retirement plan (i.e., our 401(k) Plan) under the same terms as our other eligible employees. Our NEOs are also eligible to receive the same health and welfare benefits that are generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. We provide these benefits in order to foster the development of our employees’, including our NEOs’, long-term careers with us.
Other Benefits and Perquisites
In addition to the benefits that all of our employees are eligible to receive, our NEOs are eligible for certain other perquisites. For 2025, these additional benefits and perquisites included a Company clothing allowance for Ms. Borenstein.
Outstanding Equity Awards at Fiscal Year End 2025
The following table sets forth information regarding outstanding equity awards held by our named executive officers as of December 27, 2025.
| Name | Vesting Commencement Date | Number of Shares Underlying Unexercised Options (#) Exercisable(1) | Number of Shares Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares, Units or Other Rights That Have Not Vested(4) | Market or Payout Value of Shares, Units or Other Rights That Have Not Vested ($) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Hali Borenstein | 12/9/2019(3) | 967,078 | | 967,078 | 6.60 | 12/9/2029 | | |
| Joshua Moore | 4/3/2025 | — | — | — | — | — | 67,783 | $925,823 |
| Ivan Tchakarov | 7/18/2022(3) | 238,309 | 33,963 | 292,392 | 8.04 | 7/18/2032 | | |
(1)
Represents options granted under the 2019 Plan that generally vest and become exercisable as follows: 25% vests on the first anniversary of the applicable vesting commencement date and the remainder vests in substantially equal monthly installments
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over 36 months thereafter. The options expire no later than the tenth anniversary of the grant date. Figures reflect the Stock Split that was effected on July 13, 2026.
(2)
Represents options granted under the 2019 Plan that generally vest and become exercisable upon the achievement of certain performance-based vesting requirements based on a return received by Permira on a multiple of their investment in the Company at any time prior to or in connection with an Exit Event (as defined under the 2019 Plan).
(3)
Options shown in these rows reflect the adjustments to the number of options and to the option exercise prices for stock options that were outstanding as of May 2024, in connection with a stock repurchase conducted by the Company, which reduced the total number of outstanding shares of our common stock. The adjustment preserved the total in-the-money value of the options and each optionholder's percentage interest in our common stock represented by his or her options.
(4)
Represents restricted stock units that generally vest as follows: 25% vests on the first anniversary of the applicable vesting commencement date and the remainder vests in substantially equal monthly installments over 36 months thereafter and a performance-based condition. The performance condition accelerates vesting upon the occurrence of a “change in control” (as defined in the applicable RSU agreement) or an IPO and would be forfeited if no change in control or IPO occurs within 7 years following the grant date. Figures reflect the Stock Split that was effected on July 13, 2026.
### Employment Agreements with our Named Executive Officers
In 2025, each of our named executive officers was party to a written employment arrangement (the “prior NEO employment agreements”) that generally set forth the terms and conditions of their employment, including base salary, target annual cash bonus opportunities, the opportunity to participate in our equity incentive plans and standard employee benefit plan participation. For a description of the compensation actually paid to the named executive officer for fiscal year 2025, please refer to the “Summary Compensation Table.”
Mr. Moore’s employment agreement provided for certain additional payments and equity grants that may become due in connection with this offering. Under the terms of his employment agreement, Mr. Moore was eligible to receive a one-time cash bonus of $200,000 and an annual equity grant in an amount equal to 150% of his base salary. Additionally, if the Company entered into a definitive agreement with respect to a transaction that would constitute a change in control of the Company prior to June 30, 2026, and the pre-tax proceeds Mr. Moore ultimately receives in connection with the equity award that was granted on April 3, 2025 were less than $1,250,000, the Company was required to make a one-time payment to Mr. Moore to make up the difference between the actual pre-tax proceeds received and $1,250,000.
The prior NEO employment agreements further provided for severance and other benefits upon a qualifying termination of the NEO’s employment, see “—Potential Payments and Benefits on Termination.”
2026 NEO Employment Letter Agreements
In connection with this offering, we have entered into new employment letter agreements with each of our NEOs (the “2026 NEO employment letter agreements”), which will be effective upon the effectiveness of the registration statement of which this prospectus forms a part and at such time will supersede the prior NEO employment agreements. The 2026 NEO employment letter agreements do not have a specific term and provide that each NEO’s employment is at-will. The 2026 NEO employment letter agreements also generally provide that, in any single fiscal quarter during the 6 month period following the expiration of the lock-up agreements with the underwriters, the NEO will not dispose of more than 10% of the NEO’s aggregate holdings of Company common stock and vested equity-based awards, determined as of the first day of the applicable fiscal quarter.
Pursuant to Ms. Borenstein’s new employment letter agreement, her current base salary is expected to be $650,000 and her annual target bonus opportunity is expected to be 100% of her base salary.
Pursuant to Mr. Moore’s new employment letter agreement, his current base salary is $490,000 and his annual target bonus opportunity is expected to be 50% of his base salary.
Pursuant to Mr. Tchakarov’s new employment letter agreement, his current base salary is expected to be $490,000 and his annual target bonus opportunity is expected to be 50% of his base salary.
### Chief Financial Officer IPO Bonus and Equity Grants
On June 16, 2026, we approved a one-time cash bonus in the amount of $389,181 for Mr. Moore, which was paid promptly following approval.
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On July 9, 2026, we also approved two one-time equity grants to Mr. Moore: (i) a grant of fully-vested restricted stock units with a grant date value of $220,000 that will settle on the earlier of within thirty (30) days following the lockup expiration date and March 15, 2027 (the “IPO Bonus Grant”) and (ii) a grant of restricted stock units with a grant date value of $735,000 that will vest and settle on the same terms as the Annual Equity Grants described below (the “Moore IPO Grant”). The IPO Bonus Grant was granted to Mr. Moore in lieu of the cash IPO bonus pursuant to the terms of his prior employment agreement and the Moore IPO Grant was likewise made pursuant to the terms of his prior employment agreement. The IPO Bonus Grant and the Moore IPO Grant were granted under our 2026 Incentive Plan and will become effective immediately following the effectiveness of a registration statement on Form S-8 registering the shares issuable under our equity incentive plans. We intend to file the Form S-8 following the effectiveness of the registration statement of which this prospectus forms a part, and the Form S-8 will become effective automatically upon filing. The actual number of shares subject to the IPO Bonus Grant and the Moore IPO Grant will equal to the grant date value of the applicable award divided by the initial price of our common stock offered to the public in connection with this offering.
### IPO RSU Grants for NEOs
On July 9, 2026, we approved a one-time grant of restricted stock units under our 2026 Incentive Plan to each of our NEOs, which will become effective immediately following the effectiveness of a registration statement on Form S-8 registering the shares issuable under our equity incentive plans (the “IPO RSU Grants”). We intend to file the Form S-8 following the effectiveness of the registration statement of which this prospectus forms a part, and the Form S-8 will become effective automatically upon filing. The grant date values of the IPO RSU Grants are (i) $10,000,000 for Ms. Borenstein, (ii) $2,400,000 for Mr. Moore and (iii) $2,000,000 for Mr. Tchakarov.
The actual number of shares subject to the IPO RSU Grants will be equal to the grant date values set forth above, divided by the initial price of our common stock offered to the public in connection with this offering.
The IPO RSU Grants will be subject to vesting in equal 50% installments in each of the first and second anniversaries of the grant date, generally subject to the recipient’s continued employment with the Company through the applicable vesting date. The IPO RSU Grants also provide that vesting will be accelerated if our NEO’s employment is terminated during the period beginning 3 months prior to (6 months for our Chief Executive Officer) and ending 12 months following a change in control as a result of our NEO’s death or “disability” or if the NEO’s employment is terminated by the Company without “cause” or by the NEO for “good reason”. These benefits are contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.
### Annual Equity Grants for NEOs
On July 9, 2026, we approved annual equity award grants under our 2026 Incentive Plan to each of our NEOs, which will become effective immediately following the effectiveness of a registration statement on Form S-8 registering the shares issuable under our equity incentive plans (the “Annual Equity Grants”). We intend to file the Form S-8 following the effectiveness of the registration statement of which this prospectus forms a part, and the Form S-8 will become effective automatically upon filing. The Annual Equity Grants consist of an equal value of restricted stock units and stock options. The aggregate grant date values of the Annual Equity Grants are (i) $5,000,000 for Ms. Borenstein, (ii) $1,000,000 for Mr. Moore and (iii) $1,000,000 for Mr. Tchakarov.
The actual number of shares subject to the restricted stock unit portion of the Annual Equity Grants will be equal to 50% of the grant date values set forth above, divided by the initial price of our common stock offered to the public in connection with this offering. The restricted stock units will be subject to vesting in equal 1/3 installments on each of the first, second and third anniversaries of the grant date, generally subject to the recipient’s continued employment with the Company through the applicable vesting date.
The actual number of shares subject to the stock option portion of the Annual Equity Grants will be determined using a Black-Scholes or similar model based on 50% of the grant date values set forth above, with an exercise price equal to the initial price of our common stock offered to the public in connection with
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this offering. A total of 1/3 of the stock options will vest on the first anniversary of the grant date and the remainder will vest in equal quarterly installments on each of the eight quarterly anniversaries of the grant date following the first anniversary of the grant date, such that the stock options will become fully vested on the third anniversary of the grant date, in each case generally subject to the recipient’s continued employment with the Company through the applicable vesting date.
The Annual Equity Grants also provide that vesting will be accelerated if our NEO’s employment is terminated during the period beginning 3 months prior to (6 months for our Chief Executive Officer) and ending 12 months following a change in control as a result of our NEO’s death or “disability” or if the NEO’s employment is terminated by the Company without “cause” or by the NEO for “good reason”. The stock options will remain exercisable until the earlier of the date that is 6 months following the termination date (12 months for our Chief Executive Officer) and the expiration date of the award. These benefits are contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.
### Hali Borenstein Long-Term Performance Award
Overview
On July 9, 2026, we approved the grant of a one-time long-term performance stock unit award under our 2026 Incentive Plan to Hali Borenstein, our Chief Executive Officer, which will become effective immediately following the effectiveness of a registration statement on Form S-8 registering the shares issuable under our equity incentive plans (the “Borenstein Performance Award”). We intend to file the Form S-8 following the effectiveness of the registration statement of which this prospectus forms a part, and the Form S-8 will become effective automatically upon filing. The target grant date fair market value of the Borenstein Performance Award will equal $4,500,000, with a maximum payout opportunity of 200% of target, subject to the achievement of meaningful stock price targets and the satisfaction of service conditions, each as described in more detail below.
Performance Conditions
The Borenstein Performance Award is eligible to vest based on our achievement of specified stock price targets during the period beginning upon the effectiveness of the registration statement of which this prospectus forms a part and ending on the fifth anniversary of the grant date. The Borenstein Performance Award is divided into six tranches that are eligible to vest based on our achievement of six different and steadily increasing stock price targets, each of which will be tested on a quarterly basis and will be deemed to have been achieved if the daily volume weighted average trading price of our common stock over any 60 consecutive days equals or exceeds the applicable multiple of the initial price of our common stock offered to the public in connection with this offering, as set forth below.
| Multiple of IPO Price | % Payout Relative to Target |
| --- | --- |
| Less than 1.75X | 0% |
| 1.75X | 25% |
| 2.00X | 50% |
| 2.25X | 75% |
| 2.50X | 100% |
| 2.75X | 150% |
| 3.00X or Greater | 200% |
Service Conditions
The Borenstein Performance Award provides that Ms. Borenstein must generally remain employed by the Company through the date on which the applicable stock price target is determined to be achieved in order to vest in the corresponding performance stock units. However, if any stock price target is achieved prior to the second anniversary of the grant date, then the vesting of the corresponding performance
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stock units will occur on the second anniversary of the grant date, generally subject to Ms. Borenstein’s continued employment through the second anniversary of the grant date.
Termination and Change in Control Provisions
The Borenstein Performance Award further provides that if Ms. Borenstein’s employment is terminated as a result of her death or “disability” or if her employment is terminated by the Company without “cause” or by her for “good reason”, in each case, prior to the fifth anniversary of the grant date, then she will immediately vest in any performance stock units that are deemed earned based on the achievement of the applicable stock price targets on the date of termination, subject to her execution of a release of claims. In addition, any remaining unvested performance stock units will remain outstanding for a period of six months following the date of such termination and if a “change in control” (as defined in the 2026 Incentive Plan) occurs during that six month period, then the unvested performance stock units may vest based on the per-share value of a share of common stock as of the consummation of the change in control as set forth in the applicable transaction document or as otherwise determined by the board of directors in good faith if not set forth in the transaction document (the “Change in Control Price”), and any performance stock units for which the applicable stock price target is not met will be forfeited.
The Borenstein Performance Award also provides that if a change in control occurs prior to the fifth anniversary of the grant date and while Ms. Borenstein is employed by the Company, then the performance stock units will be subject to immediate vesting based on the Change in Control Price, and any performance stock units for which the applicable stock price target is not met will be forfeited. However, if the change in control occurs prior to the second anniversary of the grant date, then the vesting of the performance stock units that met the stock price target in connection with the change in control will occur on the second anniversary of the grant date, generally subject to Ms. Borenstein’s continued employment through the second anniversary of the grant date; provided that vesting will be accelerated if her employment is terminated within 12 months following the change in control as a result of her death or “disability” or if her employment is terminated by the Company without “cause” or by her for “good reason”.
The terms “disability” and “cause” are each defined in our 2026 Incentive Plan and “good reason” is defined in our Severance Policy (as defined below). These benefits are contingent upon Ms. Borenstein’s execution and non-revocation of a general release of claims in favor of the Company.
### Potential Payments and Benefits on Termination
Each of the prior NEO employment agreements provided for severance payments and benefits upon certain terminations of employment with the Company, as described further below.
Hali Borenstein
In the event that Ms. Borenstein’s employment was terminated by the Company without “cause” or Ms. Borenstein resigned for “good reason,” she was entitled to twelve months of salary continuation, a pro rata bonus for the year in which the termination occurred based on actual Company performance for such year and twelve months of healthcare continuation coverage. If such termination occurred within the six months prior to a change in control, all of Ms. Borenstein’s time-based options would have fully vested and, if such termination occurred within the six months prior to a change in control or IPO, any then-outstanding equity awards that were performance-based also would have vested. Our obligation to provide the severance payments and benefits above was contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.
Joshua Moore
In the event Mr. Moore’s employment was terminated by the Company without “cause,” he was entitled to six months of salary continuation and healthcare continuation coverage and, if such termination occurred after June 1st of any applicable calendar year, a pro rata bonus. Our obligation to provide the severance payments and benefits above was contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.
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Ivan Tchakarov
In the event Mr. Tchakarov’s employment was terminated by the Company without “cause,” he was entitled to six months of salary continuation. Our obligation to provide the severance payments and benefits above was contingent upon the NEO’s execution and non-revocation of a general release of claims in favor of the Company.
Change in Control and Severance Policy
In connection with this offering, our board of directors will adopt a Change in Control and Severance Policy (the “Severance Policy”), which will be effective upon the effectiveness of the registration statement of which this prospectus forms a part. Each of our NEOs will participate in the Severance Policy. The Severance Policy will supersede all severance and/or change in control provisions of any offer letter or employment agreement entered into between us and our NEOs. The Severance Policy will have an initial term of three years and automatically renews each year for additional three-year terms, unless we provide notice of non-renewal at least 90 days prior to the date of the automatic renewal. Under the Severance Policy, if we terminate an NEO’s employment other than for cause, death or disability or the NEO resigns for good reason, as such terms will be defined in the Severance Policy, during the period from 3 months (or 6 months for our Chief Executive Officer) prior to until 12 months following a change in control, as defined in the Severance Policy, with such period being referred to as the change in control period, such NEO will be eligible to receive the following severance benefits, less applicable tax withholdings:
- a lump sum cash amount equal to 100% (150% for Ms. Borenstein) of the NEO’s base salary;
- a lump sum cash amount equal to 100% of the NEO’s target annual bonus (150% of target annual bonus for Ms. Borenstein) for the year of termination, plus the prior year bonus (to the extent not already paid at the time of termination);
- payment or reimbursement of continued health coverage for the NEO and the NEO’s dependents under COBRA for a period of up to 12 months (18 months for Ms. Borenstein); and
- in the event of a change in control where the acquiring or successor entity does not assume, continue, or substitute an NEO's outstanding time-based equity awards, 100% of such awards will vest in full immediately prior to, and contingent upon, the closing of the change in control.
Further, under the Severance Policy, outside of the change in control period, if we terminate an NEO’s employment other than for cause, death or disability, or the NEO resigns for good reason, such NEO will be eligible to receive the following severance benefits, less applicable tax withholdings:
- continued payments of base salary for six months (12 months for Ms. Borenstein);
- a prorated portion of the NEO’s target annual bonus (for NEOs other than Ms. Borenstein, termination must occur on or after June 1 of the applicable fiscal year), payable at the time that annual bonuses are paid generally, plus the prior year bonus (to the extent not already paid at the time of termination); and
- payment or reimbursement of continued health coverage for the NEO and the NEO’s dependents under COBRA for a period of up to six months (up to 12 months for Ms. Borenstein).
To receive the severance benefits upon a qualifying termination, either in connection with or not in connection with a change in control, an NEO must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the Severance Policy. If any of the payments provided for under the Severance Policy or otherwise payable to an NEO would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then the NEO will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the NEO.
Severance benefits will also be subject to recoupment. If we discover, within the 6-month period after an NEO’s termination date, post-termination that grounds existed to terminate an NEO for cause, any unpaid
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severance will be forfeited, and, to the extent permitted under applicable laws, the NEO will be required to repay the Company for any payments or benefits or previously received under the policy.
### Amended and Restated Reformation Inc. 2019 Stock Option Plan
We currently sponsor the 2019 Plan. The purposes of the 2019 Plan are to encourage selected employees, non-employee directors and consultants of the Company to acquire a proprietary interest in the growth and performance of the Company and to enhance the ability of the Company to attract, retain and reward qualified individuals. To accomplish these purposes, the 2019 Plan provides for the issuance of stock options.
### Summary of Plan Terms
The aggregate number of shares that may be issued pursuant to awards granted under the 2019 Plan will not exceed 9,596,718. Any shares related to an award granted under the 2019 Plan that ceases to remain outstanding by reason of termination of rights thereunder of forfeiture, will again become available for issuance under the 2019 Plan.
The 2019 Plan is administered by our Compensation Committee. Our Compensation Committee may interpret and make determinations with respect to the 2019 Plan or any award granted thereunder. The 2019 Plan permits our Compensation Committee, among other things, to designate participants, to determine the number of shares to be covered by awards and to determine the terms and conditions of any award, determine whether, to what extent and under what circumstances, options may be settled or exercised in cash, shares or other property or canceled, forfeited or suspended and the methods by which such options may be settled, exercised, canceled, forfeited or suspended.
We may issue stock options under the 2019 Plan. The exercise price of all options granted under the 2019 Plan is not less than 100% of the fair market value of a share on the date of grant. The maximum term of all stock options granted under the 2019 Plan will be determined by our Compensation Committee but not exceed ten years. Each stock option will vest and become exercisable at such time and subject to such terms and conditions as determined by our Compensation Committee in the applicable individual option agreement. We have the right, to the extent permitted by law, to withhold any such taxes from the payment of any award.
In the event of a Change in Control (as defined in the 2019 Plan), except as otherwise provided in the applicable award agreement, the Compensation Committee may provide for a reasonable period of time prior to the date of the consummation of the Change in Control for optionholders to exercise such options in full and/or the cancellation of options in exchange for payment (in cash and/or other substitute consideration) in respect of each share covered by the option in an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the transaction over the exercise price of such option.
Upon the adoption of the 2026 Incentive Plan, as described below, no additional awards will be granted under the 2019 Plan.
### 2026 Omnibus Incentive Plan
We expect to adopt the 2026 Incentive Plan in connection with the completion of this offering. The adoption date of the 2026 Incentive Plan is referred to herein as the “Effective Date”. The 2026 Incentive Plan is described in more detail below, and the summary is qualified in its entirety by reference to the complete text of the 2026 Incentive Plan.
Purpose. The purpose of the 2026 Incentive Plan is to provide an additional incentive to officers, employees, non-employee directors, independent contractors, and consultants of the Company or its affiliates whose contributions are essential to the growth and success of the business of the Company and its affiliates, in order to strengthen the commitment of such persons to the Company and its affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its affiliates. Below is a summary of the material terms of the 2026 Incentive Plan, and it is qualified in its entirety by the 2026 Incentive Plan document.
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Eligibility and Administration. Officers, employees, consultants and non-employee directors of the Company and its affiliates will be eligible to receive awards under the 2026 Incentive Plan.
Our board of directors will administer the 2026 Incentive Plan unless they appoint a committee of directors to administer certain aspects of the 2026 Incentive Plan. The board of directors or committee administering the 2026 Incentive Plan is referred to herein as the “plan administrator.” Subject to applicable laws and regulations, the plan administrator is authorized to delegate its administrative authority under the 2026 Incentive Plan to an officer of the Company or other individual or group.
The plan administrator will have the authority to exercise all powers either specifically granted under the 2026 Incentive Plan or necessary and advisable in the administration of the 2026 Incentive Plan, including, without limitation: (i) to select those eligible recipients who will be granted awards; (ii) to determine whether and to what extent awards are to be granted hereunder to participants; (iii) to determine the number of shares of common stock or cash to be covered by each award; (iv) to determine the terms and conditions, not inconsistent with the terms of the 2026 Incentive Plan, of each award granted thereunder; (v) to determine the terms and conditions, not inconsistent with the terms of the 2026 Incentive Plan, which govern all written instruments evidencing awards; (vi) to determine the fair market value in accordance with the terms of the 2026 Incentive Plan; (vii) to determine the duration and purpose of leaves of absence which may be granted to a participant without constituting termination of the participant’s employment, tenure or service for purposes of awards; (viii) to adopt, alter and repeal such administrative rules, guidelines and practices governing the 2026 Incentive Plan as it will from time to time deem advisable; (ix) to prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendices to the 2026 Incentive Plan or the applicable award agreement; and (x) to construe and interpret the terms and provisions of the 2026 Incentive Plan and any award issued under the 2026 Incentive Plan (and any award agreement relating thereto), and to otherwise supervise the administration of the 2026 Incentive Plan and to exercise all powers and authorities either specifically granted under the 2026 Incentive Plan or necessary and advisable in the administration of the 2026 Incentive Plan.
Shares Available for Awards. We reserved a pool of 5,316,858 shares of common stock for issuance under the 2026 Incentive Plan. The share pool may be increased on the first day of each fiscal year of the Company beginning in calendar year 2026, and ending in calendar year 2035, by a number of shares equal to the lesser of (x) a number equal to five percent (5%) of the aggregate number of shares of common stock issued and outstanding on the final day of the immediately preceding fiscal year and (y) such number of shares as may be determined by our board of directors.
Shares issued under the 2026 Incentive Plan may consist of authorized but unissued or reacquired shares of common stock. If any shares subject to an award are forfeited, cancelled, exchanged or surrendered or if an award otherwise terminates or expires without a distribution of shares to the participant, the shares with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for awards under the 2026 Incentive Plan unless such forfeiture, cancellation, exchange, surrender, termination or expiration occurs following the tenth anniversary of the Effective Date and such shares were originally reserved for issuance under the 2026 Incentive Plan pursuant to the annual increase. If an award under the 2026 Incentive Plan is paid or settled in cash, is exchanged or withheld as full or partial payment in connection with any option or stock appreciation right (“SAR”), or is exchanged or withheld to satisfy the tax withholding obligations related to an award under the 2026 Incentive Plan, then any shares subject to such award may, to the extent of such cash settlement, exchange or withholding, be used again for new grants under the 2026 Incentive Plan. If an award under the 2026 Incentive Plan is forfeited, exchanged, surrendered, cancelled or expires, then any forfeited, exchanged, surrendered, cancelled or expired shares subject to such award may be used for new grants under the 2026 Incentive Plan; provided, however, that no shares will again be available for subsequent awards under the 2026 Incentive Plan if (x) such shares were originally reserved for issuance under the 2026 Incentive Plan pursuant to the annual increase and exchanged by a Participant or withheld by the Company following the tenth anniversary of the Effective Date or (y) such shares were reacquired by the Company in the open market following the tenth anniversary of the Effective Date. In addition, (i) to the extent an award is denominated in shares, but paid or settled in cash, the number of shares with respect to which such payment or settlement
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is made will again be available for grants of awards pursuant to the 2026 Incentive Plan and (ii) shares underlying awards that can only be settled in cash will not be counted against the aggregate number of shares of common stock available for awards under the 2026 Incentive Plan.
Awards that are assumed, converted, or substituted under the 2026 Incentive Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transactions) (each such award a “Substitute Award”) will not reduce the shares available for grant under the 2026 Incentive Plan.
Equitable Adjustments. The 2026 Incentive Plan provides that, in the event of a merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase, reorganization, special or extraordinary dividend, combination or exchange of shares, change in corporate structure or a similar corporate event affecting the common stock of the Company (in each case, a “Change in Capitalization”), the plan administrator will make, in its sole discretion, an equitable substitution or proportionate adjustment in (i) the number of shares of common stock reserved under the 2026 Incentive Plan, (ii) the kind and number of securities subject to, and the exercise price or base price of, any outstanding options and SARs granted under the 2026 Incentive Plan, (iii) the kind, number and purchase price of shares of common stock, or the amount of cash or amount or type of property, subject to outstanding restricted stock, restricted stock units, stock bonuses and other share-based awards granted under the 2026 Incentive Plan and (iv) the performance goals and performance periods applicable to any awards granted under the 2026 Incentive Plan. The plan administrator will make other equitable substitutions or adjustments as it determines in its sole discretion.
In addition, in the event of a Change in Capitalization (including a change in control, as described below), the plan administrator may cancel any outstanding awards for the payment of cash or in-kind consideration.
However, if the exercise price or base price of any outstanding award is equal to or greater than the fair market value of the shares of common stock, cash or other property covered by such award, our board of directors may cancel the award without the payment of any consideration to the participant.
Awards—Generally. The 2026 Incentive Plan provides for the grant of stock options (including incentive stock options (“ISOs”) and nonqualified stock options), SARs, restricted stock, RSUs, other stock-based awards, stock bonuses, cash awards and substitute awards. Certain awards under the 2026 Incentive Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), which may impose additional requirements on the terms and conditions of such awards. All awards under the 2026 Incentive Plan will be granted pursuant to an award agreement containing terms and conditions applicable to the award, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than ISOs can be granted to employees, consultants, and directors, but ISOs can be granted only to employees.
Awards—Type of Awards.
- Stock Options. Stock options provide for the purchase of shares of common stock in the future at an exercise price set on the grant date. Each option granted under the 2026 Incentive Plan may either be an option intended to qualify as an ISO within the meaning of Section 422 of the Internal Revenue Code or an option not intended to be so qualified (a “Nonqualified Stock Option”). ISOs may be granted only to an employee of the Company, its parent corporation or a subsidiary. To the extent that the aggregate fair market value of the shares of common stock for which ISOs are exercisable for the first time by a participant during any calendar year exceeds $100,000, such excess ISOs will be treated as Nonqualified Stock Options. The term of any stock option may not exceed ten years from the date of grant and, except as provided in the applicable award agreement, the exercise price may not be less than 100% of the fair market value of a share of common stock on the date the option is granted. If an ISO is granted to a participant who owns more than 10% of the voting power of all classes of shares of the Company, its parent corporation or a subsidiary, the exercise period of the ISO may not exceed five years from the date of grant and the exercise price may not be less than 110% of the fair market value of a share of common stock on the date the ISO is granted. The exercise price for shares of common stock subject to a stock option may be paid in cash, or as determined by
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the plan administrator in its sole discretion, (i) through any cashless exercise procedure approved by the plan administrator (including the withholding of shares otherwise issuable upon exercise), (ii) by tendering unrestricted shares of common stock owned by the participant, (iii) with any other form of consideration approved by the plan administrator and permitted by applicable law or (iv) by any combination of these methods. No more than 5,316,858 shares of common stock reserved for issuance under the 2026 Incentive Plan may be issued pursuant to the exercise of ISOs (subject to equitable adjustments). No ISOs may be granted after the tenth anniversary of the earlier of the date the 2026 Incentive Plan was adopted and the Effective Date. If a participant disposes of any shares of common stock acquired pursuant to the exercise of an ISO before the later of (i) two years after the date of grant and (ii) one year after the date of exercise of the ISO, the participant must notify the Company in writing immediately after the date of such disposition. The Company may, if determined by the plan administrator, retain possession of any shares acquired pursuant to the exercise of an ISO as agent for the participant until the end of the period described in the preceding sentence, subject to complying with any instructions from the participant as to the sale of such shares. Except as provided in the applicable award agreement, a participant will have no rights to dividends, dividend equivalents or distributions or other rights of a stockholder with respect to the shares of common stock subject to a stock option until the participant has given written notice of exercise and paid the exercise price and applicable withholding taxes.
- SARs. SARs may be granted either alone (a “Free-Standing SAR”) or in conjunction with all or part of any option granted under the 2026 Incentive Plan (a “Related Right”). A Free-Standing SAR will entitle its holder to receive, at the time of exercise, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the base price of the Free-Standing SAR (which, except as provided in the applicable award agreement or in the case of Substitute Awards, will be no less than 100% of the fair market value of the related share of common stock on the date of grant). A Related Right will entitle its holder to receive, at the time of exercise of the Related Right and surrender of the applicable portion of the related stock option, an amount per share equal to the excess of the fair market value (at the date of exercise) of a share of common stock over the exercise price of the related option. The term of a Free-Standing SAR may not exceed ten years from the date of grant. The term of a Related Right will expire upon the expiration of its related option, but in no event will be exercisable more than ten years after the grant date. Except as provided in the applicable award agreement, the holder of a SAR will have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the shares of common stock subject to the SAR until the holder has given written notice of exercise and paid the exercise price and applicable withholding taxes.
- Restricted Stock and Restricted Stock Units. Restricted stock is an award of forfeitable shares of common stock that are subject to certain vesting conditions and other restrictions. RSUs are contractual promises to deliver shares of common stock in the future or an equivalent in cash, as determined in the discretion of the plan administrator at the time of grant. The plan administrator will determine the eligible recipients to whom, and the time or times at which, restricted stock or RSUs will be made; the number of shares of common stock to be awarded; the price, if any, to be paid by the participant for the acquisition of restricted stock or RSUs; the period of time prior to which restricted stock or RSUs become vested and free of restrictions on transfer; the performance goals (if any); and all other conditions of the restricted stock and RSUs. If the restrictions, performance goals and/or conditions established by the plan administrator are not attained, a participant will forfeit the participant’s restricted stock or RSUs, in accordance with the terms of the grant. Additionally, the award agreement for restricted stock and RSUs may provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as set forth in the award agreement, including, but not limited to, the attainment of certain performance related goals, the participant’s termination of employment, tenure or service with the Company or any affiliate thereof, or the participant’s incapacity. The provisions of restricted stock or RSUs need not be the same with respect to each participant. Unless the award agreement provides otherwise, participants with restricted stock will generally have all of the rights of a stockholder, including the right to vote and receive dividends declared with respect to such shares of restricted stock, provided that except as provided in the applicable award agreement, any dividends declared during the restricted period with respect to such restricted stock will only become payable
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if (and to the extent) the underlying restricted stock vests. Except as provided in the applicable award agreement, participants will generally not have the rights of a stockholder with respect to shares of common stock subject to RSUs during the restricted period; provided, however, that, subject to Section 409A of the Code, an amount equal to any dividends declared during the restricted period with respect to the number of shares of common stock covered by RSUs may, to the extent set forth in an award agreement, be provided to the participant either currently or at the time (and to the extent) that shares of common stock in respect of the related RSUs are delivered to the participant.
- Other Stock-Based Awards. Other stock-based awards are other awards valued wholly or partially by referring to, or otherwise based on, shares of common stock, including dividend equivalents. Any dividend or dividend equivalent awarded will be subject to the same restrictions, conditions and risks of forfeiture as the underlying awards and, except as provided in the applicable award agreement, will only become payable if (and to the extent) the underlying awards vest. Subject to the provisions of the 2026 Incentive Plan, the plan administrator will have the authority to determine the individuals to whom and the time or times at which other stock-based awards will be granted, the number of shares of common stock to be granted pursuant to such other stock-based awards, or the manner in which such other stock-based awards will be settled, or the conditions to the vesting and/or payment or settlement of such other stock-based awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such other stock-based awards.
- Cash Awards. Cash awards are awards payable solely in cash, and such will be subject to the terms, conditions, restrictions and limitations determined by the plan administrator, in its sole discretion, from time to time. Cash awards may be granted with value and payment contingent upon the achievement of performance goals.
Treatment of Outstanding Awards Upon a Change in Control. In the event that a “change in control” (as such term is defined in the 2026 Incentive Plan) occurs, each award granted under the 2026 Incentive Plan will continue to operate in accordance with its terms, subject to adjustment (including, without limitation, assumption or conversion into equivalent awards of the acquirer’s equity) as described above with respect to Changes in Capitalization.
Except as provided in the applicable award agreement, if a change in control occurs and an outstanding award is not assumed or substituted in connection with such change in control, then (i) any unvested or unexercisable portion of an award carrying a right to exercise will become fully vested and exercisable and (ii) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any other award granted under the 2026 Incentive Plan will lapse, the award will vest in full and any performance conditions will be deemed to be achieved at the greater of target or actual performance levels. If an award is assumed or substituted in connection with a change in control, the award will remain outstanding and continue to vest in accordance with its terms, subject to applicable adjustments.
For purposes of the 2026 Incentive Plan, an outstanding award will be considered to be assumed or substituted for if, following the change in control, the award remains subject to the same terms and conditions that were applicable to the award immediately prior to the change in control except that, if the award related to shares of common stock, the award instead confers the right to receive common equity of the acquiring entity (or cash or such other security or entity as may be determined by the plan administrator, in its sole discretion).
Repricing. The Company may not, without first obtaining the approval of the Company’s stockholders, (i) amend the terms of outstanding options or SARs to reduce the exercise price or base price, as applicable, of such options or SARs, (ii) cancel outstanding options or SARs in exchange for options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original options or SARs or (iii) cancel outstanding options or SARs with an exercise price or base price, as applicable, that is above the current per share stock price, in exchange for cash, property or other securities.
Amendment and Termination. The 2026 Incentive Plan provides that our board of directors or plan administrator, if one is appointed, may amend, alter or terminate the 2026 Incentive Plan, or amend any outstanding awards, but participant consent is required if the action would adversely affect the participant’s rights with respect to outstanding awards. Unless our board of directors determines otherwise, stockholder approval of an amendment, alteration or termination will be obtained if required to comply with applicable
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law. The plan administrator may amend the terms of any award, prospectively or retroactively, so long as the amendment does not adversely affect the rights of any participant without the participant’s consent.
Term. The 2026 Incentive Plan will automatically terminate on the date no share of common stock remains available for issuance under the 2026 Incentive Plan, but awards theretofore granted may extend beyond that date.
### 2026 Employee Stock Purchase Plan
We expect to adopt the ESPP in connection with the completion of this offering. The ESPP is described in more detail below, and the summary is qualified in its entirety by reference to the complete text of the ESPP.
Generally. The ESPP is designed to provide eligible employees of the Company and its designated subsidiaries with an opportunity to purchase shares of common stock through accumulated after-tax payroll deductions. The ESPP is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. However, the Company may grant options pursuant to one or more offerings under the ESPP that are not intended to meet the requirements of Section 423 of the Code, provided that, except as expressly set forth in the ESPP, any such offering will be operated and administered in the same manner as an offering that is intended to meet the requirements of Section 423 of the Code. The material terms of the ESPP are summarized below.
Administration. The ESPP will be administered by our board of directors or a committee thereof (the “ESPP administrator”). The ESPP administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to determine eligibility and to adjudicate all disputed claims under the ESPP. Every finding, decision and determination made by the ESPP administrator will, to the fullest extent permitted by law, be final and binding upon all persons. The ESPP administrator may, in its sole discretion, delegate its authority, in whole or in part, to one or more officers of the Company, subject to the requirements of Section 423 of the Code and applicable law or any stock exchange on which the shares are traded. No member of the board of directors or the committee, nor any officer or employee of the Company or any subsidiary acting on their behalf, will be personally liable for any action, omission, determination or interpretation taken or made in good faith with respect to the ESPP.
Share Reserve. The initial maximum number of shares of common stock which is authorized for sale under the ESPP is 590,762 shares. In addition, such aggregate number of shares will increase on the first day of each fiscal year of the Company beginning in the calendar year 2026, and ending in calendar year 2035, in an amount equal to the lesser of (x) a number equal to one percent (1%) of the shares of common stock on the final day of the immediately preceding fiscal year and (y) such number of shares of common stock, as is determined by the ESPP administrator. In no event may more than 10,000,000 shares of common stock be issued under the ESPP. If on a given exercise date the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the ESPP, the Company will make a pro rata allocation of the remaining available shares in as uniform a manner as is practicable and as the Company determines to be equitable.
Eligibility. Options under the ESPP may be granted only to employees. Unless otherwise determined by the ESPP administrator, any employee employed on the enrollment date for an offering period will be eligible to participate in the ESPP for such offering period. However, the ESPP administrator may exclude employees who (i) have not been employed for at least two years (or such lesser period as the ESPP administrator may determine) prior to the offering period, (ii) are customarily employed for 20 hours or less per week, (iii) are customarily employed not more than five months in any calendar year, or (iv) are “highly compensated employees” within the meaning of Section 414(q) of the Code, including those with compensation above a specified level, who are officers, or who are subject to the disclosure requirements of Section 16(a) of the Exchange Act. Any such exclusion will be applied uniformly to all employees for such offering period. The term “employee” does not include any consultant, independent contractor or non-employee director of the Company or a designated subsidiary.
Participation. Eligible employees will enroll in the ESPP by submitting an enrollment agreement authorizing after-tax payroll deductions in an amount between 1% and 15% of their compensation during the offering period. Payroll deductions will be credited to the participant’s account and must be expressed in
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whole percentages only. A participant may not make any additional lump sum contributions unless specifically provided for in the offering. However, an employee will not be permitted to participate in an offering if, immediately after the option were granted, the employee would own (or be deemed to own through attribution) 5% or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary. In addition, a participant may not be granted an option that permits the participant’s rights to purchase shares of common stock to accrue at a rate exceeding $25,000 in fair market value of such stock (determined at the time the option is granted) under the ESPP or any other employee stock purchase plan of the Company and its subsidiaries for each calendar year in which such option is outstanding.
Offering. Under the ESPP, participants are offered the option to purchase shares of common stock at a discount during a series of successive offering periods, the duration and timing of which will be determined by the ESPP administrator. In no event may an offering period exceed 27 months in length. The purchase price for an offering will not be less than the lesser of (i) 85% of the fair market value of a share of common stock on the enrollment date or (ii) 85% of the fair market value of a share of common stock on the exercise date. Unless a participant has withdrawn from the ESPP before the exercise date, the participant’s option will be exercised automatically on each exercise date, and the maximum number of full shares subject to such option will be purchased at the applicable purchase price with accumulated payroll deductions. No fractional shares will be purchased; any payroll deductions not sufficient to purchase a full share will be retained in the participant’s account for a subsequent offering period. A participant may withdraw all payroll deductions credited to the participant’s account at any time in the manner specified by the ESPP administrator, and upon withdrawal the participant’s option for the offering period will be automatically terminated. If a participant withdraws from an offering period, payroll deductions will not resume at the beginning of the next offering period unless the participant timely re-enrolls. A participant may decrease the rate of payroll deductions during the current offering period or, if permitted by the ESPP administrator, increase the rate for an upcoming offering period. Unless otherwise determined by the ESPP administrator, the number of rate changes permitted during any offering period is limited to one. A participant may not transfer any rights under the ESPP other than by will or the laws of descent and distribution, and during a participant’s lifetime, a participant’s option is exercisable only by the participant. All payroll deductions received or held by the Company under the ESPP may be used by the Company for any corporate purpose, and the Company is not obligated to segregate such funds unless otherwise required by applicable law. No interest will accrue on payroll deductions credited to a participant’s account under the ESPP unless otherwise determined by the ESPP administrator or required by applicable law.
Adjustments. In the event of any stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by the Company, the ESPP administrator will equitably adjust the number of shares reserved and available for future sale, the number and price per share covered by each outstanding option, and the maximum number of shares that may be purchased per participant on any exercise date. In the event of the proposed dissolution or liquidation of the Company, the offering periods will terminate and all participant contributions in respect of any open offering period will be refunded to the participants immediately prior to the consummation of such proposed action, unless otherwise provided by the ESPP administrator. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the ESPP administrator may, in its sole discretion, shorten the offering periods then in progress by setting a new exercise date and will notify each participant in writing at least 10 days prior to such new exercise date that the participant’s option will be exercised automatically on the new exercise date, unless the participant has withdrawn from the offering period. If no new exercise date is set by the ESPP administrator, all participant contributions in respect of an open offering period will be refunded to the participants immediately prior to the closing of such transaction.
Amendment and Termination. The ESPP administrator may terminate or amend the ESPP at any time. Except as provided in connection with adjustments upon changes in capitalization or as necessary to comply with applicable laws or regulations, no such termination or amendment may adversely affect options previously granted without the consent of the affected participant. To the extent necessary to comply with Section 423 of the Code or any other applicable law or regulation, the Company will obtain stockholder approval in such a manner and to such a degree as required.
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Clawback Policy
In connection with this offering, we will adopt a compensation policy that is compliant with the NYSE listing rules as required by the Dodd-Frank Act.
### Director Compensation
### Director Compensation Table for 2025
The following table summarizes the total compensation paid to or earned by each of our non-affiliated and non-employee directors in fiscal year 2025. Our affiliated and management directors are not separately compensated by the Company for their Board service. Our non-affiliated and non-employee directors receive quarterly cash fees for their service on our Board, as further described below.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
| --- | --- | --- | --- |
| Yael Aflalo(1) | $50,000 | — | $50,000 |
| Zipporah Allen | $50,000 | — | $50,000 |
| John Coyle | — | — | — |
| Shreya Kadaba | — | — | — |
| Brigitte Kleine | $50,000 | — | $50,000 |
(1)
At Ms. Aflalo’s direction, fees earned for service as a director were paid directly to Ruth Higgs, LLC.
### Non-Employee Director Compensation Program
Effective upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors adopted, and our stockholders approved, a compensation program for our non-employee directors that consists of annual retainer fees and long-term equity awards, or the Outside Director Compensation Policy.
The Outside Director Compensation Policy provides for the compensation of our non-employee directors for their service as a director. The cash and equity components of the Outside Director Compensation Policy are set forth below:
| Position | Annual Cash Retainer |
| --- | --- |
| Base Director Fee | $60,000 |
| Additional Chairperson Fee | |
| Chair of the Board | $50,000 |
| Chair of the Audit Committee | $20,000 |
| Chair of the Compensation Committee | $10,000 |
| Chair of the Nominating and Corporate Governance Committee | $10,000 |
| Additional Committee Member Fee (excluding chairpersons) | |
| Audit Committee | $10,000 |
| Compensation Committee | $5,000 |
| Nominating and Corporate Governance Committee | $5,000 |
Under our Outside Director Compensation Policy, upon the completion of this offering, each non-employee director will receive a restricted stock unit award having a value of $140,000, effective upon the completion of this offering. Such restricted stock unit award will vest on the one year anniversary of the director’s start date.
Additionally, each non-employee director automatically receives an annual restricted stock unit award having a value of $140,000, effective on the date of each annual meeting of stockholders. The annual restricted
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stock unit award will vest on the earlier of one year following the grant date or the day prior to the next annual meeting of stockholders, subject to continued service through the vesting date.
If a non-employee director first became a non-employee director at a time other than at an annual meeting, then the director will receive a pro-rata portion of the annual award described above, which will vest at the next following annual meeting of stockholders, subject to continued service through the vesting date. All awards under the Outside Director Compensation Policy accelerate and vest upon a change in control. Directors may, subject to the Company’s approval, elect to receive his or her cash retainer in the form of fully vested restricted stock unit awards.
Shreya Kadaba has declined compensation under our Outside Director Compensation Policy.
### Stock Ownership Guidelines
In connection with this offering, we adopted our stock ownership guidelines that set minimum stock ownership requirements for our non-employee directors and executive leadership team, in order to more closely align their interests with the long-term interests of our stockholders. Pursuant to the stock ownership guidelines, our Chief Executive Officer, other members of our executive leadership team and our non-employee directors are required to hold our common stock with a value equal to 10 times, 5 times, and 5 times, respectively, his or her annual base salary or annual base cash retainer fee, as applicable. Shares of the Company’s common stock (including shares beneficially owned), vested and exercisable in-the-money stock options and vested or unvested restricted stock units count towards satisfaction of the stock ownership levels; provided, however, any pledged or encumbered shares will not count.
Each individual covered by the stock ownership guidelines will be required to satisfy their stock ownership requirements within five years after the later of (i) effectiveness of the registration statement of which this prospectus forms a part and (ii) such individual becoming a member of the executive leadership team or such non-employee director’s election to the board of directors, as applicable. Until the stock ownership requirements are achieved, each applicable individual is expected to retain at least 50% of the total number of shares acquired by them following the grant, exercise, or settlement of any equity award, as applicable, on a net basis, and excluding any shares held subject to a 10b5-1 sales plan in existence prior to the effective date of the stock ownership guidelines.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In addition to the director and executive officer compensation arrangements discussed above under “Executive and Director Compensation,” the following is a description of transactions since the beginning of 2023 and any currently proposed transactions, to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5.0% of our common stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest.
### Stockholders’ Agreement
In connection with the completion of this offering, we intend to enter into the Stockholders’ Agreement with Permira and certain other stockholders.
The Stockholders’ Agreement will govern matters related to our corporate governance and certain nomination rights with respect to our board of directors following this offering. See “Management—Board Composition and Election of Directors.”
Under the Stockholders’ Agreement and subject to our amended and restated certificate of incorporation, amended and restated bylaws and applicable law, so long as Permira owns at least 5% of the aggregate number of shares of common stock then issued and outstanding, the following actions will require the affirmative vote of Permira:
- entering into or effecting a change of control transaction;
- any termination, appointment or replacement of our chief executive officer;
- any changes to the size of our board of directors;
- any acquisitions, dispositions or the incurrence of indebtedness over $100 million;
- incurring or committing to incur gross capital expenditures in excess of $25 million; and
- amending or modifying our amended and restated certificate of incorporation or amended and restated bylaws.
### Registration Rights Agreement
In connection with the completion of this offering, we intend to enter into the Registration Rights Agreement with Permira, the AFT Stockholder and our NEOs, which will require us to register under the Securities Act shares of common stock held, or issuable upon exchange, by such stockholders. The Registration Rights Agreement will provide for customary “demand” registrations and “piggyback” registration rights and that we pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities which may arise under the Securities Act.
### Director and Officer Indemnification Agreements
Prior to consummation of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement is expected to provide, among other things, for indemnification to the fullest extent permitted by law and our amended and restated certificate of incorporation and bylaws against all loss and liability suffered and expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding. The indemnification agreements will provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and bylaws. See “Description of Capital Stock—Limitations on Liability and Indemnification of Officers and Directors.”
### Policy Regarding Related Party Transactions
Pursuant to our written related party transaction policy which will become effective upon the completion of this offering, the Audit Committee of the board of directors will be responsible for evaluating each related
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party transaction and making a determination as to whether the transaction at issue is fair, reasonable and within our policy and whether it should be ratified and approved. The Audit Committee, in making its determination, will consider various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arm’s-length and in the ordinary course of our business, whether the transaction would impair the independence of an otherwise independent director, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. The Audit Committee will review, at least annually, a summary of our transactions with our directors and officers and with firms that employ our directors, as well as any other related person transactions.
### Directed Share Program
At our request, the underwriters have reserved up to 421,875 shares of our common stock, or 3% of the shares being offered pursuant to this prospectus, for sale at the initial public offering price to certain of our directors and employees, along with certain family and friends of our employees, as determined by certain of our officers. The directed share program will not limit the ability of our directors to purchase more than $120,000 in value of our shares of common stock. We do not currently know the extent to which these related persons will participate in our directed share program, if at all, or the extent to which they will purchase more than $120,000 in value of our common stock. See “Underwriters (Conflicts of Interest) — Directed Share Program.”
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PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information with respect to the beneficial ownership of our common stock as of June 27, 2026 for:
- each of our directors and named executive officers;
- all of our directors and executive officers as a group;
- each of the selling stockholders; and
- each person or group of affiliated persons known by us to own beneficially more than 5% of our outstanding shares of common stock.
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial” owner of a security if that person has or shares voting power or investment power over such security, which includes the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated in the footnotes to the following table, and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by them.
A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding and to be beneficially owned by such person for the purposes of computing the ownership and percentage ownership of such person, but are not deemed to be outstanding for purposes of computing the ownership or percentage ownership of any other person, except with respect to the ownership and percentage ownership of all directors, director nominees and executive officers as a group. Accordingly, the following table does not reflect certain stock options and RSUs held by our principal and selling stockholders that were not deemed to be outstanding under the SEC regulations governing the determination of beneficial ownership of securities. Our calculation of beneficial ownership before the completion of this offering and the Synthetic Secondary is based on 49,793,056 shares of our common stock outstanding as of June 27, 2026. Our calculation of beneficial ownership after the completion of this offering and the Synthetic Secondary assumes and gives effect to, the issuance of 9,478,821 shares of common stock in this offering and sale of 4,583,679 shares of common stock by the selling stockholders, and the purchase and cancellation by us of 192,557 shares of common stock and 830,208 stock options. In addition, the following table does not reflect any shares of common stock that may be purchased in this offering pursuant to the directed share program described under “Underwriters (Conflicts of Interest) — Directed Share Program.”
The information set forth below regarding the beneficial ownership for each of our principal and selling stockholders has been furnished by such stockholders. Unless otherwise indicated in the footnotes to the following table, the address of each beneficial owner is 5801 S. 2nd St., Vernon, CA 90058.
| Line item | Shares Beneficially Owned Prior to this Offering and the Synthetic Secondary / Number | Shares Beneficially Owned Prior to this Offering and the Synthetic Secondary / Percentage | Shares of our Common Stock to be Sold in this Offering / Assuming No Exercise of the Underwriters’ Option / Number | Shares of our Common Stock to be Sold in this Offering / Assuming Full Exercise of the Underwriters’ Option / Number | Shares of our Securities Repurchased in the Synthetic Secondary / Number | Assuming No Exercise of the Underwriters’ Option / Number | Shares Beneficially Owned After this Offering and the Synthetic Secondary / Assuming No Exercise of the Underwriters’ Option / Percentage | Shares Beneficially Owned After this Offering and the Synthetic Secondary / Assuming Full Exercise of the Underwriters’ Option / Number | Shares Beneficially Owned After this Offering and the Synthetic Secondary / Assuming Full Exercise of the Underwriters’ Option / Percentage |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Name of Beneficial Owner | | | | | | | | | |
| 5% or Greater Stockholders: | | | | | | | | | |
| Entities affiliated with Permira(1) | 32,078,948 | 64.4% | 2,987,199 | 4,361,886 | — | 29,091,749 | 49.2% | 27,717,062 | 46.9% |
| Aflalo Family Trust(2) | 12,929,832 | 26.0% | 1,204,029 | 1,758,114 | — | 11,725,803 | 19.8% | 11,171,718 | 18.9% |
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| Line item | Shares Beneficially Owned Prior to this Offering and the Synthetic Secondary / Number | Shares Beneficially Owned Prior to this Offering and the Synthetic Secondary / Percentage | Shares of our Common Stock to be Sold in this Offering / Assuming No Exercise of the Underwriters’ Option / Number | Shares of our Common Stock to be Sold in this Offering / Assuming Full Exercise of the Underwriters’ Option / Number | Shares of our Securities Repurchased in the Synthetic Secondary / Number | Assuming No Exercise of the Underwriters’ Option / Number | Shares Beneficially Owned After this Offering and the Synthetic Secondary / Assuming No Exercise of the Underwriters’ Option / Percentage | Shares Beneficially Owned After this Offering and the Synthetic Secondary / Assuming Full Exercise of the Underwriters’ Option / Number | Shares Beneficially Owned After this Offering and the Synthetic Secondary / Assuming Full Exercise of the Underwriters’ Option / Percentage |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Named Executive Officers, Directors and Director Nominees: | | | | | | | | | |
| Hali Borenstein(3) | 2,166,129 | 4.2% | — | — | 709,286 | 1,456,843 | 2.4% | 1,456,843 | 2.4% |
| Joshua Moore(4) | — | — | — | — | — | — | — | — | — |
| Ivan Tchakarov(5) | 584,920 | 1.2% | — | — | 49,161 | 535,759 | * | 535,759 | * |
| Yael Aflalo(6) | 12,929,832 | 26.0% | 1,204,029 | 1,758,114 | — | 11,725,803 | 19.8% | 11,171,718 | 18.9% |
| Zipporah Allen(7) | 110,528 | * | — | — | — | 110,528 | * | 110,528 | * |
| John Coyle | 56,980 | * | — | — | — | 56,980 | * | 56,980 | * |
| Shreya Kadaba | — | — | — | — | — | — | — | — | — |
| Brigitte Kleine(8) | 110,528 | * | — | — | — | 110,528 | * | 110,528 | * |
| Steven Miller(9) | — | — | — | — | — | — | — | — | — |
| Stacey S. Rauch | — | — | — | — | — | — | — | — | — |
| All executive officers, directors and director nominees as a group (10 persons) | 15,958,917 | 30.4% | 1,204,029 | 1,758,114 | 758,447 | 13,996,440 | 22.7% | 13,442,356 | 21.8% |
| Other Selling Stockholders | | | | | | | | | |
| Stripes III, LP(10) | 2,016,976 | 4.1% | 187,821 | 274,255 | — | 1,829,155 | 3.1% | 1,742,721 | 2.9% |
| Entities affiliated with Yael Aflalo(11) | 15,127,312 | 30.4% | 1,408,659 | 2,056,913 | — | 13,718,653 | 23.2% | 13,070,399 | 22.1% |
### *
Represents beneficial ownership of less than 1%.
(1)
Represents 32,078,948 shares of common stock held directly by Refo SCSp. P6 GP Sàrl is the general partner of Refo SCSp. Each of Cédric Sébastien Pierre Pedoni, Eddy Jean-Baptiste Perrier and Thomas Laurent Lafrance are on the board of managers of P6 GP Sàrl, and as such, may participate in decisions regarding P6 GP Sàrl’s exercise of voting and investment power in respect of the shares of our common stock held by Refo SCSp, but each disclaims beneficial ownership of such shares. Permira VI LP1 is the controlling shareholder of P6 GP Sàrl. Permira VI LP1 acts through Permira VI G.P. Limited, its general partner, but each disclaims beneficial ownership of the shares of our common stock held by Refo SCSp. The address of Refo SCSp is 488, route de Longwy LUXEMBOURG I L-1940. The address of P6 GP Sàrl its board of managers named in this footnote is 488, route de Longwy LUXEMBOURG I L-1940. The address of Permira VI LP1 is Trafalgar Court Les Banques, St Peter Port, Guernsey GY1 6DJ.
(2)
Represents 12,929,832 shares of common stock held by the Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended (the “Aflalo Family Trust”). Yael Aflalo, as Trustee, exercises voting and investment power over the shares of common stock held by the Aflalo Family Trust and accordingly, may be deemed to beneficially own such shares. Shares beneficially owned excludes an aggregate of 2,197,480 shares of common stock held by affiliates of Yael Aflalfo, Such shares have been reported as beneficially owned by the stockholders exercising dispositive power and voting power of such securities. The address of the Aflalo Family Trust is 11740 San Vicente Blvd, Ste 109-468, Los Angeles, CA 90049.
(3)
Represents (i) 170,876 shares of common stock and 1,934,178 shares of common stock issuable upon the exercise of stock options which have vested, which includes 170,876 shares of common stock and 538,410 shares underlying stock options to be sold in the Synthetic Secondary and (ii) 61,075 shares of common stock held by the Borenstein Irrevocable Trust, which Ms. Borenstein may be deemed to beneficially own as the settlor with the power to replace the trustee.
(4)
Does not include 67,782 shares of common stock issuable upon the vesting and settlement of RSUs held by Mr. Moore that will vest in connection with this offering but settle on the later of (x) the expiration of any applicable lock-up agreements with the underwriters (or March 15, 2027, if earlier) and (y) the vesting date of such RSUs.
(5)
Represents 20,169 shares of common stock and 564,751 shares of common stock issuable upon the exercise of stock options which have vested, which includes 49,161 shares underlying stock options to be sold in the Synthetic Secondary.
(6)
Consists of shares described in footnote 2 above. Ms. Aflalo is a member of our board of directors and Trustee of the Aflalo Family Trust.
(7)
Includes 110,528 shares of common stock issuable upon the exercise of stock options which have vested.
(8)
Includes 110,528 shares of common stock issuable upon the exercise of stock options which have vested.
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(9)
Does not include 67,782 shares of common stock issuable upon the vesting and settlement of RSUs held by Mr. Miller that will vest in connection with this offering but settle on the later of (x) the expiration of any applicable lock-up agreements with the underwriters (or March 15, 2027, if earlier) and (y) the vesting date of such RSUs.
(10)
Includes 2,016,976 shares of common stock held directly by Stripes III, LP. Stripes III, LP is controlled by its general partner Stripes GP III, LLC. Stripes Holdings, LLC controls and is the managing member of Stripes GP III, LLC. Stripes GP III, LLC is controlled by Stripes Holdings, LLC. Kenneth A. Fox controls Stripes Holdings, LLC and has sole voting and dispositive power over such shares. The address of each of the Stripes entities listed in this footnote and Mr. Fox is c/o Stripes, LLC, 40 10th Avenue, 5th Floor, New York, NY 10014.
(11)
Includes (i) 1,549,339 shares of common stock held by the Ruth Higgs 2021 Irrevocable Trust, established U/T/A dated October 8, 2021, (ii) 105,546 shares of common stock held by the Luella Higgs Froessen 2024 Trust, established U/T/A dated December 3, 2024, (iii) 105,546 shares of common stock held by the Amelie Froessen 2024 Trust, established U/T/A dated December 3, 2024, (iv) 91,671 shares of common stock held by the Benjamin Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021, (v) 91,671 shares of common stock held by the Etai Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021, (vi) 91,671 shares of common stock held by the Samuel Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021, (vii) 91,671 shares of common stock held by the Shira Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021 and (viii) 70,365 shares of common stock held by the GP 2024 Trust, established U/T/A dated December 6, 2024. The address of each of the foregoing trusts is 11740 San Vicente Blvd, Ste 109-468, Los Angeles, CA 90049.
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DESCRIPTION OF CAPITAL STOCK
The following description summarizes certain important terms of our capital stock, as they are expected to be in effect upon the completion of this offering. We expect that our amended and restated certificate of incorporation and amended and restated bylaws will become effective prior to the completion of this offering, and this description summarizes the provisions that are expected to be included in such documents. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this section, you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of the DGCL.
Upon the consummation of this offering, our authorized capital stock will consist of 500,000,000 shares of our common stock, $0.0001 par value per share; and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 27, 2026, there were 49,793,056 shares of our common stock outstanding held by 14 stockholders of record. No shares of preferred stock will be issued or outstanding immediately after the offering contemplated by this prospectus. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.
### Common Stock
Each holder of our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders. The holders of our common stock are entitled to receive dividends as may be declared from time to time by our board of directors out of legally available funds. See “Dividend Policy” for additional information. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities. Holders of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable.
The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.
### Preferred Stock
Our amended and restated certificate of incorporation will authorize our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by the NYSE rules, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors will be able to determine, with respect to any series of preferred stock, the terms and rights of that series, including:
- the designation of the series;
- the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;
- the dividend rights, conversion rights, redemption privileges and liquidation preferences of the series;
- whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
- restrictions on the issuance of shares of the same series or of any other class or series; and
- the voting rights, if any, of the holders of the series.
We may issue a series of preferred stock that could, depending on the terms of the series, impede or discourage a takeover attempt or other transaction that a stockholder might consider to be in its best
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interests, including a takeover attempt that might result in a premium over the market price for holders of shares of common stock.
### Dividends
The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by our board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equal the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.
Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be subject to applicable laws and will depend on our financial condition, results of operations, capital requirements, general business conditions, legal, tax and regulatory limitations, contractual restrictions and other factors that our board of directors considers relevant. See “Dividend Policy.”
### Stockholders’ Agreement
For a description of the Stockholders’ Agreement that we intend to enter into with Permira and certain other stockholders in connection with the completion of this offering, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.”
### Registration Rights Agreement
For a description of the registration rights with respect to our common stock, see “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”
### Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws and Certain Provisions of Delaware Law
Our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL, which are summarized in the following paragraphs, contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of the Company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider is in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.
### Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NYSE, which would apply if and so long as our common stock remains listed on the NYSE, require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or then-outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital or to facilitate acquisitions.
Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of the Company or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions or employee benefit plans.
One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance
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could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.
### Stockholder Action and Special Meetings of Stockholders
Our amended and restated certificate of incorporation will provide that for so long as Permira and the AFT Stockholder collectively own (directly and indirectly) at least fifty percent (50%) of the voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, any action that is required or permitted to be taken by the stockholders may be effected by written consent in lieu of a meeting. If Permira and the AFT Stockholder no longer beneficially own (directly or indirectly) at least 50% of the shares of stock entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of the stockholders. Our amended and restated certificate of incorporation will provide that special meetings of our stockholders may be called only by a majority of our board of directors, our chief executive officer or the chairperson of our board of directors, thus prohibiting stockholders from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.
### Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
### Supermajority Requirements for Amendments of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws
Certain amendments to our amended and restated certificate of incorporation and any amendment to our amended and restated bylaws will require the approval of holders of 662∕3% of the outstanding voting power of our capital stock.
### Director Vacancies
Our amended and restated certificate of incorporation and amended and restated bylaws will, subject to the Stockholders’ Agreement, authorize only a majority of our board of directors to fill vacant directorships, including newly created seats. In addition, subject to the Stockholders’ Agreement, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.
### Classified Board of Directors
Our amended and restated certificate of incorporation will provide that from and after the Voting Threshold Date, our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms; provided, however, that such classification will not take effect if, prior to the time it would otherwise become effective, our board of directors, by the affirmative vote of a majority of the directors then in office, elects not to effect such classification. From and after the Voting Threshold Date, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for
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stockholders to change the composition of our board of directors. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that, subject to the Stockholders’ Agreement and any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by our board of directors.
### No Cumulative Voting
The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.
### Choice of Forum
Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or if such court does not have jurisdiction another state or the federal courts (as appropriate) located within the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of the Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Company to the Company or our stockholders, (iii) action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) action asserting a claim governed by the internal affairs doctrine of the State of Delaware; provided, however, that the foregoing provision would not apply to (i) any action brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive, or (ii) any action asserting a claim arising under the Securities Act of 1933.
Our amended and restated certificate of incorporation will further provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a claim arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder and, accordingly, we cannot be certain that a court would enforce such provision. It is possible that a court could find our forum selection provisions to be inapplicable or unenforceable and, accordingly, we could be required to litigate claims in multiple jurisdictions, incur additional costs or otherwise not receive the benefits that we expect our forum selection provisions to provide.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation, except our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws (including the Securities Act and the Exchange Act) and the rules and regulations thereunder.
### Section 203 of the DGCL
We have opted out of Section 203 of the DGCL, but our amended and restated certificate of incorporation will provide that the restrictions contained in Section 203 will apply to us immediately following the time at which all of the following conditions exist (if ever): (i) Section 203 by its terms would, but for the provisions of our amended and restated certificate of incorporation, apply to us and (ii) Permira and its affiliates and associates beneficially own less than 5% of the shares of common stock held by them upon completion of this offering. If these conditions all exist, we will thereafter be governed by Section 203, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
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- the business combination or transaction which resulted in the stockholder becoming an interested stockholder was approved by the board of directors prior to the time that the stockholder became an interested stockholder;
- upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
- at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the interested stockholder.
In general, Section 203 defines a “business combination” to include mergers, asset sales, and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock.
Moreover, our amended and restated certificate of incorporation will provide that, unless and until all of the conditions discussed above exist (at which point we will thereafter be governed by Section 203), we will be governed by provisions substantially similar to Section 203. These provisions will likewise prohibit us from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, subject to the exceptions outlined above, except that neither Permira nor its affiliates and associates will be deemed to be an “interested stockholder” for these purposes. The application of these provisions, or the potential application of Section 203 to us in the future, may have the effect of delaying, deferring, or preventing changes in control of our company.
### Limitations on Liability and Indemnification of Officers and Directors
The DGCL authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetary damages for breaches of fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation will include a provision that eliminates the personal liability of directors and officers for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions will be to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. This provision will not limit or eliminate the liability of any officer in any action by or in the right of the Company, including any derivative claims. Exculpation under this provision will not apply to any director or officer if the director or officer has breached the duty of loyalty to the corporation and its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions, or derived an improper benefit from his or her actions as a director or officer.
Our amended and restated bylaws will provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We also intend to enter into indemnification agreements with our directors, which agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that these indemnification and advancement provisions, and insurance will be useful to attract and retain qualified directors and officers.
The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a
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lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
### Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent’s address is 150 Royall Street, Canton, Massachusetts 02021.
### Listing
We have been approved to list our common stock on the NYSE under the trading symbol “REF.”
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market or the perception that such sales might occur may adversely affect market prices of our common stock prevailing from time to time and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. Furthermore, there may be sales of substantial amounts of our common stock in the public market after the existing legal and contractual restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future. See “Risk Factors.” We cannot predict the effect, if any, that future sales of shares of common stock, or the availability for future sale of shares of common stock, will have on the market price of shares of our common stock prevailing from time to time.
Upon completion of this offering and the Synthetic Secondary, we will have a total of 59,076,208 shares of our common stock outstanding . Of the outstanding shares, the 14,062,500 shares of common stock sold in this offering (or 16,171,875 shares if the underwriters exercise their option to purchase additional shares in full) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined under Rule 144, including our directors, executive officers and other affiliates, may be sold only in compliance with the limitations described below.
The remaining outstanding 45,013,708 shares of common stock, representing 76.2% of the total outstanding shares of our common stock following the completion of this offering (or 72.6% if the underwriters exercise their option to purchase additional shares in full), will be deemed restricted securities under the meaning of Rule 144 and may be sold in the public market only if registered or if they qualify for an exemption from registration, including the exemptions pursuant to Rule 144 and Rule 701 under the Securities Act (“Rule 701”), which we summarize below.
### Lock-Up Arrangements
In connection with this offering, we, our executive officers, our directors, and holders of substantially all of our common stock and securities convertible into or exercisable or exchangeable for our common stock, including the selling stockholders and the stockholders participating in the Synthetic Secondary, have agreed with the underwriters, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or hedge any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly disclose the intention to take any such action, without, in each case, the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC on behalf of the underwriters, for a period of 180 days after the date of this prospectus. See “Underwriters (Conflicts of Interest)” for a description of the lock-up agreements and market standoff restrictions applicable to our shares.
### Rule 144
In general, under Rule 144, once we have been subject to public company reporting requirements for at least 90 days, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than an affiliate, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, our affiliates or persons selling shares of our common stock on behalf of our affiliates, who have met the six-month holding period for beneficial ownership of “restricted shares” of our common stock, are entitled to sell upon the expiration of the lock-up agreements described above, within
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any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:
- 1% of the number of shares of our common stock then outstanding, which will equal approximately 590,762 shares immediately after this offering; or
- the average reported weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.
Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements, and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.
We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the stockholder and other factors.
### Rule 701
In general, under Rule 701, any of our employees, directors, officers, consultants or advisors who received shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, in the case of affiliates, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, holding period, volume limitation or notice filing requirements of Rule 144.
### Registration Statements on Form S-8
We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to issuance under our equity incentive plans to be adopted in connection with this offering. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly shares of our common stock registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover 11,761,807 shares of our common stock.
### Registration Rights
Following completion of this offering and the Synthetic Secondary, the shares of our common stock covered by registration rights would represent approximately 75.6% of our outstanding common stock (or 72.2%, if the underwriters exercise their option to purchase additional shares in full). These shares also may be sold under Rule 144, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates.
For a description of rights that certain of our stockholders will have to require us to register the shares of our common stock they own, see “Description of Capital Stock—Registration Rights Agreement.” Registration of these shares under the Securities Act would result in these shares becoming freely tradable immediately upon effectiveness of such registration.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK
The following is a summary of U.S. federal income tax considerations generally applicable to Non-U.S. Holders (as defined below) with respect to the ownership and disposition of shares of our common stock issued pursuant to this offering and who hold such shares as a capital asset (generally, property held for investment) within the meaning of the Code. This summary is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, administrative rulings and published positions of the Internal Revenue Service (“IRS”) and other applicable authorities, in each case as in effect as of the date of this document and all of which are subject to change, possibly with retroactive effect. This summary is not binding on the IRS and there can be no assurance that the IRS or a court will agree with the conclusions stated herein. This summary is not a complete description of all of the U.S. federal income tax considerations that may be relevant to a particular Non-U.S. Holder. In addition, this summary does not address considerations relevant to Non-U.S. Holders subject to special rules, including, without limitation:
- banks, insurance companies and other financial institutions;
- regulated investment companies;
- real estate investment trusts;
- tax-exempt organizations;
- brokers, dealers or traders in securities or currencies;
- certain former citizens or residents of the United States;
- persons that elect to mark their securities to market;
- persons whose “functional currency” is not the U.S. dollar;
- persons holding our common stock as part of a straddle, hedge, conversion or other integrated transaction;
- persons deemed to sell our common stock under the constructive sale provisions of the Code;
- persons who acquired shares of our common stock as compensation or otherwise in connection with the performance of services;
- controlled foreign corporations;
- passive foreign investment companies; and
- partnerships (or other entities or arrangements treated as partnerships for U.S. federal income tax purposes) or other pass-through entities.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our common stock, the U.S. federal income tax treatment of a partner in the partnership will depend on the status of the partner and the activities of the partnership. Partnerships, and partners of a partnership, holding shares of our common stock should consult their tax advisors regarding the U.S. federal income tax consequences to them of owning and disposing shares of our common stock.
In addition, this summary does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal estate, gift, alternative minimum tax or Medicare contribution tax considerations. Non-U.S. Holders should consult their tax advisors regarding the particular tax considerations to them of owning and disposing shares of our common stock.
For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of shares of our common stock that, for U.S. federal income tax purposes, is not, or is not treated as, any of the following:
- an individual who is a citizen or resident of the United States;
- a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
- an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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- a trust (i) the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons (as defined in Section 7701(a)(30) of the Code) have the authority to control all substantial decisions or (ii) that has otherwise validly elected to be treated as a U.S. person under the applicable Treasury Regulations.
### Distributions
As discussed under the section titled “Dividend Policy,” we do not currently anticipate paying dividends on our common stock in the foreseeable future. However, if we do make distributions of cash or property (other than certain stock distributions) with respect to shares of our common stock (or if we engaged in certain redemptions that are treated as distributions with respect to shares of our common stock), any such distributions will generally be treated as dividends to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts of such distribution in excess of our current or accumulated earnings and profits will be treated, first, as a return of capital and be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its shares of our common stock (but not below zero) and, thereafter, as capital gain, which is subject to the tax treatment described below under “—Sale or Other Taxable Disposition.”
Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of shares of our common stock will be subject to U.S. federal withholding tax at a rate of thirty percent (30%) of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a properly executed IRS Form W-8BEN or W-8BEN-E (or its successor forms or other applicable documentation) certifying qualification for such lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
Subject to the discussion below under “—Foreign Account Tax Compliance Act,” no amounts in respect of U.S. federal withholding tax will be withheld from dividends paid to a Non-U.S. Holder if the dividends are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by such Non-U.S. Holder in the United States) and the Non-U.S. Holder provides a properly executed IRS Form W-8ECI (or its successor form or other applicable documentation). Any such effectively connected dividends will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates that apply to U.S. persons. A Non-U.S. Holder that is a treated as a corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent (30%) (or a lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits (subject to certain adjustments). Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
### Sale or Other Taxable Disposition
A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of shares of our common stock unless:
- such gain is “effectively connected” with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States);
- the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
- our common stock constitutes a U.S. real property interest by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.
Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated rates that apply to U.S. persons. A Non-U.S. Holder that is a corporation may also be subject to an additional “branch profits tax” as discussed above under “— Distributions.”
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Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of thirty percent (30%) (or a lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though such individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
With respect to the third bullet point above, although there can be no assurance in this regard, we believe that we are not, and we do not anticipate becoming, a USRPHC for U.S. federal income tax purposes. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of shares of our common stock will not be subject to U.S. federal income tax if shares of our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, five percent (5%) or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or such Non-U.S. Holder’s holding period.
Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.
### Foreign Account Tax Compliance Act
Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a thirty percent (30%) withholding rate may be imposed on dividends in respect of our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution (i) enters into, and complies with, an agreement with the Treasury Department to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments or (ii) complies with an intergovernmental agreement between the United States and an applicable foreign country to report such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of thirty percent (30%), unless such entity either (i) certifies that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we or the applicable withholding agent will in turn provide to the Treasury Department. We will not pay any additional amounts to holders in respect of any amounts withheld. Non-U.S. Holders should consult their tax advisors regarding the possible implications of this withholding tax on their investment in our common stock.
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UNDERWRITERS (CONFLICTS OF INTEREST)
Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:
Name Number of Shares
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
Guggenheim Securities, LLC
Robert W. Baird & Co. Incorporated
William Blair & Company, L.L.C.
BTIG, LLC
Telsey Advisory Group LLC
Total: 14,062,500
The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders, and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares of common stock covered by the underwriters’ over-allotment option described below.
The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ per share under the public offering price. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.
The selling stockholders have granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 2,109,375 additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.
The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 2,109,375 shares of common stock.
| Line item | Total |
| --- | --- |
| | Full Exercise |
| Public offering price | |
| Underwriting discounts and commissions | |
| Proceeds, before expenses, to us | |
| Proceeds, before expenses, to the selling stockholders | |
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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $6.7 million. We have agreed to reimburse the underwriters for certain of their expenses in an amount up to $50,000. The underwriters have agreed to reimburse us for certain expenses in connection with this offering.
The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.
We have been approved to list our common stock on the NYSE under the trading symbol “REF.”
We have agreed that we will not, and will not publicly disclose an intention to, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters, during the period ending 180 days after the date of this prospectus (the “restricted period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any economic consequences of ownership of our common stock, whether any such transaction is to be settled by delivery of shares of common stock or such other securities, in cash or otherwise, or (iii) file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, other than the shares of our common stock to be sold in this offering.
The restrictions on our actions, as described above, do not apply to certain transactions, including the issuance of shares of our common stock upon the exercise of options or warrants or the settlement of restricted stock units pursuant to equity compensation plans in effect as of the closing of this offering and described in this prospectus; the issuance of shares of our common stock upon the conversion of securities outstanding on the date of the underwriting agreement and described in this prospectus; the grant of equity awards and related issuances under equity compensation plans in effect as of the closing of this offering and described in this prospectus; the filing of registration statements on Form S-8; the sale or issuance of common stock or securities convertible into or exercisable or exchangeable for common stock in connection with mergers, acquisitions, joint ventures, commercial relationships or other strategic transactions or alliances, subject to a cap of 10% of the total number of shares of our common stock issued and outstanding on a fully diluted basis immediately following this offering; and the establishment of trading plans pursuant to Rule 10b5-1 under the Exchange Act that do not provide for transfers during the restricted period, in each case subject to applicable conditions. Nothing in these restrictions prohibits any transfer, sale, tender or other disposition of shares of our common stock to us or any of our subsidiaries pursuant to any share repurchase, redemption, exchange or similar liquidity transaction disclosed in this prospectus.
Our directors and executive officers, the selling stockholders, the stockholders participating in the Synthetic Secondary and certain other holders representing a substantial percentage of our outstanding shares, including the selling stockholders and the stockholders participating in the Synthetic Secondary (such persons, the “lock-up parties”), have entered into lock-up agreements with the underwriters pursuant to which each lock-up party, with limited exceptions, for a period commencing on the date of the applicable lock-up agreement and ending at the close of trading on the 180th day after the date of this prospectus, may not, and may not publicly disclose an intention to, without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock beneficially owned by such lock-up party, (2) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of such securities, in cash or otherwise, or (3) make any demand for, or exercise any right with respect to, the registration of any such securities. The restrictions described in this paragraph are subject to limited exceptions, including for certain transfers by gift or to a charitable organization, estate planning transfers, transfers to affiliates, family members or trusts, transfers to nominees or custodians of persons or entities to whom such
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transfers would otherwise be permitted, distributions to equityholders, transfers by operation of law, transactions relating to securities acquired in the public offering or in open market transactions after the completion of this offering, certain net exercise, net settlement and tax-related sales in respect of equity awards, transfers to us pursuant to the Synthetic Secondary or other Company repurchase arrangements described in this prospectus, the establishment of Rule 10b5-1 trading plans that do not provide for transfers during the restricted period, certain change of control transactions and transfers to the underwriters pursuant to the underwriting agreement, in each case subject to applicable conditions.
During the restricted period, we have also agreed not to release, waive or amend any lock-up, market standoff or similar restrictions applicable to our employees, officers, directors or stockholders without the prior written consent of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters, except for releases, waivers or amendments on terms described in this prospectus or to permit transfers that would be permitted under the applicable lock-up agreement, and to enforce those restrictions, including through stop transfer instructions to our transfer agent. J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters, may release the securities subject to any lock-up agreement with the underwriters described above, in whole or in part, at any time. As a result of the foregoing, substantially all of our outstanding shares of common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our common stock will be subject to a lock-up agreement, market standoff provision or similar restriction during the restricted period.
In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or slow a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.
We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such
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securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
### Pricing of the Offering
Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us, the selling stockholders and the representatives. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.
### Conflicts of Interest
The Conflicted Underwriters are lenders under the Credit Agreement. As described in “Use of Proceeds,” net proceeds from this offering will be used to repay outstanding term loans under the Credit Agreement, and affiliates of the Conflicted Underwriters will receive 5% or more of the net proceeds of this offering due to the repayment of the term loans. Therefore, such Conflicted Underwriters are deemed to have “conflicts of interest” under Rule 5121. Accordingly, this offering is being conducted in compliance with the requirements of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus. Guggenheim Securities, LLC has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. Guggenheim Securities, LLC will not receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify Guggenheim Securities, LLC against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. The Conflicted Underwriters will not confirm any sales to any account over which they exercise discretionary authority without the specific written approval of the account holder. See “Risk Factors” and “Use of Proceeds” for additional information.
### Directed Share Program
At our request, the underwriters have reserved up to 421,875 shares of our common stock, or 3% of the shares being offered pursuant to this prospectus, for sale at the initial public offering price to certain of our directors and employees, along with certain family and friends of our employees, as determined by certain of our officers, through a directed share program.
The sales will be made at our direction by Morgan Stanley & Co. LLC and its respective affiliates through a directed share program. At this time, no indications of interest will be taken. Once the preliminary prospectus has been filed, an invitation package will be made available or sent to each person identified by management, which will include the preliminary prospectus and other directed share program documentation. An invitation to participate in the directed share program does not guarantee that the participant will receive an allocation of shares. Accordingly, we cannot provide any assurance that any category of participant set forth above will receive an invitation or an allocation in the directed share program. If a potential participant is interested in participating, that participant will be required to complete the required documentation and will be required to return such documentation to the program administrator. The program administrator will not accept funds from any participant until after the registration statement for this offering is declared effective, this offering is priced, and the participants are notified of their final allocation and given an opportunity to confirm that they wish to purchase the shares allocated to them. After the registration statement has been declared effective and this offering is priced, we and the program administrator will prepare a final approved list of allocations. Allocations may be reduced below requested amounts if demand exceeds the directed share program allotment. The program administrator will notify each participant who has been allocated shares of the number of shares that have been allocated and the total purchase price due upon confirmation of their participation. Thereafter, participants will be required to wire or
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transfer their funds to the program administrator. The shares under the directed share program will be allocated following pricing and settle in the same manner as the shares sold to the general public.
Any shares sold under the directed share program, other than to our directors, officers, and existing significant stockholders, who are subject to the lock-up restrictions described above, will not be subject to the terms of any lock-up agreement. The number of shares of common stock available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with respect to shares of common stock sold pursuant to the directed share program. We will agree to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the shares reserved for the directed share program.
### Selling Restrictions
Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
### Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area (each a “Relevant State”), no shares of common stock have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares of common stock which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the shares of common stock may be offered to the public in that Relevant State at any time:
(a)
to any qualified investor as defined under Article 2 of the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the shares of common stock shall require us or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or publish an Annex IX document pursuant to Article 1(4) of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to the shares of common stock in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of common stock, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
### Notice to Prospective Investors in the United Kingdom
No shares of common stock have been offered or will be offered pursuant to the offering to the public in the United Kingdom except that the shares of common stock may be offered to the public in the United Kingdom at any time:
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(a)
where (i) the offer is conditional on the admission of the shares of common stock to trading on the London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(a) of Schedule 1 of the POATR) or (ii) the Shares being offered are at the time of the offer already admitted to trading on London Stock Exchange plc’s main market (in reliance on the exception in paragraph 6(b) of Schedule 1 of the POATR);
(b)
to any qualified investor as defined in paragraph 15 of Schedule 1 of the POATR;
(c)
to fewer than 150 persons (other than qualified investors as defined in paragraph 15 of Schedule 1 of the POATR), subject to obtaining the prior consent of the representatives for any such offer; or
(d)
in any other circumstances falling within Part 1 of Schedule 1 of the POATR.
For the purposes of this provision, the expression an “offer to the public” in relation to the shares of common stock in the United Kingdom means the communication to any person which presents sufficient information on: (a) the shares of common stock to be offered; and (b) the terms on which they are to be offered, to enable an investor to decide to buy or subscribe for the shares of common stock and the expression “POATR” means the Public Offers and Admissions to Trading Regulations 2024.
### Notice to Prospective Investors in Japan
The shares of common stock have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares of common stock nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or re-sale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
### Notice to Prospective Investors in Canada
The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
### Notice to Prospective Investors in Switzerland
This prospectus does not constitute an offer to the public or a solicitation to purchase or invest in any shares of common stock. No shares of common stock have been offered or will be offered to the public in Switzerland, except that offers of shares of common stock may be made to the public in Switzerland at any time under the following exemptions under the Swiss Financial Services Act (“FinSA”):
(a)
to any person which is a professional client as defined under the FinSA;
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(b)
to fewer than 500 persons (other than professional clients as defined under the FinSA), subject to obtaining the prior consent of the representatives for any such offer; or
(c)
in any other circumstances falling within Article 36 FinSA in connection with Article 44 of the Swiss Financial Services Ordinance,
provided that no such offer of shares of common stock shall require the Company or any underwriter to publish a prospectus pursuant to Article 35 FinSA. The shares of common stock have not been and will not be listed or admitted to trading on a trading venue in Switzerland.
Neither this document nor any other offering or marketing material relating to the shares of common stock constitutes a prospectus as such term is understood pursuant to the FinSA and neither this document nor any other offering or marketing material relating to the shares of common stock may be publicly distributed or otherwise made publicly available in Switzerland.
### Notice to Prospective Investors in the Dubai International Financial Centre (“DIFC”)
This document relates to an Exempt Offer in accordance with the Markets Law, DIFC Law No. 1 of 2012, as amended. This document is intended for distribution only to persons of a type specified in the Markets Law, DIFC Law No. 1 of 2012, as amended. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority ( “DFSA”) has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document.
The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities of common stock offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.
In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the shares of common stock may not be offered or sold directly or indirectly to the public in the DIFC.
### Notice to Prospective Investors in the United Arab Emirates
The shares of common stock have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the DIFC) other than in compliance with the laws of the United Arab Emirates (and the DIFC) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the DFIC) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority, Financial Services Regulatory Authority (FSRA) or the Dubai Financial Services Authority (DFSA).
### Notice to Prospective Investors in Australia
This prospectus:
- does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);
- has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and
- may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).
The shares of common stock may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares of common stock may be issued, and no draft or
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definitive offering memorandum, advertisement or other offering material relating to any shares of common stock may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares of common stock, you represent and warrant to us that you are an Exempt Investor.
As any offer of shares of common stock under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares of common stock you undertake to us that you will not, for a period of 12 months from the date of issue of the shares of common stock, offer, transfer, assign or otherwise alienate those shares of common stock to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.
### Notice to Prospective Investors in Hong Kong
The shares of common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the shares of common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.
### Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, no shares of common stock (1) have been or will be offered or sold and no shares of common stock have been or will be made the subject of an invitation for subscription or purchase, and no prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of common stock have been or will be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
### Notice to Prospective Investors in Saudi Arabia
This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 3-123-2017 dated 27 December 2017, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.
### Notice to Prospective Investors in the British Virgin Islands
The shares of common stock are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of us. The shares of common stock may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin
186
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Islands) ( “BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.
### Notice to Prospective Investors in China
This prospectus will not be circulated or distributed in the PRC and the shares of common stock will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.
### Notice to Prospective Investors in Korea
The shares of common stock have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares of common stock have been and will be offered in Korea as a private placement under the FSCMA. None of the shares of common stock may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). The shares of common stock have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares of common stock shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares of common stock. By the purchase of the shares of common stock, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares of common stock pursuant to the applicable laws and regulations of Korea.
### Notice to Prospective Investors in Malaysia
No prospectus or other offering material or document in connection with the offer and sale of the shares of common stock has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of common stock may not be circulated or distributed, nor may the shares of common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares of common stock, as principal, if the offer is on terms that the shares of common stock may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares of common stock is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.
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Notice to Prospective Investors in Taiwan
The shares of common stock have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares of common stock in Taiwan.
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### EXPERTS
The financial statements as of December 27, 2025 and December 28, 2024 and for each of the three years in the period ended December 27, 2025 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Consolidated Financial Statements
[Balance Sheets December 27, 2025 and December 28, 2024](#tCBS) [F-3](#tCBS)
[Statements of Operations and Comprehensive Income Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023](#tRIFK) [F-4](#tRIFK)
[Statements of Stockholders’ Equity Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023](#tRIFK1) [F-5](#tRIFK1)
[Statements of Cash Flows Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023](#tCSOC) [F-6](#tCSOC)
[Notes to Financial Statements](#tNTCF) [F-7](#tNTCF) – [F-35](#t19EV)
Condensed Consolidated Financial Statements (Unaudited)
[Balance Sheets (Unaudited) March 28, 2026 and December 27, 2025](#tUCCB) [F-36](#tUCCB)
[Statements of Operations and Comprehensive Loss (Unaudited) 13 weeks ended March 28, 2026 and March 29, 2025](#tUCCS1) [F-37](#tUCCS1)
[Statements of Stockholders’ Equity (Unaudited) 13 weeks ended March 28, 2026 and March 29, 2025](#tUCCS2) [F-38](#tUCCS2)
[Statements of Cash Flows (Unaudited) 13 weeks ended March 28, 2026 and March 29, 2025](#tUCCS) [F-39](#tUCCS)
[Notes to Financial Statements (Unaudited)](#tUNTS) [F-40](#tUNTS) – [F-53](#tUNTE)
F-1
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Reformation Inc.
#### Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Reformation Inc. (formerly known as REF Topco, Inc.) and its subsidiaries (the “Company”) as of December 27, 2025 and December 28, 2024 and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 27, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025 in conformity with accounting principles generally accepted in the United States of America.
#### Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 27, 2026, except for the effects of the stock split discussed in Note 19 to the consolidated financial statements, as to which the date is July 13, 2026
We have served as the Company’s auditor since 2019.
F-2
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
#### Consolidated Balance Sheets December 27, 2025 and December 28, 2024
| (in thousands, except share and per share data) | December 27, 2025 | December 28, 2024 |
| --- | --- | --- |
| Assets | | |
| Cash and cash equivalents | $65,473 | $87,678 |
| Accounts receivable, net | 18,407 | 12,285 |
| Inventories | 60,640 | 51,916 |
| Prepaid expenses and other current assets | 16,393 | 12,432 |
| Total current assets | 160,913 | 164,311 |
| Property and equipment, net | 83,346 | 50,868 |
| Right-of-use assets | 167,695 | 133,707 |
| Intangible assets, net | 1,396 | 2,233 |
| Trade name | 309,100 | 309,100 |
| Goodwill | 209,421 | 209,421 |
| Other noncurrent assets | 5,996 | 4,127 |
| Total assets | $937,867 | $873,767 |
| Liabilities and Stockholders’ Equity | | |
| Accounts payable | $7,656 | $4,940 |
| Accrued expenses and other current liabilities | 66,828 | 55,527 |
| Current lease liabilities | 16,670 | 11,749 |
| Current portion of long-term debt | 8,250 | 5,156 |
| Deferred revenue | 6,740 | 4,342 |
| Total current liabilities | 106,144 | 81,714 |
| Long-term debt, net of current portion | 147,724 | 155,014 |
| Noncurrent lease liabilities | 166,837 | 135,824 |
| Deferred income tax liabilities | 68,072 | 67,448 |
| Deferred revenue, net of current portion | 3,064 | 4,088 |
| Other noncurrent liabilities | 5,229 | 3,074 |
| Total liabilities | 497,070 | 447,162 |
| Commitments and contingencies (Note 14) | | |
| Stockholders’ equity | | |
| Common stock, $0.0001 par value; 107,025,000 shares authorized as of December 27, 2025 and December 28, 2024; 49,784,379 shares issued and outstanding as of December 27, 2025 and December 28, 2024 | 4 | 4 |
| Additional paid-in capital | 358,275 | 357,180 |
| Retained earnings | 82,493 | 69,855 |
| Accumulated other comprehensive income (loss) | 25 | (434) |
| Total stockholders’ equity | 440,797 | 426,605 |
| Total liabilities and stockholders’ equity | $937,867 | $873,767 |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
### Consolidated Statements of Operations and Comprehensive Income Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023
| (in thousands, except share and per share data) | December 27, 2025 | December 28, 2024 | December 30, 2023 |
| --- | --- | --- | --- |
| Net revenue | $507,104 | $438,157 | $359,523 |
| Cost of goods sold | 201,617 | 155,550 | 129,185 |
| Gross profit | 305,487 | 282,607 | 230,338 |
| Operating expenses | | | |
| Marketing expenses | 44,532 | 38,371 | 33,685 |
| Selling, general and administrative expenses | 232,137 | 191,579 | 159,076 |
| Total operating expenses | 276,669 | 229,950 | 192,761 |
| Income from operations | 28,818 | 52,657 | 37,577 |
| Other (expense) income | | | |
| Interest expense | (14,574) | (10,713) | — |
| Interest income | 1,840 | 3,003 | 1,052 |
| Other income, net | 773 | 730 | 123 |
| Total other (expense) income | (11,961) | (6,980) | 1,175 |
| Income before income taxes | 16,857 | 45,677 | 38,752 |
| Income tax provision | 4,219 | 12,747 | 14,866 |
| Net income | 12,638 | 32,930 | 23,886 |
| Other comprehensive gain (loss), net of tax | | | |
| Foreign currency translation gain (loss), net of tax | 459 | (374) | 111 |
| Comprehensive income, net of tax | $13,097 | $32,556 | $23,997 |
| Earnings per share | | | |
| Basic | $0.25 | $0.61 | $0.39 |
| Diluted | 0.25 | 0.60 | 0.39 |
| Weighted-average shares used in per share calculation | | | |
| Basic | 49,784,379 | 53,844,764 | 61,809,850 |
| Diluted | 51,283,157 | 54,674,137 | 62,041,798 |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
### Consolidated Statements of Stockholders’ Equity Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023
| (in thousands, except share data) | Common Stock / Shares | Common Stock / Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Stockholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balances at December 24, 2022 | 70,385,550 | $5 | $498,450 | $33,781 | $(171) | $532,065 |
| Issuance of common stock from exercise of stock options | 5,851 | — | 29 | — | — | 29 |
| Stock-based compensation expense | — | — | 1,908 | — | — | 1,908 |
| Net income | — | — | — | 23,886 | — | 23,886 |
| Foreign currency translation adjustment | — | — | — | — | 111 | 111 |
| Balances at December 30, 2023 | 70,391,400 | 5 | 500,387 | 57,667 | (60) | 557,999 |
| Issuance of common stock from exercise of stock options | 45,807 | — | 368 | — | — | 368 |
| Repurchase and retirement of common stock, net | (20,652,828) | (1) | (144,736) | (20,742) | — | (165,479) |
| Stock-based compensation expense | — | — | 1,161 | — | — | 1,161 |
| Net income | — | — | — | 32,930 | — | 32,930 |
| Foreign currency translation adjustment | — | — | — | — | (374) | (374) |
| Balances at December 28, 2024 | 49,784,379 | 4 | 357,180 | 69,855 | (434) | 426,605 |
| Stock-based compensation expense | — | — | 1,095 | — | — | 1,095 |
| Net income | — | — | — | 12,638 | — | 12,638 |
| Foreign currency translation adjustment | — | — | — | — | 459 | 459 |
| Balances at December 27, 2025 | 49,784,379 | $4 | $358,275 | $82,493 | $25 | $440,797 |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
### Consolidated Statements of Cash Flows Fiscal Years Ended December 27, 2025, December 28, 2024 and December 30, 2023
| (in thousands) | December 27, 2025 | December 28, 2024 | December 30, 2023 |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Net income | $12,638 | $32,930 | $23,886 |
| Adjustments to reconcile net income to net cash provided by operating activities | | | |
| Depreciation of property and equipment | 12,336 | 9,261 | 6,912 |
| Change in operating lease right-of-use assets | 19,015 | 14,657 | 10,873 |
| Amortization of definite-lived intangibles assets | 838 | 838 | 1,568 |
| Amortization of debt issuance costs | 1,122 | 757 | — |
| Deferred income taxes | 617 | (4,880) | (289) |
| Stock-based compensation expense | 1,095 | 1,161 | 1,908 |
| Other | 81 | 49 | 75 |
| Increase (decrease) in cash due to changes in assets and liabilities | | | |
| Accounts receivable | (6,055) | (839) | 1,718 |
| Inventories | (8,558) | (18,384) | (7,222) |
| Prepaid expenses and other current assets | (3,871) | (895) | 2,684 |
| Other noncurrent assets | (1,987) | (487) | (230) |
| Accounts payable | 1,805 | 2,116 | (4,604) |
| Accrued expenses and other current liabilities | 11,079 | 16,618 | 4,784 |
| Operating lease liabilities | (16,987) | (9,861) | (8,918) |
| Deferred revenue | 1,347 | 1,071 | 2,527 |
| Other noncurrent liabilities | 2,155 | 153 | 2,136 |
| Net cash provided by operating activities | 26,670 | 44,265 | 37,808 |
| Cash flows from investing activities | | | |
| Purchases of property and equipment | (44,543) | (26,149) | (13,692) |
| Net cash used in investing activities | (44,543) | (26,149) | (13,692) |
| Cash flows from financing activities | | | |
| Proceeds from exercise of stock options | — | 368 | 29 |
| Proceeds from term loan, net of lender fees | — | 161,043 | — |
| Repayments on term loan | (5,156) | (1,031) | — |
| Debt issuance costs | — | (1,300) | — |
| Repurchases of common stock, net | — | (165,479) | — |
| Net cash (used in) provided by financing activities | (5,156) | (6,399) | 29 |
| Effect of exchange rates on cash and cash equivalents | 824 | (542) | 160 |
| Net (decrease) increase in cash and cash equivalents | (22,205) | 11,175 | 24,305 |
| Cash and cash equivalents | | | |
| Beginning of the year | 87,678 | 76,503 | 52,198 |
| End of the year | $65,473 | $87,678 | $76,503 |
| Supplemental cash flow information | | | |
| Cash paid during the year for | | | |
| Income taxes, net of refunds | $5,285 | $16,010 | $5,066 |
| Interest | 13,747 | 6,394 | — |
| Noncash financing and investing activities | | | |
| Purchase of property and equipment included in accounts payable | 629 | 657 | 470 |
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 54,271 | 86,856 | 17,251 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### 1. Organization and Nature of Business
Reformation Inc. (formerly known as REF Topco, Inc.) is a Delaware corporation headquartered in Los Angeles, California. On April 11, 2025, REF Topco, Inc. changed its legal entity name to Reformation Inc., collectively referred to as the “Company”, Reformation Inc. and its subsidiaries, sell apparel and accessories direct to customers through its website and company-owned retail stores located in the United States and internationally, as well as through wholesale and other channels. The Company’s mission is to bring sustainable fashion to everyone by minimizing its environmental impact through the sourcing of sustainable fabrics and vintage garments and incorporating sustainable practices throughout its supply chain and broader operations.
#### 2. Summary of Significant Accounting Policies
#### Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of Reformation Inc. (formerly known as REF Topco, Inc.) and its wholly owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation.
#### Fiscal Year End
The Company operates on a 52/53-week fiscal year convention whereby its fiscal year ends on the last Saturday of December. For fiscal years 2025, 2024, and 2023, the dates were December 27, 2025, December 28, 2024, and December 30, 2023, respectively. Fiscal years 2025, 2024, and 2023 consisted of 52, 52, and 53 weeks, respectively.
#### Use of Estimates
The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management relate to variable consideration for net sales provided to customers, including the sales return liability, allowances for excess and obsolete inventories; fair value of stock-based compensation; the recoverability of goodwill, the trade name, and long-lived assets; determination of incremental borrowing rate for leases; and determination of valuation allowance on deferred tax assets. Actual results could differ from these estimates.
#### Revision of Previously Issued Consolidated Financial Statements
During the preparation of the Company’s consolidated financial statements for the fiscal year ended December 27, 2025, the Company identified certain errors in its previously issued financial statements for the fiscal years ended December 28, 2024, and December 30, 2023. These errors related to (1) the misclassification of prepaid rent by recording it within prepaid expenses and other current assets instead of a reduction of current lease liability, (2) the misclassification of tenant improvement allowances by recording it in accounts receivable, net instead of a reduction of current lease liabilities and (3) the misclassification of bad debt expense by recording it in net revenue instead of selling, general and administrative expense. The Company assessed the materiality of these prior period errors on the consolidated financial statements and concluded based on quantitative and qualitative analysis that these errors were not material to the Company’s previously issued consolidated financial statements. Accordingly, the Company corrected the prior periods, as disclosed in the table below:
F-7
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### Consolidated Balance Sheet
_December 28, 2024_
| (in thousands, except share and per share data) | As Previously Reported | Adjustments | As Revised |
| --- | --- | --- | --- |
| Assets | | | |
| Cash and cash equivalents | $87,678 | — | $87,678 |
| Accounts receivable, net | 12,865 | (580) | 12,285 |
| Inventories | 51,916 | — | 51,916 |
| Prepaid expenses and other current assets | 14,281 | (1,849) | 12,432 |
| Total current assets | 166,740 | (2,429) | 164,311 |
| Property and equipment, net | 50,868 | — | 50,868 |
| Right-of-use assets | 133,707 | — | 133,707 |
| Intangible assets, net | 2,233 | — | 2,233 |
| Trade name | 309,100 | — | 309,100 |
| Goodwill | 209,421 | — | 209,421 |
| Other noncurrent assets | 4,127 | — | 4,127 |
| Total assets | $876,196 | $(2,429) | $873,767 |
| Liabilities and Stockholders’ Equity | | | |
| Accounts payable | $4,940 | — | $4,940 |
| Accrued expenses and other current liabilities | 55,527 | — | 55,527 |
| Current lease liabilities | 14,178 | (2,429) | 11,749 |
| Current portion of long-term debt | 5,156 | — | 5,156 |
| Deferred revenue | 4,342 | — | 4,342 |
| Total current liabilities | 84,143 | (2,429) | 81,714 |
| Long-term debt, net of current portion | 155,014 | — | 155,014 |
| Noncurrent lease liabilities | 135,824 | — | 135,824 |
| Deferred income tax liabilities | 67,448 | — | 67,448 |
| Deferred revenue, net of current portion | 4,088 | — | 4,088 |
| Other noncurrent liabilities | 3,074 | — | 3,074 |
| Total liabilities | 449,591 | (2,429) | 447,162 |
| Commitments and contingencies (Note 14) | | | |
| Stockholders’ equity | | | |
| Common stock, $0.0001 par value; 107,025,000 shares authorized as of December 27, 2025 and December 28, 2024; 49,784,379 shares issued and outstanding as of December 27, 2025 and December 28, 2024 | 4 | — | 4 |
| Additional paid-in capital | 357,180 | — | 357,180 |
| Retained earnings | 69,855 | — | 69,855 |
| Accumulated other comprehensive income (loss) | (434) | — | (434) |
| Total stockholders’ equity | 426,605 | — | 426,605 |
| Total liabilities and stockholders’ equity | $876,196 | $(2,429) | $873,767 |
F-8
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
### Consolidated Statements of Operations and Comprehensive Income
| (in thousands, except share and per share data) | December 28, 2024 / As Previously Reported | December 28, 2024 / Adjustments | December 28, 2024 / As Revised | December 30, 2023 / As Previously Reported | December 30, 2023 / Adjustments | December 30, 2023 / As Revised |
| --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $438,407 | $(250) | $438,157 | $358,606 | $917 | $359,523 |
| Cost of goods sold | 155,550 | — | 155,550 | 129,185 | — | 129,185 |
| Gross profit | 282,857 | (250) | 282,607 | 229,421 | 917 | 230,338 |
| Operating expenses | | | | | | |
| Marketing expenses | 38,371 | — | 38,371 | 33,685 | — | 33,685 |
| Selling, general and administrative expenses | 191,829 | (250) | 191,579 | 158,159 | 917 | 159,076 |
| Total operating expenses | 230,200 | (250) | 229,950 | 191,844 | 917 | 192,761 |
| Income from operations | 52,657 | — | 52,657 | 37,577 | — | 37,577 |
| Other (expense) income | | | | | | |
| Interest expense | (10,713) | — | (10,713) | — | — | — |
| Interest income | 3,003 | — | 3,003 | 1,052 | — | 1,052 |
| Other income, net | 730 | — | 730 | 123 | — | 123 |
| Total other (expense) income | (6,980) | — | (6,980) | 1,175 | — | 1,175 |
| Income before income taxes | 45,677 | — | 45,677 | 38,752 | — | 38,752 |
| Income tax provision | 12,747 | — | 12,747 | 14,866 | — | 14,866 |
| Net income | 32,930 | — | 32,930 | 23,886 | — | 23,886 |
| Other comprehensive (loss) gain, net of tax | | | | | | |
| Foreign currency translation (loss) gain, net of tax | (374) | — | (374) | 111 | — | 111 |
| Comprehensive income, net of tax | $32,556 | — | $32,556 | $23,997 | — | $23,997 |
| Earnings per share | | | | | | |
| Basic | $0.61 | — | $0.61 | $0.39 | — | $0.39 |
| Diluted | 0.60 | — | 0.60 | 0.39 | — | 0.39 |
| Weighted-average shares used in per share calculation | | | | | | |
| Basic | 53,844,764 | — | 53,844,764 | 61,809,850 | — | 61,809,850 |
| Diluted | 54,674,137 | — | 54,674,137 | 62,041,798 | — | 62,041,798 |
F-9
---
Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### Consolidated Statement of Cash Flow
_December 28, 2024_
| (in thousands) | As Previously Reported | Adjustments | As Revised |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Net income | $32,930 | | $32,930 |
| Adjustments to reconcile net income to net cash provided by operating activities | | | |
| Depreciation of property and equipment | 9,261 | | 9,261 |
| Change in operating lease right-of-use assets | 14,657 | | 14,657 |
| Amortization of definite-lived intangibles assets | 838 | | 838 |
| Amortization of debt issuance costs | 757 | | 757 |
| Deferred income taxes | (4,880) | | (4,880) |
| Stock-based compensation expense | 1,161 | | 1,161 |
| Other | 49 | | 49 |
| Increase (decrease) in cash due to changes in assets and liabilities | | | |
| Accounts receivable | (1,419) | 580 | (839) |
| Inventories | (18,384) | | (18,384) |
| Prepaid expenses and other current assets | (2,744) | 1,849 | (895) |
| Other noncurrent assets | (487) | | (487) |
| Accounts payable | 2,116 | | 2,116 |
| Accrued expenses and other current liabilities | 16,618 | | 16,618 |
| Operating lease liabilities | (7,432) | (2,429) | (9,861) |
| Deferred revenue | 1,071 | | 1,071 |
| Other noncurrent liabilities | 153 | | 153 |
| Net cash provided by operating activities | 44,265 | — | 44,265 |
| Cash flows from investing activities | | | |
| Purchases of property and equipment | (26,149) | | (26,149) |
| Net cash used in investing activities | (26,149) | — | (26,149) |
| Cash flows from financing activities | | | |
| Proceeds from exercise of stock options | 368 | | 368 |
| Proceeds from term loan, net of lender fees | 161,043 | | 161,043 |
| Repayments on term loan | (1,031) | | (1,031) |
| Debt issuance costs | (1,300) | | (1,300) |
| Repurchases of common stock, net | (165,479) | | (165,479) |
| Net cash (used in) provided by financing activities | (6,399) | — | (6,399) |
| Effect of exchange rates on cash and cash equivalents | (542) | | (542) |
| Net increase in cash and cash equivalents | 11,175 | — | 11,175 |
| Cash and cash equivalents | | | |
| Beginning of the year | 76,503 | — | 76,503 |
| End of the year | $87,678 | — | $87,678 |
| Supplemental cash flow information | | | |
| Cash paid during the year for | | | |
| Income taxes, net of refunds | $16,010 | | $16,010 |
| Interest | 6,394 | | 6,394 |
| Noncash financing and investing activities | | | |
| Purchase of property and equipment included in accounts payable | 657 | | 657 |
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 86,856 | | 86,856 |
F-10
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand, bank balances, money market funds, and short-term deposits with original maturities of 13 weeks or less. These amounts are primarily held in the United States and to a lesser extent in the United Kingdom, France, and Canada. The Company has cash holdings that exceed insured limits for financial institutions; however, the Company mitigates this risk by utilizing high credit quality financial institutions throughout the world. The Company has not experienced any losses related to these balances, and management believes the Company’s credit risk to be minimal.
#### Accounts Receivable, Net
Accounts receivable primarily consist of wholesale receivables from apparel retailers with a smaller portion attributed to credit card receivables related to sales transactions from the Company’s e-commerce platform and retail stores. Accounts receivable are carried at invoiced amounts less allowances for expected credit losses and are generally settled in 30 days or less. The allowance for expected credit losses is based on forecasts of future economic conditions, as well as information about past events and current conditions under the accounts receivable aging method. Accounts receivables are written off against the allowance when management believes that the amount receivable will not be recovered. As of December 27, 2025 and December 28, 2024, the allowance for credit losses was $2.4 million and $0.7 million, respectively.
#### Inventories
Inventories are stated at the lower of cost or net realizable value. Cost includes all material, labor, import-related costs, and overhead costs incurred to manufacture or purchase the inventory. Cost is determined using a first-in, first-out method for raw materials inventory and the weighted-average cost method for work-in-process and finished goods. On an ongoing basis, inventory is evaluated for slow-moving items, damaged, and excess inventory. If the Company’s review indicates a reduction in utility below carrying value, inventory is reduced to a new cost basis. As of December 27, 2025 and December 28, 2024, the Company had inventory reserves in the amount of $14.5 million and $10.1 million, respectively, which are included in inventories on the accompanying consolidated balance sheets.
#### Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the following estimated useful lives:
| Line item | Useful Life |
| --- | --- |
| Computer equipment and software | 3 to 5 years |
| Furniture, fixtures and office equipment | 3 to 7 years |
| Machinery and equipment | 5 to 7 years |
Leasehold improvements are amortized over the shorter of the lease term or their estimated useful lives. Maintenance and repairs are charged to expense as incurred. Major replacements and betterments that improve or extend the useful life of the asset are capitalized.
When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is recorded in the consolidated statements of operations and comprehensive income. The Company records depreciation on property and equipment within cost of goods sold or selling, general and administrative expense in the consolidated statements of operations and comprehensive income based on the asset’s function.
In accordance with ASC 350-40, Internal Use Software, the Company capitalizes certain internal use software development costs. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage.
F-11
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
Costs incurred in the planning and post-implementation stages of software development, or other maintenance and development expenses that do not meet the qualification for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage are capitalized. These costs include personnel and related employee benefits expenses for employees or consultants who are directly associated with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software development and acquired technology costs are amortized on a straight-line basis over the estimated useful life of five fiscal years upon initial release of the software or additional features.
#### Definite-Lived Intangible Assets
Intangible assets consisting of e-commerce customer relationships, wholesale customer relationships, and software (other than internally developed) are amortized using the straight-line method over their estimated useful lives ranging from three (3) to eight (8) fiscal years. The related amortization is included in selling, general and administrative expense in the consolidated statements of operations and comprehensive income.
#### Impairment of Long-Lived Assets
Long-lived assets with finite lives, such as property and equipment and definite-lived intangible assets, are reviewed for impairment when events or circumstances indicate that the carrying value of the asset may not be recoverable. Assets are grouped at the lowest level for which they are largely independent of other assets or asset groups. If the estimated undiscounted future cash flows related to the asset or asset group are less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the estimated fair value, usually determined by the estimated discounted future cash flows of the asset or asset group, through a charge to the consolidated statements of operations and comprehensive income. The Company determined that no impairment of long-lived assets existed for any of the periods presented.
#### Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired in an acquisition. Goodwill and indefinite-lived intangible assets (Trade Name) are located within the United States and are reviewed for impairment at least annually on August 29th and may be reviewed more frequently if a triggering event is identified (i.e. certain events occur or circumstances change). An entity is permitted to first assess qualitative factors to determine whether a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more-likely-than-not that the fair value is less than its carrying amount. If the Company determines that the fair value of its single reporting unit is less than the carrying value, a goodwill impairment loss is recognized in the amount equal to the excess of the reporting unit’s carrying value over its fair value, up to the amount of goodwill allocated to the reporting unit. The Company estimates the fair value of goodwill for its reporting unit using a discounted cash flow model as well as a market approach. For indefinite-lived intangibles, if it is determined that it is more-likely-than-not that the fair value is less than the carrying value, the Company will estimate the fair value, usually determined by the estimated discounted future cash flows of the asset and compare that value with its carrying amount. If the carrying value of the intangible asset exceeds the fair value, the Company recognizes an impairment charge equal to the difference.
The Company performed qualitative impairment assessments for each of the year presented and determined that no impairment of goodwill or indefinite-lived intangible assets existed for any of the periods presented.
#### Deferred Debt Issuance Costs
Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. The costs are amortized and recognized as additional interest expense over
F-12
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
the contractual life of the debt instrument of five fiscal years using the effective interest method. As of December 27, 2025 and December 28, 2024, the carrying value of deferred debt issuance costs was $2.8 million and $3.8 million, respectively, net of accumulated amortization of $1.6 million and $0.6 million, respectively, and is included as a reduction to long-term debt on the accompanying consolidated balance sheets.
The total deferred debt issuance costs related to the revolving line of credit amounted to $0.8 million and are amortized on a straight-line basis over the contractual term of five fiscal years. The carrying value of deferred debt issuance costs related to the revolver as of December 27, 2025 and December 28, 2024 was $0.5 million and $0.7 million, respectively, net of accumulated amortization of $0.3 million and $0.1 million, respectively, and is included in other noncurrent assets on the accompanying consolidated balance sheets.
#### Deferred Offering Costs
The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds from the offering. Should the in-process equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the condensed consolidated statements of operations and comprehensive income. As of December 27, 2025 and December 28, 2024, deferred offering costs included in other noncurrent assets on the accompanying condensed consolidated balance sheets were $1.6 million and nil, respectively.
#### Stock Repurchases
The Company accounts for stock repurchases either as treasury stock or retirement of stock. Treasury stock is carried at cost and recorded as a reduction of stockholders’ equity. When the Company’s stock is retired or repurchased for constructive retirement, any excess of the repurchase price paid over par value is allocated between retained earnings and additional paid-in capital, subject to certain limits on the amounts allocated to additional paid-in capital.
#### Fair Value Measurements and Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The hierarchy for this standard requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The three levels of the hierarchy are as follows:
Level 1
Quoted prices in active markets for identical assets or liabilities.
Level 2
Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data.
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The carrying amounts of financial assets and liabilities, which include cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short
F-13
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
maturity of these instruments. The carrying value of the Company’s term loan approximates fair value based on the borrowing rate currently available to the Company for financing with similar terms and as is classified as Level 2 in the fair value hierarchy.
#### Revenue Recognition
The Company recognizes net revenues for the sale of a product at the point in time when its performance obligation has been satisfied and control of the product has been transferred to the customer. A customer is deemed to have control once they are able to direct the use and receive substantially all of the benefits of the product, which generally occurs upon shipment of the goods for wholesale or e-commerce customers and upon purchase by retail customers.
Revenue is primarily derived from the sale individual products sold to customers through e-commerce, retail stores, and wholesale arrangements. The Company enters into revenue contracts with customers either through a written agreement or implied by the Company’s customary business practices. Net revenues transactions are generally comprised of a single performance obligation for each individual product sold to customers through its various channels. The Company has elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. Net revenues are measured based on a transaction price, which is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods to the customer. The Company excludes sales, use, and similar taxes from the measurement of the transaction price.
Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts for sales returns and chargebacks. Sales returns and chargebacks are estimated using the expected value method based primarily on historical rates. Estimates are reviewed regularly until product returns are realized and the result of any such adjustments are known.
As of December 27, 2025 and December 28, 2024, the amount of reserves for sales returns included in the accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets were $12.7 million and $10.0 million, respectively. For the fiscal years ended December 27, 2025 and December 28, 2024, the Company recognized sales returns and chargebacks amounting to $265.7 million and $245.9 million, respectively.
The Company accounts for gift card transactions by recording a contract liability at the time gift cards are issued to the customer in exchange for consideration from the customer. Contract liabilities for customer gift cards remain on the Company’s books until the gift card is redeemed by the customer, at which time the Company records the redemption of the gift card for merchandise as net revenues. Gift cards do not have an expiration date. The Company determines the probability of gift cards being redeemed based on historical redemption patterns and recognizes net revenues on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage).
Gift card breakage is recognized in proportion, and over the same period, as actual gift card redemptions. Gift card breakage is included in net revenues in the consolidated statements of operations and comprehensive income. The balance of deferred revenue as of December 27, 2025 and December 28, 2024 was $9.8 million and $8.4 million, respectively, and $8.4 million and $7.4 million as of the beginning of the periods, respectively. The Company recognized $4.8 million and $4.4 million as revenue in 2025 and 2024, respectively, from amounts recorded as deferred revenue at the beginning of the periods.
#### Shipping and Handling Fees and Costs
Shipping and handling revenues are included in net revenues. Revenue is recognized and cost is accrued when control is transferred to the customer. Outbound freight costs associated with shipping merchandise to customers are recorded within selling, general and administrative expenses and amounted to $34.9 million,
F-14
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
$29.2 million and $26.4 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.
#### Cost of Goods Sold
Cost of goods sold consists of all material, labor, and overhead costs incurred to manufacture or purchase merchandise sold to customers. Cost of goods sold also includes import duties, other taxes, inbound freight costs, warehouse storage costs, inventory valuation adjustments, shrinkage and other miscellaneous costs.
#### Marketing Expenses
Marketing expenses are expensed as incurred and consist of paid media advertising, direct digital advertising, digital and editorial content creation, public relations, customer insights, as well as other marketing and advertising costs. Marketing expenses are primarily related to growing and retaining the customer base.
Advertising costs, including the costs to produce advertising, are expensed as incurred. Advertising expenses included within marketing expenses on the accompanying statements of operations and comprehensive income amounted to $43.3 million, $37.0 million, and $32.3 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.
#### Selling, General and Administrative Expenses
Selling, general, and administrative expenses consist primarily of employee-related costs including salaries, benefits, bonuses, and stock-based compensation for the Company’s corporate and store employees, costs associated with shipping merchandise to the Company’s stores and customers, information technology, credit card processing fees, lease and other operating costs for stores and corporate facilities, legal, depreciation of property and equipment, amortization of intangible assets, and other administrative costs associated with operating the business.
#### Leases
The Company leases office space, manufacturing, and distribution facilities under agreements that are classified as operating leases. The Company determines if a contract contains a lease at inception of the arrangement based on whether there is a right to obtain substantially all of the economic benefits from the use of an identified asset and whether there is a right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Operating lease right-of-use assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease right-of-use assets are recognized as the operating lease liability, adjusted for lease incentives received. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments was determined by using either the rate implicit within the lease or the Company’s incremental borrowing rate when the rate implicit within the lease is not known. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the lease liability calculation. The Company combines and accounts for lease and nonlease components as a single lease component. Variable lease payments may include costs such as common area maintenance, utilities, marketing or promotion fund, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred. Leases under twelve months are not included in the operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets and is recognized as rent expense on a straight-line basis over the term of the lease.
Operating leases are included in operating lease right-of-use assets, current operating lease liabilities and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. For operating leases, lease expense is recognized on a straight-line basis in operations over the lease term.
F-15
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### Stock-Based Compensation
The Company expenses stock-based compensation to employees and nonemployee directors based on the grant date fair value of the awards over the requisite service period, adjusting for forfeitures as they occur. For fiscal years 2023 and prior, the Company used an income approach to determine the Company’s fair value and price per common share. Starting in fiscal year 2024, the Company utilized the Probability-Weighted Expected Return Method to determine the Company’s fair value and price per common share. The Company uses the Black-Scholes valuation method to determine the grant date fair value of its time-based options. The Company uses a Monte Carlo or a Probability-Weighted Expected Return Method model to determine the grant date fair value of its performance-based options with a service condition, a market condition and an implied performance condition.
Compensation expense for time-based awards is recognized on a straight-line basis over the service period, subject to minimum recognition of at least the amount of compensation expense that is legally vested. Compensation expense for awards with implied performance conditions and market conditions are recognized when the Company concludes it is probable the condition will be met. The Company recognized stock-based compensation primarily within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.
#### Income Taxes
The Company is taxed as a C corporation under the Internal Revenue Code. The Company files a federal tax return and certain state tax returns. The provision for income taxes consists of both federal and state taxes.
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date of the tax law.
The Company records net deferred tax assets to the extent that management believes these assets will more-likely-than-not be realized. In making such determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projections of future taxable income, tax planning strategies, and recent financial operations. In the event the Company determines it will not be able to realize a portion of the deferred income tax assets in the future, the Company will record a valuation allowance which would increase the provision for income taxes.
The Company recognizes the tax benefit from uncertain tax positions only if it is more-likely-than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in selling, general and administrative expenses.
#### Foreign Currency
The Company’s reporting currency is the U.S. Dollar. The functional currency of the Company’s foreign entities is typically the currency of the primary economic environment in which they operate. For foreign entities whose functional currency is not the U.S. Dollar, the assets and liabilities are translated at period-end exchange rates while revenues and expenses are translated using average exchange rates during the period. Resulting translation adjustments are included in accumulated other comprehensive loss.
F-16
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
Transaction gains and losses due to movements in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated are recognized as other income, net in the Company’s consolidated statements of operations and comprehensive income.
#### Concentrations
As of December 27, 2025, one customer accounted for 23% of the Company’s consolidated accounts receivable, net. As of December 28, 2024, one customer accounted for 15% of the Company’s consolidated accounts receivable, net.
During the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, no customers represented greater than 10% of the Company’s net revenues.
#### Earnings per Share
The Company computes basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. The Company computes diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period.
The Company’s potentially dilutive securities include time-based and performance-based stock options. The effect of the potential common shares from the exercise of time-based stock options are included in diluted earnings per share under the treasury stock method if the effect is dilutive. Potential common shares from performance-based shares are included in diluted earnings per share upon the satisfaction of certain performance and market conditions. These conditions are evaluated at each reporting period and, if the conditions have been satisfied during the reporting period, the number of contingently issuable shares are included in the computation of diluted earnings per share, if dilutive. As of December 27, 2025 and December 28, 2024, the Company determined that the performance and market conditions were not yet achieved.
#### Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The new guidance requires, on an annual basis, disclosure of specific categories in the rate reconciliation and disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and December 15, 2025 for entities other than public business entities. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and will not have an impact on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326) (“ASU 2025-05”). The new guidance provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, as follows:
1. Practical expedient. In developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
F-17
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
2. Accounting policy election. An entity other than a public business entity that elects the practical expedient is permitted to make an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses.
ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company does not anticipate the adoption of the practical expedient to have a material impact on the Company’s condensed consolidated financial statements. The Company does not intend to make the accounting policy election.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function. ASU 2026-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted on a retrospective, modified, or prospective basis. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.
#### 3. Inventories
Inventories consist of the following:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| Raw materials | $11,309 | $9,288 |
| Work-in-process | 1,838 | 862 |
| Finished goods | 47,493 | 41,766 |
| | $60,640 | $51,916 |
#### 4. Property and Equipment, Net
Property and equipment consist of the following:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| Leasehold improvements | $71,178 | $29,918 |
| Computer equipment and software | 27,328 | 19,997 |
| Furniture, fixtures and office equipment | 15,684 | 10,121 |
| Machinery and equipment | 1,380 | 1,111 |
| Construction in progress | 3,815 | 13,740 |
| | 119,385 | 74,887 |
| Accumulated depreciation and amortization | (36,039) | (24,019) |
| | $83,346 | $50,868 |
Depreciation and amortization expense related to property and equipment amounted to $12.3 million, $9.3 million, and $6.9 million for the fiscal years ended December 27, 2025, December 28, 2024 and
F-18
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
December 30, 2023 respectively. Depreciation and amortization expense of property and equipment are primarily recognized within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.
#### 5. Goodwill, Trade Name and Intangible Assets, Net
Goodwill, trade name and intangible assets consist of the following:
_As of December 27, 2025_
| (in thousands) | Useful Life (Years) | Gross | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- | --- |
| Trade name | Indefinite | $309,100 | — | $309,100 |
| Goodwill | Indefinite | 209,421 | — | 209,421 |
| E-commerce and retail customer relationships | 8 | 6,700 | 5,304 | 1,396 |
| Wholesale relationships | 4 | 4,380 | 4,380 | — |
| Software | 3 | 4,500 | 4,500 | — |
| | | $534,101 | $14,184 | $519,917 |
_As of December 28, 2024_
| (in thousands) | Useful Life (Years) | Gross | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- | --- |
| Trade name | Indefinite | $309,100 | — | $309,100 |
| Goodwill | Indefinite | 209,421 | — | 209,421 |
| E-commerce and retail customer relationships | 8 | 6,700 | 4,467 | 2,233 |
| Wholesale relationships | 4 | 4,380 | 4,380 | — |
| Software | 3 | 4,500 | 4,500 | — |
| | | $534,101 | $13,347 | $520,754 |
Amortization expense related to the intangible assets amounted to $0.8 million, $0.8 million and $1.6 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively. The estimated amortization of intangibles assets for future fiscal years is as follows:
| Fiscal year | (in thousands) |
| --- | --- |
| $2026 | $838 |
| 2027 | 558 |
| | $1,396 |
F-19
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### 6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| Salaries, wages and employee benefits | $14,696 | $12,241 |
| Sales returns and allowances | 12,701 | 10,039 |
| Professional fees | 8,555 | 4,248 |
| Inventory purchases | 8,029 | 4,178 |
| Freight out | 6,394 | 1,382 |
| General and administrative | 4,360 | 7,197 |
| Sales tax payable | 3,704 | 3,749 |
| Marketing | 3,453 | 2,825 |
| Interest | 3,206 | 3,521 |
| Other accruals | 1,730 | 6,147 |
| | $66,828 | $55,527 |
#### 7.
#### Long-term Debt
On May 2, 2024, LYMI Inc., a wholly owned subsidiary of Reformation Inc., entered into a financing agreement with JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada, to secure a five-year term loan of $165.0 million (“Term Loan”) and a revolving line of credit (“Revolver”) with a maximum borrowing capacity of $30.0 million (together, the Credit Facility). Proceeds from the Term Loan were used to effect the Company’s share repurchase on May 2, 2024. The Credit Facility matures in May 2029 and may be subject to accelerated repayment upon various customary events of default as well as a change of control event as defined in the credit agreement. As of December 27, 2025 and December 28, 2024, the Company had $156.0 million and $160.2 million, respectively, outstanding under its Term Loan and no borrowings under its Revolver.
The Credit Facility includes a $10.0 million sub-limit on letters of credit. Outstanding letters of credit reduce the amount available to borrow on the Revolver. As of December 27, 2025 and December 28, 2024, the available credit under the Revolver was $26.4 million and $26.9 million, respectively, reflecting the available limit of $30.0 million less outstanding letters of credit of $3.6 million and $3.1 million, respectively. Loan amounts under the Revolver may be borrowed, repaid and re-borrowed during the term. The unused portion of the Revolver bears a commitment fee of 0.50%.
The following summarizes the Company’s outstanding long-term debt as of December 27, 2025 and December 28, 2024:
| (in thousands) | As of December 27, 2025 | As of December 28, 2024 |
| --- | --- | --- |
| Term loans, gross | $158,813 | $163,969 |
| Less: unamortized debt issuance costs | (2,839) | (3,799) |
| Total long-term debt | 155,974 | 160,170 |
| Less: current potion of long-term debt | (8,250) | (5,156) |
| Long-term debt, net of current portion | $147,724 | $155,014 |
F-20
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
The Term Loan may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period.
The Term Loan requires quarterly principal payments with a balloon payment upon maturity. Scheduled principal payments for future fiscal years are as follows:
| Fiscal year | (in thousands) |
| --- | --- |
| 2026 | 8,250 |
| 2027 | 9,281 |
| 2028 | 13,407 |
| 2029 | 127,875 |
| Total term loan – principal payments | $158,813 |
Interest on the Term Loan is due quarterly. Interest accrues at Secured Overnight Financing Rate (SOFR) plus 3.75% or at the Company’s option, the Company can fix the rate for a period of time at an Alternate Base Rate plus 2.75%.
Borrowings under the Credit Facility are collateralized by substantially all assets of the Company. The credit agreement contains various customary representations and warranties, affirmative and negative and covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries to dispose of assets, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.15 to 1.00 as of the last day of each fiscal quarter of the Company through March 31, 2025 and 1.25 to 1.00 for each fiscal quarter thereafter. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.50 times Consolidated Adjusted Earnings Before Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (as defined in the financing agreement) as of the last day of any fiscal quarter of the Company. As of December 27, 2025 and December 28, 2024, the Company was in compliance with all financial covenants contained in the Credit Facility.
#### 8. Net Revenues
A summary of disaggregated net revenues is as follows:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Direct-to-consumer (DTC) | 454,060 | 396,355 | 324,187 |
| Wholesale and other | 53,044 | 41,802 | 35,336 |
| Net revenues | $507,104 | $438,157 | $359,523 |
Direct-to-consumer represents net revenues from e-commerce through the Company’s online sale platform and net revenues from retail through direct product sales made from stores located in the U.S., Canada, France, and the United Kingdom. Wholesale and other net revenues consist of sales made to third-party retailers such as department stores and online retailers, sales to distributors, and other miscellaneous revenues such as sample sales.
F-21
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### 9. Income Taxes
The components of income before income taxes are as follows:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Domestic | $12,057 | $38,981 | $37,917 |
| Foreign | 4,801 | 6,696 | 835 |
| Income before income taxes | $16,857 | $45,677 | $38,752 |
The components of the income tax provision consist of the following:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Current | | | |
| Federal | $1,900 | $10,960 | $9,091 |
| State | 2,220 | 5,499 | 5,639 |
| Foreign | (194) | 1,168 | 425 |
| | 3,925 | 17,627 | 15,155 |
| Deferred | | | |
| Federal | 1,707 | (4,022) | (3,880) |
| State | (1,142) | (1,121) | 3,709 |
| Foreign | (271) | 263 | (118) |
| | 294 | (4,880) | (289) |
| | $4,219 | $12,747 | $14,866 |
Income tax provision related to continuing operations differ from the amounts computed by applying the statutory federal income rate of 21% and income tax expense reported in the consolidated financial statements are as follows:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Tax at federal statutory rate | $3,540 | $9,592 | $8,201 |
| State taxes | 349 | 3,327 | 5,850 |
| Permanent differences | 254 | 633 | 239 |
| Tax credits | (495) | (160) | (663) |
| Section 250 deduction | — | (855) | (429) |
| Uncertain tax positions | 1,847 | 76 | 1,569 |
| Effect of Foreign Operations | (1,461) | — | — |
| Payable Adjustment | 251 | — | — |
| Others | (66) | 134 | 99 |
| Income tax provision | $4,219 | $12,747 | $14,866 |
For the year ended December 27, 2025, the Company’s effective tax rate of 25.02% differs from the U.S. federal statutory rate primarily related to changes to uncertain tax positions and effect of foreign
F-22
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
operations. For the year ended December 28, 2024, the Company’s effective tax rate of 27.91% differs from the U.S. federal statutory rate of 21% primarily related to state and local income taxes. For the year ended December 30, 2023, the Company’s effective tax rate of 38.4% differs from the U.S. federal statutory rate primarily related to state and local income taxes including changes to unrecognized tax benefits and a remeasurement of the Company’s deferred tax assets and liabilities in the amount of $3.7 million as a result of changes to guidance regarding the application of California tax law.
The components of deferred income taxes consist of the following:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| Deferred tax assets | | |
| Accrued compensation and other | $2,493 | $2,693 |
| Amortization – Section 174 Costs | 237 | 5,067 |
| Operating lease liabilities | 51,631 | 43,212 |
| Inventory reserves | 4,164 | 2,860 |
| Property and equipment | 1,777 | 1,905 |
| Stock-based compensation | 2,635 | 2,409 |
| Reserves for sales returns | 2,256 | 1,909 |
| State income taxes | 4,109 | 5,132 |
| Deferred gift card revenue | 2,610 | 2,423 |
| Transaction costs | 753 | 835 |
| Other deferred tax assets | 1,302 | 1,251 |
| | 73,968 | 69,696 |
| Valuation allowance | — | — |
| Total deferred tax assets | 73,968 | 69,696 |
| Deferred tax liabilities | | |
| Intangibles | (89,268) | (90,421) |
| Operating lease right-of-use assets | (45,643) | (38,523) |
| Prepaid expenses | (137) | (388) |
| Property and equipment | (6,643) | (7,345) |
| Other deferred tax liabilities | (21) | (467) |
| Total deferred tax liabilities | (141,713) | (137,144) |
| Net deferred tax liabilities | $(67,744) | $(67,448) |
In assessing the realizability of its deferred tax assets, the Company considered whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss carryforwards can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income.
Based on the weight of all available evidence, including the expected reversal of existing taxable temporary differences and current operating income, the Company determined that its net deferred tax
F-23
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
assets are realizable on a more than likely than not basis. There was no change in the Company’s valuation allowance during the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023.
Undistributed earnings of the foreign subsidiaries in Canada and the United Kingdom are considered to be permanently reinvested and accordingly, no deferred U.S. income taxes have been provided thereon. Upon distribution of those earnings in the form of dividend or otherwise, the Company would be subject to U.S. income tax. The amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these consolidated financial statements.
The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The Company’s U.S federal and state income tax periods are generally open to examination for the tax fiscal years 2021 through 2025. The Company’s Canadian and United Kingdom tax fiscal years 2021 through 2025 also remain open for examination.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Balances at the beginning of the year | $2,688 | $2,733 | $770 |
| Increases in tax positions for current year | 1,837 | (25) | 1,963 |
| Lapse in statute of limitations | — | (20) | — |
| Balances at the end of the year | $4,525 | $2,688 | $2,733 |
Interest and penalties related to unrecognized tax benefits are included within the income tax provision for taxes in the consolidated statements of operations and comprehensive income, while accrued interest and penalties and unrecognized tax benefits are included in other noncurrent liabilities within the consolidated balance sheets.
As of December 27, 2025, December 28, 2024, and December 30, 2023, there are $4.5 million, $2.7 million, and $2.7 million, respectively, of unrecognized tax benefits that if recognized would affect the annual effective tax rate.
Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.
#### 10. Stock-Based Compensation
In 2019, the Company established the 2019 stock option plan (the “SBC Plan”) to allow the Company to issue nonqualified stock options (“NQSO”) to eligible participants.
The SBC Plan is administered by the Compensation Committee of the Company’s Board of Directors, which determines the terms of the options granted, including exercise price, number of options granted, and vesting period of such options. Under the SBC Plan, the exercise price of options may not be less than the fair market value of the Company’s common stock at the date of grant. Options have a term of no more than ten fiscal years from the date of grant and are generally cancelled 90 days after termination of employment or other service.
As of December 27, 2025, there are 6,782,246 shares reserved for issuance under the SBC Plan, of which options to purchase 5,923,049 shares are outstanding and 859,197 shares remain available for issuance.
F-24
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
The Company grants 50% of the options with a service condition (“time-based option”) and 50% of the options with both market and an implied performance condition (“performance-based option”) (collectively, the “Options”). The time-based options have the same exercise price as the performance-based options.
#### Time-Based Options
The time-based options vest over a four-year period with 25% of the shares vesting one year after the service date and the remaining 75% of shares vesting in equal installments monthly for the following 36 months.
All time-based options, to the extent outstanding, vest in full if there is a Change in Control (as defined in the SBC Plan) or an IPO. In the event of a Change in Control, the Company’s Board may provide for (i) the holders of options to exercise such options in full and/or (ii) the cancellation of options in exchange for payment (in cash or other substitute consideration) in respect of each share covered by the option (disregarding whether or not vested) in an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the transactions over the exercise price of such option.
The absence of a public market for the Company’s common shares requires the Board to estimate the fair value of a common share for the purposes of granting options and for determining share-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies. For fiscal years 2023 and prior, the Company used an income approach to determine the Company’s fair value and price per common share. Starting in fiscal year 2024, the Company utilized the Probability-Weighted Expected Return Method to determine the Company’s fair value and price per common share.
The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of time-based options. Changes in assumptions can materially impact the estimated fair value of stock options. The weighted average assumptions used in the valuation model are presented in the following table:
| Line item | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Valuation assumptions | | | |
| Expected term (years) | 0.6 | 1.0 | 1.0 |
| Expected volatility | 40% | 38% | 50% |
| Risk-free interest rate | 4.24% | 5.16% | 0.15% |
| Dividend yield | 0% | 0% | 0% |
#### Expected term — The expected term considers various factors such as the vesting term, the contractual term, and the expected timing of a Change in Control or an IPO.
Expected volatility — Expected volatility for options granted during the fiscal years 2025, 2024 and 2023 is based on the average historical volatility and implied volatility of similar entities with publicly traded shares.
Risk-free interest rate — The risk-free interest rate used in the Black-Scholes option-pricing model is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term.
#### Dividend yield — The Company did not declare or pay any dividends during the fiscal years 2025, 2024 and 2023 and does not currently expect to do so in the future.
F-25
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
Option activity under the SBC Plan for time-based option grants is as follows:
| Line item | Time-Based Options / Number of Options | Time-Based Options / Weighted- Average Exercise Price | Time-Based Options / Weighted- Average Remaining Contractual Term (Years) | Time-Based Options / Aggregate Intrinsic Value (in thousands) |
| --- | --- | --- | --- | --- |
| Outstanding at December 28, 2024 | 2,967,732 | $7.13 | 6.1 | $21,037 |
| Options granted | 40,955 | 14.41 | | |
| Options forfeited or expired | (20,834) | 8.04 | | |
| Outstanding at December 27, 2025 | 2,987,853 | $7.22 | 5.2 | $24,660 |
| Exercisable at December 27, 2025 | 2,739,840 | $7.07 | 4.9 | $23,017 |
| Vested at December 27, 2025 | 2,739,840 | $7.07 | 4.9 | $23,017 |
On May 2, 2024, in connection with the Company’s share repurchase, the Company’s Board modified the terms and conditions of all of the outstanding vested and unvested stock options by cancelling the original awards granted and reissuing new stock option awards on the new grant date. As a result of the modification, the number of options were reduced and exercise prices were adjusted so that the grantee would receive the same consideration based upon a hypothetical Company valuation both before and after modification. All new options vest over the remaining vesting terms of the original options. Since the modifications were automatically triggered by the share repurchase, the Company determined that there is no incremental compensation expense to be recognized.
Stock-based compensation expense amounted to $1.1 million, $1.2 million and $1.9 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively, and was recognized almost entirely in selling, general and administrative expense except for a de-minimis amount recorded in cost of goods sold. As of December 27, 2025, total unrecognized compensation cost for all time-based options was $1.0 million and is expected to be recognized over a weighted-average period of 0.92 years.
The weighted-average grant-date fair value of time-based options granted under the SBC Plan was $2.70, $6.66 and $2.30 for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively. The total grant date fair value of time-based options vested during the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 was $0.9 million, $0.9 million and $2.1 million, respectively.
#### Performance-Based Options
The performance-based options vest when the Company’s controlling shareholder achieves certain multiples of invested capital, based on cash proceeds received by the investor. The percentage of options that vest varies between zero and hundred percent depending on the achievement of a multiple ranging from 175% to 250% of invested capital. At the grant date, the awards have a service condition, a market condition (the “multiple of invested capital” or “MOIC”) and an implied performance condition because the market condition is not deemed to be achievable without the occurrence of a Change in Control or an IPO.
Any portion of the performance-based options that remains unvested immediately after a Change in Control or an IPO (after taking into account any vesting that occurs in connection with such Change in Control or IPO), will remain outstanding and eligible to vest through an Exit Event upon the achievement of the multiple of invested capital return thresholds, subject to the participant’s continued employment with the Company until the earlier to occur of (1) an Exit Event (defined as the date on which the Company’s majority shareholder disposes of all of its initial investor shares in the Company) and (2) the date such
F-26
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
threshold is achieved. Any performance-based options that remain unvested following an Exit Event will be forfeited and cease to be outstanding without any consideration.
Performance-based option activity for the year ended December 27, 2025 was as follows:
| Line item | Performance-Based Options / Number of Options | Performance-Based Options / Weighted- Average Exercise Price | Performance-Based Options / Weighted- Average Grant Date Fair Value Per Option |
| --- | --- | --- | --- |
| Outstanding at December 28, 2024 | 3,010,827 | $7.13 | $2.91 |
| Options granted | 40,955 | 14.41 | |
| Options forfeited | (116,158) | 7.14 | |
| Outstanding at December 27, 2025 | 2,935,624 | $7.23 | $2.89 |
On May 2, 2024, in connection with the Company’s share repurchase transaction, the Company’s Board modified the terms and conditions of all outstanding performance-based options as of that date in accordance with pre-existing antidilution provisions in the Company’s SBC Plan. As a result of the modification, the number of performance-based options and exercise prices were reduced so that the grantee would receive the same consideration based upon a hypothetical Company valuation both before and after modification. All other terms remained unchanged.
The weighted-average grant-date fair value of performance-based options granted under the SBC Plan was $2.31, $6.17 and $1.98 for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, respectively.
At December 27, 2025, there was $8.5 million of total unrecognized compensation cost related to nonvested performance-based options which is expected to be recognized either upon a Change in Control or IPO over the requisite service period or when the MOIC is achieved. No expense has been recognized for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 as the implied performance condition is not considered probable. If the MOIC is not met upon the occurrence of a Change in Control or an IPO, the Company will recognize compensation cost based on the proportion of the requisite service period already completed and attribute the remaining expense over the derived service period. If the MOIC is satisfied before the end of the derived service period, the remaining cost will be recognized in full.
#### Restricted Stock Units
During the fiscal year ended December 27, 2025, the Company’s Board of Directors granted restricted stock unit awards (“RSUs”) to certain employees outside of the SBC Plan.
The awards contain both a service condition and a performance-based condition. Under the service condition, the awards vest over a period of 3 or 4 years. The performance condition accelerates vesting at a Change in Control and the awards would be forfeited if no Change in Control or IPO event occurs within 7 years of the grant date. No expense has been recognized for the fiscal year ended December 27, 2025, as the performance condition is not deemed probable.
F-27
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
The following table summarizes the activities for unvested RSUs for the fiscal year ended December 27, 2025:
| Unvested at December 28, 2024 | Number of Shares / — | Weighted- Average Grant Date Fair Value Per Share / — |
| --- | --- | --- |
| Granted | $77,629 | 15.47 |
| Unvested at December 27, 2025 | $77,629 | 15.47 |
As of December 27, 2025, there was $1.2 million of unrecognized compensation cost related to unvested RSUs.
#### 11. Stockholders’ Equity
The Company’s Board of Directors has authorized one class of shares, common stock. The Company is authorized to issue 107,025,000 shares of common stock and has 49,784,379 shares issued and outstanding as of December 27, 2025 and December 28, 2024, respectively.
#### Common Stock Repurchases
On May 1, 2024, the Company’s Board of Directors approved a repurchase of 20,652,828 shares of common stock from all stockholders’ on record pro rata to the stockholders’ ownership at $7.99 per share for an aggregate price of $165.0 million. The repurchase transaction closed on May 2, 2024. In connection with the transaction, the Company incurred $0.5 million of direct, incremental transaction costs. All repurchased shares were retired and became authorized and unissued shares.
The Company allocated the excess of the repurchase price over the Company’s common stock par value between additional paid-in capital and retained earnings on a pro rata basis in accordance with ASC 505-30. Accordingly, the Company allocated $144.7 million to additional paid-in capital and $20.7 million to retained earnings.
The price per share of $7.99 paid to all stockholders was based on a valuation performed as of June 24, 2023 utilizing a discounted cash flow method to determine the Company’s fair value. The fair value per share as of May 2, 2024, amounting to $12.00, was determined using a Probability-Weighted Expected Return Method to determine the Company’s fair value. As the price per share paid to all stockholders was less than the fair value per share as of May 2, 2024, and the repurchase of common stock was done in a ratable amount for all existing stockholders, the Company determined that the repurchase transaction was also accompanied by an in substance reverse stock split ratio of 1-for-1.14 which requires retrospective adjustment solely for the calculation of earnings per share under U.S. GAAP. The in substance reverse stock split did not affect any stockholder’s percentage ownership interest in the Company.
F-28
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
#### 12. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share for the periods indicated:
| (in thousands, except share and per share data) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Net income available to common stockholders | $12,638 | $32,930 | $23,886 |
| Weighted average shares outstanding – basic | 49,784,379 | 53,844,764 | 61,809,850 |
| Dilutive effect of stock options | 1,498,778 | 829,373 | 231,948 |
| Weighted average shares outstanding-diluted | 51,283,157 | 54,674,137 | 62,041,798 |
| Basic earnings per share | $0.25 | $0.61 | $0.39 |
| Diluted earnings per share | 0.25 | 0.60 | 0.39 |
| Time-based shares excluded from the computation of diluted earnings per share | 38,101 | 466,914 | 1,073,960 |
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share by dividing net income available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period.
The effect of the potential common shares from the exercise of the Company’s time-based stock options are included in diluted earnings per share under the treasury stock method as their effect is dilutive. The contingently issuable common shares from performance-based stock options are excluded in diluted earnings per share because, as of December 27, 2025, the Company determined that the performance and market conditions have not yet been satisfied.
The following shares have been excluded from the computation of diluted earnings per share as their inclusion would have an anti-dilutive effect on earnings per share, or in the case of contingently issuable performance shares, conditions have not been satisfied:
- For the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023, the weighted-average outstanding time-based stock options to purchase 38,101, 466,914 and 1,073,960 common shares, respectively.
- The effect of 2,935,624, 3,010,827 and 4,101,483 of contingently issuable performance-based shares as of December 27, 2025, December 28, 2024 and December 30, 2023, respectively.
- The effect of 77,629 performance-based RSUs as of December 27, 2025.
In May 2024, the Company repurchased 20,652,828 shares of common stock on a pro rata basis.
#### 13. Leases
The Company has certain manufacturing facilities, warehouse, office, and retail space that are accounted for as operating leases. The Company’s lease terms may include options to extend or terminate the lease and are, therefore, included in the operating lease right-of-use assets and operating lease liabilities when such options are reasonably certain to be exercised. Rent expense is recorded on a straight-line basis over the term of the lease (“operating lease cost”) and is included in cost of goods sold and selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive income.
The Company may from time to time enter into short-term leases for office or store lease arrangements for transitional or test capacity. Any such leases under twelve months are not included in the operating lease
F-29
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets, and rent expense is recorded on a straight-line basis over the term of the lease.
The following table presents the Company’s total lease cost:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Operating lease expense | $28,898 | $21,274 | $14,450 |
| Short term lease expense | 126 | 231 | 222 |
| Variable lease expense | 4,839 | 3,258 | 2,611 |
| Total lease expense | $33,863 | $24,763 | $17,283 |
The following table presents information about operating leases recognized in the consolidated financial statements:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| Operating leases | | |
| Operating lease right-of-use assets | $167,695 | $133,707 |
| Current portion of operating lease liabilities | $16,670 | $11,749 |
| Operating lease liabilities, net of current portion | 166,837 | 135,824 |
| Total operating lease liabilities | $183,507 | $147,573 |
In 2024, the Company leased and began making improvements to a new facility in California. The facility opened in 2025 and is used for distribution, corporate administration, and manufacturing. The Company recognized a right-of-use asset and a corresponding lease liability of $60.5 million as of June 1, 2024, the date of lease commencement.
Other information related to leases are as follows:
| Weighted average remaining lease term (in years) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| Operating leases | 9.4 | 10.2 |
| Weighted average discount rate | | |
| Operating leases | 4.8% | 4.7% |
F-30
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
Future minimum lease payments for operating leases are as follows:
| (in thousands) / Fiscal year | Operating Lease Liability |
| --- | --- |
| 2026 | 24,922 |
| 2027 | 27,856 |
| 2028 | 26,820 |
| 2029 | 24,443 |
| 2030 | 21,466 |
| Thereafter | 110,481 |
| Total undiscounted lease payments | 235,988 |
| Less: Imputed interest | (52,481) |
| Present value of future minimum lease payments | $183,507 |
#### 14. Commitments and Contingencies
Legal Matters
The Company is from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving workers’ compensation and other employee claims, unfair business practices, tort, and other general liability claims. While the Company cannot predict with certainty the results of these claims and legal actions in which it is currently or in the future may be involved, the Company does not expect that the ultimate disposition of any currently pending claims or actions will have a material adverse effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income, or liquidity.
#### 15. Employee Benefit Plan
In 2019, the Company established The LYMI Inc. 401(k) Profit Sharing Plan and Trust (the “Plan”) of LYMI Inc. Employees who have worked for the Company for three consecutive months and meet certain eligibility restrictions may participate in the Plan and may defer up to 92% of their salaries up to the maximum amount allowed by law of their eligible compensation to the Plan. The Company’s matching contribution is based on a percentage formula set forth in the Plan agreement. Company contributions to the Plan were $1.8 million, $1.5 million and $1.2 million for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023 respectively. Contributions to the employee benefit plan are primarily recognized within selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.
#### 16. Segment Information
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined that it operates in one operating segment and one reportable segment, as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
While the CODM evaluates operating performance based on both consolidated net income and Adjusted EBITDA, the primary measure of profit and loss evaluated by the CODM for its single reportable segment is consolidated net income.
F-31
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
The CODM is also regularly provided disaggregated expense information, as shown below:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| Revenue | $507,104 | $438,157 | $359,523 |
| Less: | | | |
| Cost of goods sold(a) | 201,328 | 155,251 | 129,033 |
| Selling expenses(a) | 71,328 | 57,383 | 51,309 |
| Marketing expenses(a) | 44,532 | 38,371 | 33,685 |
| Employee compensation(b) | 78,011 | 64,271 | 55,602 |
| Occupancy expenses | 38,102 | 28,513 | 20,265 |
| Other segment expenses(c) | 30,717 | 30,451 | 21,664 |
| Depreciation of property and equipment | 12,336 | 9,261 | 6,912 |
| Amortization of definite-lived intangible assets | 838 | 838 | 1,568 |
| Stock-based compensation expense | 1,095 | 1,161 | 1,908 |
| Interest expense | 14,574 | 10,713 | — |
| Income tax expense | 4,219 | 12,747 | 14,866 |
| Plus: | | | |
| Interest income | 1,840 | 3,003 | 1,052 |
| Other segment items | 773 | 730 | 123 |
| Segment net income | $12,638 | $32,930 | $23,886 |
(a)
Amounts are exclusive of depreciation and amortization expense as well as certain employee compensation and occupancy expenses.
(b)
Amount is exclusive of share-based compensation expense.
(c)
Other segment expenses primarily include technology costs, professional fees, and other general and administrative expenses.
#### 17. Geographic Information
The Company operated in the United States and internationally for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023. Net revenues from retail stores are attributed to the geographic area in which the store is located, while net revenues from e-commerce and wholesale are attributed based on the customer’s shipping destination.
The following table lists net revenues by geographic area:
| (in thousands) | Years Ended / December 27, 2025 | Years Ended / December 28, 2024 | Years Ended / December 30, 2023 |
| --- | --- | --- | --- |
| United States | $415,577 | $365,002 | $294,444 |
| Rest of the world(1) | 91,527 | 73,155 | 65,079 |
| Total net revenues | $507,104 | $438,157 | $359,523 |
(1)
No individual country exceeds 10% of total net revenues for any period presented.
F-32
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
The following table lists long-lived assets by geographic area:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| United States | $75,971 | $47,555 |
| Rest of the world(2) | 7,375 | 3,313 |
| Total property and equipment, net | $83,346 | $50,868 |
(2)
No individual country exceeds 10% of total net property and equipment for any period presented.
The following table lists right-of-use assets by geographic area:
| (in thousands) | As of / December 27, 2025 | As of / December 28, 2024 |
| --- | --- | --- |
| United States | $150,316 | $125,240 |
| Rest of the world(3) | 17,379 | 8,467 |
| Total right-of-use assets | $167,695 | $133,707 |
(3)
No individual country exceeds 10% of total right-of-use assets for any period presented.
#### 18. Condensed Financial Information of Parent Company
Reformation Inc. has no material assets or standalone operations other than its ownership in its consolidated subsidiaries. Under the terms of the Credit Facility entered into in May 2024, the Company’s subsidiaries, including REF Holdings, Inc., a wholly-owned subsidiary of the Company, are restricted from making payments of dividends unless certain conditions are met. These covenants provide for certain exceptions for specific types of payments. These restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of REF Holdings, Inc. and its subsidiaries exceeding 25% of the consolidated net assets of Reformation Inc. and its subsidiaries.
The condensed financial information below is presented on a “parent-only” basis, and Reformation Inc.’s investment in its subsidiary is stated at cost plus equity in earnings of subsidiary less distributions received from subsidiary since the date of the August 26, 2019 acquisition. Reformation Inc.’s share of net income of its subsidiary is included in net income using the equity method of accounting.
In May 2024, Reformation Inc. received a dividend from its subsidiary of $165.0 million which was used for share repurchases.
The following table presents the parent-only balance sheets of Reformation Inc. as of December 27, 2025 and December 28, 2024:
| (in thousands) | December 27, 2025 | December 28, 2024 |
| --- | --- | --- |
| Assets | | |
| Cash and cash equivalents | $24 | $2,638 |
| Accounts receivable | — | 1,582 |
| Prepaid expenses and other current assets | — | 16 |
| Investment in subsidiary, net of distributions | 440,773 | 423,951 |
| Total assets | $440,797 | $428,187 |
F-33
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
| (in thousands) | December 27, 2025 | December 28, 2024 |
| --- | --- | --- |
| Liabilities and Stockholders’ Equity | | |
| Accrued expenses and other current liabilities | — | $1,582 |
| Total liabilities | — | 1,582 |
| Stockholders’ equity | 440,797 | 426,605 |
| Total liabilities and stockholders’ equity | $440,797 | $428,187 |
The following table presents the parent-only statement of operations of Reformation Inc. for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023:
| (in thousands) | December 27, 2025 | December 28, 2024 | December 30, 2023 |
| --- | --- | --- | --- |
| Operating expenses | | | |
| Selling, general and administrative expenses | $21 | $30 | $27 |
| Loss from operations | (21) | (30) | (27) |
| Other income | | | |
| Equity in earnings of subsidiary | 12,594 | 32,742 | 23,703 |
| Interest income, net | 66 | 190 | 205 |
| Other income, net | — | 28 | 5 |
| Total other income | 12,660 | 32,960 | 23,913 |
| Income before income taxes | 12,638 | 32,930 | 23,886 |
| Net income | $12,638 | $32,930 | $23,886 |
The following table presents the parent-only statement of cash flows of Reformation Inc. for the fiscal years ended December 27, 2025, December 28, 2024 and December 30, 2023:
| (in thousands) | December 27, 2025 | December 28, 2024 | December 30, 2023 |
| --- | --- | --- | --- |
| Cash flows from operating activities | | | |
| Net income | $12,638 | $32,930 | $23,886 |
| Adjustments to reconcile net income to net cash provided by operating activities | | | |
| Equity in earnings of subsidiary | (12,594) | (32,742) | (23,703) |
| Increase (decrease) in cash due to changes in assets and liabilities | | | |
| Accounts receivable | 1,582 | (1,582) | — |
| Prepaid expenses and other current assets | 17 | 26 | 26 |
| Accrued expenses and other current liabilities | (1,582) | 1,582 | — |
| Net cash provided by operating activities | 62 | 214 | 209 |
| Cash flows from investing activities | | | |
| Dividend from subsidiary | — | 165,000 | — |
| Net cash provided by investing activities | — | 165,000 | — |
F-34
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements
| (in thousands) | December 27, 2025 | December 28, 2024 | December 30, 2023 |
| --- | --- | --- | --- |
| Cash flows from financing activities | | | |
| Proceeds from issuance of common stock | — | 368 | 29 |
| Funding (to) from subsidiaries | (2,676) | (13,267) | 15,534 |
| Repurchases of common stock, net | — | (165,479) | — |
| Net cash (used in) provided by financing activities | (2,676) | (178,378) | 15,563 |
| Net (decrease) increase in cash and cash equivalents | (2,614) | (13,164) | 15,772 |
| Cash and cash equivalents | | | |
| Beginning of the year | 2,638 | 15,802 | 30 |
| End of the year | $24 | $2,638 | $15,802 |
#### 19. Subsequent Events
Management evaluated all subsequent events through March 27, 2026, the date the consolidated financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except for the following:
#### Tariffs Ruling
On February 20, 2026, the U.S. Supreme Court issued a ruling in Learning Resources, Inc. v. Trump, holding that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs. This ruling invalidated certain tariffs previously paid by the Company during the fiscal year ended December 27, 2025, and through the date of this filing.
As of December 27, 2025, the Company had recognized within cost of goods sold approximately $18.5 million in cumulative IEEPA based duties which consists of $10.2 million of IEEPA tariffs legally imposed on the Company and $8.3 million of IEEPA tariffs legally imposed on the Company’s vendors that were passed on to the Company. While the Supreme Court’s decision indicates that these duties were unlawfully collected, significant uncertainty exists regarding the timing, process, and realization of any refunds from the U.S. Customs and Border Protection. The Company is currently evaluating administrative and legal channels to pursue its rights to these refunds.
#### Common Stock Split
On July 13, 2026, the Company effected a 142.7-for-1 forward split of its common stock and a proportionate increase in the number of authorized shares. Accordingly, all share and per share information throughout the consolidated financial statements have been retroactively adjusted to reflect the stock split.
#### Events Subsequent to Original Issuance of Consolidated Financial Statements (unaudited)
In connection with the reissuance of the financial statements to give effect to the stock split described above, the Company evaluated subsequent events through July 13, 2026, the date the consolidated financial statements were available for reissuance.
#### Recapitalization
On June 17, 2026, the Company executed a dividend recapitalization transaction funded through an amendment to its Credit Agreement. The amendment provided an additional $92.0 million in term loan commitments, which were fully drawn on June 17, 2026. Subsequently, the Company paid a dividend of $1.63 per share to its common stockholders.
F-35
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
#### Condensed Consolidated Balance Sheets (Unaudited) March 28, 2026 and December 27, 2025
| (in thousands, except share and per share data) | March 28, 2026 | December 27, 2025 |
| --- | --- | --- |
| Assets | | |
| Cash and cash equivalents | $41,217 | $65,473 |
| Accounts receivable, net | 16,820 | 18,407 |
| Inventories | 70,810 | 60,640 |
| IEEPA tariff receivable | 15,017 | — |
| Prepaid expenses and other current assets | 17,432 | 16,393 |
| Total current assets | 161,296 | 160,913 |
| Property and equipment, net | 84,866 | 83,346 |
| Right-of-use assets | 171,620 | 167,695 |
| Intangible assets, net | 1,186 | 1,396 |
| Trade name | 309,100 | 309,100 |
| Goodwill | 209,421 | 209,421 |
| Other noncurrent assets | 7,201 | 5,996 |
| Total assets | $944,690 | $937,867 |
| Liabilities and Stockholders’ Equity | | |
| Accounts payable | $3,025 | $7,656 |
| Accrued expenses and other current liabilities | 67,587 | 66,828 |
| Current lease liabilities | 16,777 | 16,670 |
| Current portion of long-term debt | 8,250 | 8,250 |
| Deferred revenue | 6,796 | 6,740 |
| Total current liabilities | 102,435 | 106,144 |
| Long-term debt, net of current portion | 145,895 | 147,724 |
| Noncurrent lease liabilities | 171,026 | 166,837 |
| Deferred income tax liabilities | 64,072 | 68,072 |
| Deferred revenue, net of current portion | 3,360 | 3,064 |
| Other noncurrent liabilities | 5,322 | 5,229 |
| Total liabilities | 492,110 | 497,070 |
| Stockholders’ equity | | |
| Common stock | 4 | 4 |
| Additional paid-in capital | 382,388 | 358,275 |
| Retained earnings | 70,345 | 82,493 |
| Accumulated other comprehensive (loss) income | (157) | 25 |
| Total stockholders’ equity | 452,580 | 440,797 |
| Total liabilities and stockholders’ equity | $944,690 | $937,867 |
The accompanying notes are an integral part of these consolidated financial statements.
F-36
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
### Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) 13 Weeks Ended March 28, 2026 and March 29, 2025
| (in thousands except share and per share data) | March 28, 2026 | March 29, 2025 |
| --- | --- | --- |
| Net revenue | $112,300 | $86,091 |
| Cost of goods sold | 33,303 | 34,213 |
| Gross profit | 78,997 | 51,878 |
| Operating expenses | | |
| Marketing expenses | 9,453 | 8,542 |
| Selling, general and administrative expenses | 82,384 | 47,243 |
| Total operating expenses | 91,837 | 55,785 |
| Loss from operations | (12,840) | (3,907) |
| Other (expense) income | | |
| Interest expense | (3,271) | (4,152) |
| Interest income | 313 | 655 |
| Other expense, net | (255) | (73) |
| Total other expense | (3,213) | (3,570) |
| Loss before income taxes | (16,053) | (7,477) |
| Income tax benefit | (3,905) | (1,926) |
| Net loss | (12,148) | (5,551) |
| Other comprehensive gain (loss), net of tax | | |
| Foreign currency translation (loss) gain, net of tax | (182) | 141 |
| Other comprehensive (loss) gain, net of tax | $(12,330) | $(5,410) |
| Loss per share | | |
| Basic | (0.24) | (0.11) |
| Diluted | (0.24) | (0.11) |
| Weighted-average shares used in per share calculation | | |
| Basic | 49,788,173 | 49,784,379 |
| Diluted | 49,788,173 | 49,784,379 |
The accompanying notes are an integral part of these consolidated financial statements.
F-37
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
### Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) 13 Weeks Ended March 28, 2026 and March 29, 2025
| (in thousands, except share data) | Common Stock / Shares | Common Stock / Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Stockholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balances at December 28, 2024 | 49,784,379 | $4 | $357,180 | $69,855 | $(434) | $426,605 |
| Stock-based compensation expense | — | — | 309 | — | — | 309 |
| Net loss | — | — | — | (5,551) | — | (5,551) |
| Foreign currency translation adjustment | — | — | — | — | 141 | 141 |
| Balances at March 29, 2025 | 49,784,379 | 4 | 357,489 | 64,304 | (293) | 421,504 |
| (in thousands, except share data) | Common Stock / Shares | Common Stock / Amount | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Stockholders’ Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balances at December 27, 2025 | 49,784,379 | 4 | 358,275 | 82,493 | 25 | 440,797 |
| Issuance of common stock from exercise of stock options | 5,565 | — | 42 | — | — | 42 |
| Stock-based compensation expense | — | — | 24,071 | — | — | 24,071 |
| Net loss | — | — | — | (12,148) | — | (12,148) |
| Foreign currency translation adjustment | — | — | — | — | (182) | (182) |
| Balances at March 28, 2026 | 49,789,944 | $4 | $382,388 | $70,345 | $(157) | $452,580 |
The accompanying notes are an integral part of these consolidated financial statements.
F-38
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
### Condensed Consolidated Statements of Cash Flows (Unaudited) 13 Weeks Ended March 28, 2026 and March 29, 2025
| (in thousands) | March 28, 2026 | March 29, 2025 |
| --- | --- | --- |
| Cash flows from operating activities | | |
| Net loss | $(12,148) | $(5,551) |
| Adjustments to reconcile net income to net loss used in operating activities | | |
| Depreciation of property and equipment | 3,953 | 2,652 |
| Change in operating lease right-of-use assets | 5,169 | 4,268 |
| Amortization of definite-lived intangibles assets | 209 | 209 |
| Amortization of debt issuance costs | 274 | 283 |
| Deferred income taxes | (3,998) | (1,779) |
| Stock-based compensation expense | 24,071 | 309 |
| Increase ( decrease) in cash due to changes in assets and liabilities | | |
| Accounts receivable and IEEPA tariff receivable | (13,462) | (6,097) |
| Inventories | (10,147) | (6,411) |
| Income tax receivable | — | — |
| Prepaid expenses and other current assets | (1,319) | (1,551) |
| Other noncurrent assets | (1,262) | (1,468) |
| Accounts payable | (5,192) | (1,906) |
| Accrued expenses and other current liabilities | 788 | (1,221) |
| Operating lease liabilities | (4,587) | (5,506) |
| Deferred revenue | 361 | 183 |
| Other noncurrent liabilities | 93 | 57 |
| Net cash used in operating activities | (17,197) | (23,529) |
| Cash flows from investing activities | | |
| Purchases of property and equipment | (4,821) | (7,149) |
| Net cash used in investing activities | (4,821) | (7,149) |
| Cash flows from financing activities | | |
| Proceeds from exercise of stock options | 42 | — |
| Repayments on term loan | (2,063) | (971) |
| Net cash used in financing activities | (2,021) | (971) |
| Effect of exchange rates on cash and cash equivalents | (217) | 159 |
| Net decrease in cash and cash equivalents | (24,256) | (31,490) |
| Cash and cash equivalents | | |
| Beginning of the periods | 65,473 | 87,678 |
| End of the periods | $41,217 | $56,188 |
| Supplemental cash flow information | | |
| Cash paid during the year for Income taxes, net of refunds | $1,593 | $2,812 |
| Interest | 3,241 | 3,611 |
| Noncash financing and investing activities Purchase of property and equipment included in accounts payable | 1,426 | 1,014 |
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 9,044 | 12,166 |
The accompanying notes are an integral part of these consolidated financial statements.
F-39
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
#### 1. Organization and Nature of Business
Reformation Inc. (formerly known as REF Topco, Inc.) is a Delaware corporation headquartered in Los Angeles, California. On April 11, 2025, REF Topco, Inc. changed its legal entity name to Reformation Inc., collectively referred to as the “Company”, Reformation Inc. and its subsidiaries, sell apparel and accessories direct to customers through its website and company-owned retail stores located in the United States and internationally, as well as through wholesale and other channels. The Company’s mission is to bring sustainable fashion to everyone by minimizing its environmental impact through the sourcing of sustainable fabrics and vintage garments and incorporating sustainable practices throughout its supply chain and broader operations.
#### 2. Summary of Significant Accounting Policies
#### Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated interim financial statements of the Company have been prepared in accordance with US GAAP for interim reporting (ASC 270) and in accordance with Article 10 of Regulation S-X. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America (U.S. GAAP), can be condensed or omitted. These financial statements have been prepared on the same basis as our annual audited financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of our financial information. The financial information as of December 27, 2025, is derived from the Company’s audited consolidated financial statements and related notes for the fiscal year ended December 27, 2025. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 26, 2026, or for any other interim period or for any other future year. All intercompany balances and transactions are eliminated in consolidation.
These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements as of December 27, 2025.
#### Fiscal Year End
The Company operates on a 52/53-week fiscal year convention whereby its fiscal year ends on the Saturday nearest to December 31 of each year. Each fiscal quarter consists of 13 weeks, except for fiscal years with 53 weeks. Fiscal 2026 will end on December 26, 2026 and will be a 52-week year. Fiscal 2025 was a 52-week year and ended on December 27, 2025.
#### Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates and assumptions made by management relate to variable consideration for net sales provided to customers, including the sales return liability, allowances for excess and obsolete inventories; fair value of stock-based compensation; the recoverability of goodwill, the trade name, and long-lived assets; determination of incremental borrowing rate for leases; and determination of valuation allowance on deferred tax assets. Actual results could differ from these estimates.
#### Accounts Receivable, Net
Accounts receivable primarily consist of wholesale receivables from apparel retailers with a smaller portion attributed to credit card receivables related to sales transactions from the Company’s ecommerce platform and retail stores. Accounts receivable are carried at invoiced amounts less allowances for expected
F-40
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
credit losses and are generally settled in 30 days or less. The allowance for expected credit losses is based on forecasts of future economic conditions, as well as information about past events and current conditions under the accounts receivable aging method. The Company has elected the practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.
#### IEEPA Tariff Receivable
During the 13 weeks ended March 28, 2026, the Company established a legal right to a refund of customs duties previously paid under the International Emergency Economic Powers Act (“IEEPA”). The refund represents a statutory recovery from a regulatory authority and is recognized within IEEPA tariff receivable in the condensed consolidated balance sheets. The Company recognizes these statutory refunds when there is a valid legal refund claim against the government. The receivable is carried at net realizable value, with the corresponding credit recognized as a reduction of inventory, and as a reduction of cost of goods sold in the condensed consolidated statements of operations and comprehensive loss. As of March 28, 2026, the Company believes the balance is fully collectible and no allowance for credit losses has been recorded.
#### Revenue Recognition
Revenue is recognized as the net amount estimated to be received after deducting estimated or known amounts for sales returns and chargebacks. Sales returns and chargebacks are estimated using the expected value method based primarily on historical rates. Estimates are reviewed regularly until product returns are realized and the result of any such adjustments are known. As of March 28, 2026 and December 27, 2025, the amount of reserves for sales returns included in the accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets were $11.6 million and $12.7 million, respectively.
The Company accounts for gift card transactions by recording a contract liability at the time gift cards are issued to the customer in exchange for consideration from the customer. Contract liabilities for customer gift cards remain on the Company’s books until the gift card is redeemed by the customer, at which time the Company records the redemption of the gift card for merchandise as net revenues. Gift cards do not have an expiration date. The Company determines the probability of gift cards being redeemed based on historical redemption patterns and recognizes net revenues on unredeemed gift cards where the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions (gift card breakage).
Gift card breakage is recognized in proportion, and over the same period, as actual gift card redemptions. Gift card breakage is included in net revenues in the condensed consolidated statements of operations and comprehensive loss. The balance of deferred revenue as of March 28, 2026 and December 27, 2025 was $10.2 million and $9.8 million, respectively, and $9.8 million and $8.4 million as of December 27, 2025 and December 28, 2024, respectively. The Company recognized $3.3 million and $4.0 million as revenue for the 13 weeks ended March 28, 2026 and March 29, 2025, respectively, from amounts recorded as deferred revenue at the beginning of the periods.
#### Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The new guidance requires, on an annual basis, disclosure of specific categories in the rate reconciliation and disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and December 15, 2025 for entities other than public business entities. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The new guidance requires additional disclosure related to the disaggregation of income statement expense categories. ASU 2024-03 is effective for annual periods beginning after December 15, 2026
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is expected to result in additional disclosures and the Company is currently evaluating the effect this standard will have on the condensed consolidated financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. Under this guidance, capitalization for internal-use software costs begins when management has authorized and committed to funding the project and it is probable the project will be completed, and the software will be used to perform the intended function. ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted on a retrospective, modified, or prospective basis. The Company is currently evaluating the potential impact of this guidance and the timing of adoption.
#### 3. Inventories
Inventories consist of the following:
| (in thousands) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Raw materials | $14,104 | $11,309 |
| Work-in-process | 4,522 | 1,838 |
| Finished goods | 52,184 | 47,493 |
| | $70,810 | $60,640 |
As of March 28, 2026 and December 27, 2025, the Company had inventory reserves in the amount of $15.4 million and $14.5 million, respectively.
#### 4. Property and Equipment, Net
Property and equipment consist of the following:
| (in thousands) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Leasehold improvements | $73,151 | $71,178 |
| Computer equipment and software | 28,275 | 27,328 |
| Furniture, fixtures and office equipment | 16,161 | 15,684 |
| Machinery and equipment | 1,412 | 1,380 |
| Construction in progress | 5,814 | 3,815 |
| | 124,813 | 119,385 |
| Accumulated depreciation and amortization | (39,947) | (36,039) |
| | $84,866 | $83,346 |
For the 13 weeks ended March 28, 2026 and March 29, 2025, depreciation and amortization expense amounted to $4.0 million and $2.7 million, respectively. Depreciation and amortization expense of property and equipment are primarily recognized within selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
#### 5. Goodwill, Trade Name and Intangible Assets, Net
Goodwill, trade name and intangible assets consist of the following:
_As of March 28, 2026_
| (in thousands) | Useful Life (Years) | Gross | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- | --- |
| Trade name | Indefinite | $309,100 | — | $309,100 |
| Goodwill | Indefinite | 209,421 | — | 209,421 |
| E-commerce and retail customer relationships | 8 | 6,700 | 5,514 | 1,186 |
| | | $525,221 | $5,514 | $519,707 |
_As of December 27, 2025_
| (in thousands) | Useful Life (Years) | Gross | Accumulated Amortization | Net Carrying Amount |
| --- | --- | --- | --- | --- |
| Trade name | Indefinite | $309,100 | — | $309,100 |
| Goodwill | Indefinite | 209,421 | — | 209,421 |
| E-commerce and retail customer relationships | 8 | 6,700 | 5,304 | 1,396 |
| | | $525,221 | $5,304 | $519,917 |
#### 6. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
| (in thousands) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Salaries, wages and employee benefits | $15,071 | $14,696 |
| Sales returns and allowances | 11,576 | 12,701 |
| Professional fees | 7,374 | 8,555 |
| Inventory purchases | 11,797 | 8,029 |
| Freight out | 4,985 | 6,394 |
| General and administrative | 6,354 | 4,360 |
| Sales tax payable | 1,660 | 3,704 |
| Marketing | 4,123 | 3,453 |
| Interest | 2,962 | 3,206 |
| Other accruals | 1,685 | 1,730 |
| | $67,587 | $66,828 |
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
#### 7. Long-Term Debt
On May 2, 2024, LYMI Inc., a wholly owned subsidiary of Reformation Inc., entered into a financing agreement with JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada, to secure a five-year term loan of $165.0 million (“Term Loan”) and a revolving line of credit (“Revolver”) with a maximum borrowing capacity of $30.0 million (together, the Credit Facility). Proceeds from the Term Loan were used to fund the Company’s share repurchase on May 2, 2024. The Credit Facility matures in May 2029 and may be subject to accelerated repayment upon various customary events of default as well as a change of control event as defined in the credit agreement. As of March 28, 2026 and December 27, 2025, the Company had $156.8 million and $158.8 million outstanding under its Term Loan, respectively, and no borrowings under its Revolver.
The Credit Facility includes a $10.0 million sub-limit on letters of credit. Outstanding letters of credit reduce the amount available to borrow on the Revolver. As of March 28, 2026 and December 27, 2025, the available credit under the Revolver was $26.4 million and $26.4 million, respectively, reflecting the available limit of $30.0 million less outstanding letters of credit of $3.6 million and $3.6 million, respectively. Loan amounts under the Revolver may be borrowed, repaid and re-borrowed during the term. The unused portion of the Revolver bears a commitment fee of 0.50%.
The following summarizes the Company’s outstanding long-term debt:
| (in thousands) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Term loans, gross | $156,750 | $158,813 |
| Less: Unamortized debt issuance costs | (2,605) | (2,839) |
| Total long-term debt | 154,145 | 155,974 |
| Less: Current potion of long-term debt | (8,250) | (8,250) |
| Long-term debt, net of current portion | $145,895 | $147,724 |
The Term Loan may be prepaid in whole or in part prior to the maturity date and is subject to certain lender fees if converted, assigned, or paid on a day other than the end of the interest period.
The Term Loan requires quarterly principal payments with a balloon payment upon maturity. Scheduled principal payments for future fiscal years are as follows:
| (in thousands) / Fiscal year | |
| --- | --- |
| Remainder of 2026 | $6,188 |
| 2027 | 9,281 |
| 2028 | 13,406 |
| 2029 | 127,875 |
| Total term loan – principal payments | $156,750 |
Interest on the Term Loan is due quarterly. Interest accrues at Secured Overnight Financing Rate (SOFR) plus 3.75% or at the Company’s option, the Company can fix the rate for a period of time at an Alternate Base Rate plus 2.75%.
Borrowings under the Credit Facility are collateralized by substantially all assets of the Company. The credit agreement contains various customary representations and warranties, affirmative and negative and covenants, including, among others, covenants limiting the ability of the Company and its subsidiaries to dispose of assets, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
investments, make certain restricted payments, and enter into transactions with affiliates, in each case subject to customary exceptions. The Credit Facility requires the Company to maintain a minimum fixed charge coverage ratio of 1.15 to 1.00 as of the last day of each fiscal quarter of the Company through March 31, 2025 and 1.25 to 1.00 for each fiscal quarter thereafter. The Credit Facility also requires that the Company maintain a maximum leverage ratio of 3.50 times Consolidated Adjusted Earnings Before Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (as defined in the financing agreement) as of the last day of any fiscal quarter of the Company. As of March 28, 2026 and December 27, 2025, the Company was in compliance with all financial covenants contained in the Credit Facility.
#### 8. Net Revenues
A summary of disaggregated net revenues is as follows:
| (in thousands) | 13 Weeks Ended / March 28, 2026 | 13 Weeks Ended / March 29, 2025 |
| --- | --- | --- |
| Direct-to-consumer (DTC) | $98,425 | $74,696 |
| Wholesale and other | 13,875 | 11,395 |
| Net revenues | $112,300 | $86,091 |
Direct-to-consumer represents net revenues from e-commerce through the Company’s online sale platform and net revenues from retail through direct product sales made from stores located in the U.S., Canada, and the United Kingdom. Wholesale and other net revenues consist of sales made to third-party retailers such as department stores and online retailers, sales to distributors, and other miscellaneous revenues such as sample sales.
#### 9. Income Taxes
The Company accounts for income taxes in interim periods using an income statement approach in accordance with ASC 740-270. Under this approach, the interim income tax provision is determined by estimating the annual effective tax rate expected to be applicable for the full fiscal year and applying that rate to year to date ordinary income (or loss).
For the 13 weeks ended March 28, 2026 and March 29, 2025, the Company’s effective tax rate of 24.33% and 25.75% differs from the U.S. federal statutory rate of 21% primarily related to state and local income taxes.
In assessing the realizability of its deferred tax assets, the Company considered whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and net operating loss carryforwards can be utilized. The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income.
Based on the weight of all available evidence, including the expected reversal of existing taxable temporary differences and current operating income, the Company determined that its net deferred tax assets are realizable on a more likely than not basis. There was no change in the Company’s valuation allowance as of March 28, 2026 and December 27, 2025.
Undistributed earnings of the foreign subsidiaries in Canada and the United Kingdom are considered to be permanently reinvested and accordingly, no deferred U.S. income taxes have been provided thereon. Upon distribution of those earnings in the form of dividend or otherwise, the Company would be subject to
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
U.S. income tax. The amount of temporary differences related to undistributed earnings and other outside temporary differences upon which U.S. income taxes have not been provided is immaterial to these condensed consolidated financial statements.
#### 10. Stock-Based Compensation
In 2019, the Company established the 2019 stock option plan (the “SBC Plan”) to allow the Company to issue nonqualified stock options (“NQSO”) to eligible participants.
The SBC Plan is administered by the Compensation Committee of the Company’s Board of Directors, which determines the terms of the options granted, including exercise price, number of options granted, and vesting period of such options. Under the SBC Plan, the exercise price of options may not be less than the fair market value of the Company’s common stock at the date of grant. Options have a term of no more than ten years from the date of grant and are generally cancelled 90 days after termination of employment or other service.
As of March 28, 2026, there were 6,782,246 shares reserved for issuance under the SBC Plan, of which options to purchase 5,917,912 were outstanding and 864,477 remained available for issuance.
The Company grants 50% of the options with a service condition (“time-based option”) and 50% of the options with both market and an implied performance condition (“performance-based option”) (collectively, the “Options”). The time-based options have the same exercise price as the performance-based options.
#### Time-Based Options
The time-based options vest over a four-year period with 25% of the shares vesting one year after the service date and the remaining 75% of shares vesting in equal installments monthly for the following 36 months.
All time-based options, to the extent outstanding, vest in full if there is a Change in Control (as defined in the SBC Plan) or an IPO. In the event of a Change in Control, the Company’s Board may provide for (i) the holders of options to exercise such options in full and/or (ii) the cancellation of options in exchange for payment (in cash or other substitute consideration) in respect of each share covered by the option (disregarding whether or not vested) in an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the transactions over the exercise price of such option.
The absence of a public market for the Company’s common shares requires the Board to estimate the fair value of a common share for the purposes of granting options and for determining share-based compensation expense by considering several objective and subjective factors, including contemporaneous third-party valuations, actual and forecasted operating and financial results, market conditions and performance of comparable publicly traded companies. The Company utilized the Probability-Weighted Expected Return Method to determine the Company’s fair value and price per common share for the current periods presented.
The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of time-based options, subject to a discount for lack of marketability.
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Option activity under the SBC Plan for time-based option grants is as follows:
| Line item | Time-Based Options / Number of Options | Time-Based Options / Weighted- Average Exercise Price | Time-Based Options / Weighted- Average Remaining Contractual Term (Years) | Time-Based Options / Aggregate Intrinsic Value (in thousands) |
| --- | --- | --- | --- | --- |
| Outstanding at December 27, 2025 | 2,987,853 | $7.22 | 5.2 | $24,660 |
| Options exercised | (5,565) | 7.59 | | |
| Options forfeited or expired | — | — | | |
| Options modified | 2,935,624 | 7.23 | | |
| Outstanding at March 28, 2026 | 5,917,912 | $7.22 | 4.9 | $38,141 |
| Exercisable at March 28, 2026 | 5,538,330 | $7.11 | 4.7 | $36,315 |
| Vested at March 28, 2026 | 5,538,330 | $7.11 | 4.7 | $36,315 |
On March 27, 2026, the Company’s Board modified the terms of all outstanding performance-based options, which were previously deemed improbable of vesting, such that they are no longer subject to any market and implied performance-based vesting conditions. Instead, the options are subject only to time-based vesting conditions and have the same vesting and other key terms as the time-based options granted to the applicable participant at the same time and under the same option agreement as the applicable performance-based options.
As a result of the modification, all outstanding performance-based options were effectively converted into time-based options, of which a substantial portion was vested at the modification date. The aggregate fair value of modified awards was $25.3 million at the modification date. The fair value was determined using the following Black Scholes weighted average assumptions:
| Line item | 13 Weeks Ended / March 28, 2026 | 13 Weeks Ended / March 29, 2025 |
| --- | --- | --- |
| Valuation assumptions | | |
| Expected term (years) | 0.9 | 0.7 |
| Expected volatility | 45% | 40% |
| Risk-free interest rate | 3.76% | 4.23% |
| Dividend yield | 0% | 0% |
#### Expected Term
The expected term considers various factors such as the vesting term, the contractual term, and the expected timing of a Change in Control or an IPO.
#### Expected Volatility
Expected volatility for options granted during the 13 weeks ended March 28, 2026 and March 29, 2025 is based on the average historical volatility and implied volatility of similar entities with publicly traded shares.
#### Risk-Free Interest Rate
The risk-free interest rate used in the Black-Scholes option-pricing model is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term.
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
#### Dividend Yield
The Company did not declare or pay any dividends during the 13 weeks ended March 28, 2026 and March 29, 2025, and does not currently expect to do so in the future.
Compensation cost is recognized for the fair value of the modified awards beginning on the modification date over the employee’s requisite service period of the modified award, subject to minimum recognition of at least the amount of compensation expense that is legally vested. During the 13 weeks ended March 28, 2026, the Company recognized incremental compensation expense of $23.8 million in connection with the option modification.
For the 13 weeks ended March 28, 2026 and March 29, 2025, stock-based compensation expense amounted to $24.1 million and $0.3 million, respectively. Stock-based compensation expense was recognized almost entirely in selling, general and administrative expense except for an immaterial amount recorded in cost of goods sold. As of March 28, 2026, total unrecognized compensation cost for all time-based options was $2.3 million and is expected to be recognized over a weighted-average period of 0.8 years.
#### Performance-Based Options
The Company’s performance-based options were originally set to vest when the Company’s controlling shareholder achieves a multiple of invested capital ranging from 175% to 250% of invested capital, based on cash proceeds received by the investor. At the grant date, the awards had a service condition, a market condition (the “multiple of invested capital” or “MOIC”) and an implied performance condition because the market condition was not deemed to be achievable without the occurrence of a Change in Control or an IPO. No compensation cost was recognized to date for the performance-based options as the implied performance condition was not considered probable. As discussed further above, on March 27, 2026, the Company’s Board removed the market condition on all outstanding performance-based options and effectively converted them to time-based options. The modification resulted in incremental compensation expense of $23.8 million during the 13 weeks ended March 28, 2026.
Option activity under the SBC Plan for performance-based option grants is as follows:
| Line item | Performance-Based Options / Number of Options | Performance-Based Options / Weighted- Average Exercise Price | Performance-Based Options / Weighted- Average Grant Date Fair Value Per Option |
| --- | --- | --- | --- |
| Outstanding at December 27, 2025 | 2,935,624 | $7.23 | $2.89 |
| Options modified | (2,935,624) | 7.23 | |
| Outstanding at March 28, 2026 | — | — | — |
#### Restricted Stock Units
During the period ended March 28, 2026, the Company’s Board of Directors granted restricted stock unit awards (“RSUs”) to certain employees outside of the SBC Plan.
The awards contain both a service condition and a performance-based condition. Under the service condition, the awards vest over a period of 3 or 4 years. The performance condition accelerates vesting at a Change in Control or an IPO and the awards would be forfeited if no Change in Control or IPO event occurs within 7 years of the grant date. No expense has been recognized for the 13 weeks ended March 28, 2026 and March 29, 2025, as the performance condition is not deemed probable.
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table summarizes the activities for unvested RSUs:
| Line item | Restricted Stock Units / Number of Shares | Restricted Stock Units / Weighted- Average Grant Date Fair Value per Share |
| --- | --- | --- |
| Unvested at December 27, 2025 | 77,629 | $15.47 |
| Granted | 284,258 | $13.66 |
| Unvested at March 28, 2026 | 361,887 | $14.05 |
As of March 28, 2026, there was $5.1 million of unrecognized compensation cost related to unvested RSUs.
#### 11. Loss Per Share
The following table sets forth the computation of basic and diluted (loss) earnings per share for the periods indicated:
| Line item | March 28, 2026 | March 29, 2025 |
| --- | --- | --- |
| Net loss available to common stockholders | $(12,148) | $(5,551) |
| Weighted average shares outstanding – basic | 49,788,173 | 49,784,379 |
| Dilutive effect of stock options | — | — |
| Weighted average shares outstanding – diluted | 49,788,173 | 49,784,379 |
| Basic loss per share | $(0.24) | $(0.11) |
| Diluted loss per share | $(0.24) | $(0.11) |
| Time-based shares excluded from the computation of diluted loss per share | 1,410,161 | 1,470,809 |
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share by dividing net loss available to common stockholders by the sum of the weighted average number of common shares and dilutive potential common shares outstanding during the period.
The effect of the potential common shares from the exercise of the Company’s time-based stock options are included in diluted loss per share under the treasury stock method as their effect is dilutive. The contingently issuable common shares from performance-based stock options are excluded in diluted loss per share because, as of March 28, 2026 and December 27, 2025, the Company determined that the performance and market conditions have not yet been satisfied.
The following shares have been excluded from the computation of diluted loss per share as their inclusion would have an anti-dilutive effect on loss per share, or in the case of contingently issuable performance shares, conditions have not been satisfied:
- For the 13 weeks ended March 28, 2026 and March 29, 2025, the weighted-average outstanding time-based stock options to purchase 1,410,161 and 1,470,809, respectively.
- As of March 29, 2025 and December 27, 2025, the effect of 3,045,361 and 2,935,624 of contingently issuable performance-based shares, respectively.
- As of March 28, 2026 and December 27, 2025, the effect of 361,887 and 77,629 of contingently issuable performance-based RSUs, respectively.
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
In March 2026, the Company converted all of its outstanding performance-based options into time-based options.
#### 12. Stockholders’ Equity
The Company’s Board of Directors has authorized one class of shares, common stock. As of March 28, 2026, the Company is authorized to issue 107,025,000 shares of common stock and has 49,789,944 shares issued and outstanding. As of March 29, 2025, the Company is authorized to issue 107,025,000 shares of common stock and has 49,784,379 shares issued and outstanding.
#### 13. Leases
The Company has certain manufacturing facilities, warehouse, office, and retail space that are accounted for as operating leases. The Company’s lease terms may include options to extend or terminate the lease and are, therefore, included in the operating lease right-of-use assets and operating lease liabilities when such options are reasonably certain to be exercised. Rent expense is recorded on a straight-line basis over the term of the lease (“operating lease cost”) and is included in cost of goods sold and selling, general, and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.
The Company may from time to time enter into short-term leases for office or store lease arrangements for transitional or test capacity. Any such leases under twelve months are not included in the operating lease right-of-use assets and operating lease liabilities on the condensed consolidated balance sheets, and rent expense is recorded on a straight-line basis over the term of the lease.
The following table presents the Company’s total lease cost:
| (in thousands) | 13 Weeks Ended / March 28, 2026 | 13 Weeks Ended / March 29, 2025 |
| --- | --- | --- |
| Operating lease expense | $7,876 | $6,505 |
| Variable lease expense | 1,166 | 931 |
| Total lease expense | $9,042 | $7,436 |
The following table presents information about operating leases recognized in the condensed consolidated financial statements:
| (in thousands) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Operating leases | | |
| Operating lease right-of-use assets | $171,620 | $167,695 |
| Current portion of operating lease liabilities | $16,777 | $16,670 |
| Operating lease liabilities, net of current portion | 171,026 | 166,837 |
| Total operating lease liabilities | $187,803 | $183,507 |
Other information related to leases are as follows:
| Weighted average remaining lease term (in years) | As of / March 28, 2026 | As of / December 27, 2025 |
| --- | --- | --- |
| Operating leases | 9.3 | 9.4 |
| Weighted average discount rate | | |
| Operating leases | 4.9% | 4.8% |
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Reformation Inc. (formerly known as REF Topco, Inc.) and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Future minimum lease payments for operating leases are as follows:
| Fiscal year | Operating Lease Liability |
| --- | --- |
| Remainder of 2026 | $18,880 |
| 2027 | 29,074 |
| 2028 | 28,089 |
| 2029 | 25,758 |
| 2030 | 22,821 |
| 2031 | 21,093 |
| Thereafter | 95,947 |
| Total undiscounted lease payments | 241,662 |
| Less: Imputed interest | (53,859) |
| Present value of future minimum lease payments | $187,803 |
#### 14. Commitments and Contingencies
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## EXHIBIT 1.1
SEC source: [tm2513004d11_ex1-1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex1-1.htm)
**Exhibit 1.1**
**[ l ] Shares**
**REFORMATION INC.**
**COMMON STOCK, PAR VALUE $0.0001 per
share**
**UNDERWRITING AGREEMENT**
**[ l ], 2026**
**[ l ]**,
2026
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
As Representatives of the several
Underwriters named in Schedule II hereto
c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, New York 10017
c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
Ladies and Gentlemen:
Reformation Inc., a Delaware
corporation (the “**Company**”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the
“**Underwriters**”), and certain stockholders of the Company named in Schedule I hereto (the “**Selling Stockholders**”)
severally propose to sell to the several Underwriters, an aggregate of [ l ] shares of the common stock, par value $0.0001
per share (the “**Common Stock**”) of the Company (the “**Firm Shares**”), of which [ l ]
shares are to be issued and sold by the Company and [ l ] shares are to be sold by the Selling Stockholders, each Selling
Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
The Selling Stockholders,
severally and not jointly, also propose to sell to the several Underwriters not more than an additional **[ l ]** shares of Common Stock (the “**Additional Shares**”), if and to the extent that J.P. Morgan Securities LLC (“**J.P.
Morgan**”) and Morgan Stanley & Co. LLC (“**Morgan Stanley**”), as representatives of the Underwriters
(the “**Representatives**”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such
Additional Shares granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively
referred to as the “**Shares**.” The Company and the Selling Stockholders are hereinafter sometimes collectively referred
to as the “**Sellers**.”
The Company has filed with
the Securities and Exchange Commission (the “**Commission**”) a registration statement on Form S-1 (File No. 333-297039),
including a preliminary prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including
the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the “**Securities Act**”), is hereinafter referred to as the “**Registration
Statement**”; the prospectus in the form first used to confirm sales of the Shares (or in the form first made available to the
Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred
to as the “**Prospectus**.” If the Company has filed an abbreviated registration statement to register additional shares
of Common Stock pursuant to Rule 462(b) under the Securities Act (a “**Rule 462 Registration Statement**”),
then any reference herein to the term “**Registration Statement**” shall be deemed to include such Rule 462 Registration
Statement.
1
For purposes of this Underwriting
Agreement (this “**Agreement**”), “**free writing prospectus**” has the meaning set forth in Rule 405
under the Securities Act, “**preliminary prospectus**” shall mean each prospectus used prior to the effectiveness of the
Registration Statement, and each prospectus that omitted information pursuant to Rule 430A under the Securities Act that was used
after such effectiveness and prior to the execution and delivery of this Agreement, “**Time of Sale Prospectus**” means
the preliminary prospectus contained in the Registration Statement at the time of its effectiveness together with the documents, pricing
information and the free writing prospectuses, if any, set forth in Schedule III hereto, and “**broadly available road show**”
means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made
available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,”
“Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein
as of the date hereof. The term “Time of Sale” means [ l ] [a.m. / p.m.], New York City time, on [ l ],
2026.
Morgan Stanley has agreed
to reserve a portion of the Shares to be purchased by it under this Agreement for sale to certain of the Company’s directors, employees,
and friends and family members of certain of the Company’s employees, each as identified by the Company (collectively, “**Participants**”),
as set forth in each of the Time of Sale Prospectus and the Prospectus under the heading “Underwriters” (the “**Directed
Share Program**”). The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction
of the Company, are referred to herein as the “**Directed Shares**.” Any Directed Shares not confirmed for purchase by
any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as
set forth in the Prospectus.
The Company hereby confirms
the engagement of Guggenheim Securities, LLC (“**Guggenheim Securities**”) as a “qualified independent underwriter”
within the meaning of Rule 5121 (“**Rule 5121**”) of the Financial Industry Regulatory Authority, Inc. (“**FINRA**”)
(Guggenheim Securities, acting in such capacity, the “**QIU**”). The QIU agrees with the Company to (i) undertake
the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11
of the Securities Act, and (ii) participate in the preparation of the Registration Statement, the Time of Sale Prospectus and the
Prospectus and exercise the usual standards of “due diligence” in respect thereto. No compensation will be paid to the QIU
for its services as a qualified independent underwriter.
2
1. *Representations
and Warranties of the Company*. The Company represents and warrants to and agrees with each of the Underwriters that as of the date
hereof, the Time of Sale and the Closing Date (as defined in Section 5 herein):
(a) The
Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and
no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the Company’s
knowledge, threatened by the Commission.
(b) (i) The
Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not, as of the
date of such amendment or supplement, contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects
with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the
Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not
yet available to prospective purchasers and at the Closing Date (as defined in Section 5 herein), the Time of Sale Prospectus, as
then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
(iv) each broadly available road show, if any, does not conflict with the Time of Sale Prospectus and, when considered together with
the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus, as of
its date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do
not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon the Underwriter
Information (as defined in Section 11(c) herein).
(c) The
Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities
Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,
or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations
of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies, or, if used after the effective
date of this Agreement, will comply when used, in all material respects with the applicable requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule
III hereto, and electronic road shows, if any, each furnished to the Representatives before first use, the Company has not prepared, used
or referred to, and will not, without the Representatives’ prior consent, prepare, use or refer to, any free writing prospectus.
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(d) The
Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has
the corporate power and authority to own or lease its property and to conduct its business as described in each of the Registration Statement,
the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction
(to the extent the concept of good standing or the equivalent concept is applicable in such jurisdiction) in which the conduct of its
business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified
or be in good standing would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the condition,
financial or otherwise, or on the earnings, business, operations or prospects of the Company and its subsidiaries, taken as a whole (a
“material adverse effect”).
(e) Each
subsidiary of the Company has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity
in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good
standing or the equivalent concept is applicable in such jurisdiction), has the corporate or other business entity power and authority
to own or lease its property and to conduct its business as described in each of the Registration Statement, the Time of Sale Prospectus
and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept
of good standing or the equivalent concept is applicable in such jurisdiction) in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing (to the
extent the concept of good standing or the equivalent concept is applicable in such jurisdiction) would not, singly or in the aggregate,
reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole. All of the issued shares
of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully
paid and non-assessable and are owned directly or indirectly by the Company and free and clear of all liens, encumbrances, equities or
claims, except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.
(f) This
Agreement has been duly authorized, executed and delivered by the Company.
4
(g) The
authorized capital stock of the Company conforms as to legal matters in all material respects to the description thereof contained in
each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.
(h) The
shares of Common Stock (including the Shares to be sold by the Selling Stockholders) outstanding prior to the issuance of the Shares to
be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.
(i) The
Shares to be sold by the Company have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Shares will not be subject to any preemptive
or similar rights.
(j) Neither
the Company nor any of its subsidiaries is currently in violation of its certificate of incorporation or bylaws (or similar organizational
documents), and the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement
will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or bylaws (or similar organizational
documents) of the Company or any such subsidiary, (iii) any agreement or other instrument binding upon the Company or any of its
subsidiaries, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company
or any subsidiary, except, in the cases of clauses (i), (iii) and (iv) above, where such contravention would not, singly or
in the aggregate, reasonably be expected to have a material adverse effect on the Company or its subsidiaries, taken as a whole, and no
consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance
by the Company of its obligations under this Agreement, except such as has previously been obtained and such as may be required by the
securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA in connection with
the offer and sale of the Shares.
(k) There
has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial
or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in
the Time of Sale Prospectus.
(l) There
are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company or any of its subsidiaries
is a party or to which any of the properties of the Company or any of its subsidiaries is subject other than proceedings (i) accurately
described in all material respects in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus and that would
not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as
a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated
by each of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in
the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described; and there are no statutes, regulations,
contracts or other documents to which the Company or any of its subsidiaries is subject or by which the Company or any of its subsidiaries
is bound that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed
as exhibits to the Registration Statement that are not described in all material respects or filed as required.
5
(m) Each
preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant
to Rule 424 under the Securities Act, complied when so filed in all material respects, with the applicable requirements of the Securities
Act and the applicable rules and regulations of the Commission thereunder.
(n) The
Company is not, and immediately after giving effect to the offering and sale of the Shares and the application of the proceeds thereof
as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, will not be, required to register
as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
(o) Except
as permitted under Regulation M under the Securities Exchange Act of 1934 (the “**Exchange Act**”), neither the Company
nor any of its subsidiaries or controlled affiliates has taken, directly or indirectly, any action designed to cause or result in, or
that would reasonably be expected to constitute, the stabilization or manipulation of the price of any Shares of the Company, to facilitate
the sale or resale of the Shares.
(p) The
Company and each of its subsidiaries (i) are in compliance with any and all applicable laws, statutes, judgments, orders, rules and
regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations relating to the protection
of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “**Environmental
Laws**”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses as presently conducted (iii) are and have been in compliance with all terms and conditions
of any such permit, license or approval, and (iv) have not received, are not a party to, and are not aware of any pending or threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation,
notices of liability, investigations or proceedings relating to any Environmental Law or any permit, license, registration or other approval
required thereunder; except in the case of any and all of the foregoing as would not, singly or in the aggregate, reasonably be expected
to have a material adverse effect on the Company and its subsidiaries, taken as a whole.
6
(q) There
are no costs or liabilities associated with or currently expected to be associated with Environmental Laws (including, without limitation,
any capital or operating expenditures required for clean-up; closure of facilities or properties; compliance with Environmental Laws or
any permit, license, registration or other approval required thereunder; or any potential liabilities to third parties) which would, singly
or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.
(r) The
operations of neither the Company nor any of its subsidiaries involve the sale or import of any goods, wares, articles, or merchandise
mined, produced, or manufactured wholly or in part in a manner contrary to Section 307 of the Tariff Act of 1930 or Public Law 117-78
of the United States, or by an entity on the Department of Homeland Security’s Entity List developed under Public Law 117-78 of
the United States or in violation of the Uyghur Forced Labor Prevention Act, the California Transparency in Supply Chains Act of 2010
or other similar foreign laws. In the past five (5) years, none of the goods the Company or any of its subsidiaries have sold or
imported into the United States have been seized by Customs and Border Protection as being contrary to Section 307 of the Tariff
Act of 1930 in the production of such goods, and neither the Company nor its subsidiaries have been the subject of any fines, penalties,
enforcement actions, litigation, or other liability in relation to the use of forced labor or alleged forced labor in the supply chain
of the products it sells or imports into the United States. The Company and its subsidiaries have implemented policies and controls reasonably
designed to mitigate the risks of forced labor in their supply chains and to ensure compliance with Section 307 of the Tariff Act
of 1930, the Uyghur Forced Labor Prevention Act, the California Transparency in Supply Chains Act of 2010, or any similar applicable law.
(s) Except
as otherwise have been validly waived or complied with in connection with the issuance and sale of the Shares contemplated hereby or as
described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no contracts, agreements or understandings
between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities
Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant
to the Registration Statement.
(t) For
the past five (5) years, neither the Company nor any of its subsidiaries or controlled affiliates, nor any director or officer thereof,
nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its subsidiaries or controlled
affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the
payment of money, property, gifts or anything else of value, directly or indirectly, to any person to improperly influence official action
by that person for the benefit of the Company or its subsidiaries, or to otherwise secure any improper advantage, or to any person in
violation of (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, or (c) any other applicable
law, regulation, order, decree or directive having the force of law and relating to bribery or corruption (collectively, the “**Anti-Corruption
Laws**”).
7
(u) The
operations of the Company and each of its subsidiaries are and have been conducted in the past five (5) years in compliance with
all applicable anti-money laundering laws, rules, and regulations, including the financial recordkeeping and reporting requirements contained
therein, and including the Bank Secrecy Act of 1970, applicable provisions of the USA PATRIOT Act of 2001, the Money Laundering Control
Act of 1986, and the Anti-Money Laundering Act of 2020 (collectively, the “**Anti-Money Laundering Laws**”).
(v) (i) Neither
the Company nor any of its subsidiaries, directors, officers, nor to the Company’s knowledge, any employee agent, affiliate, or
representative of the Company or any of its subsidiaries, is an individual or entity (“**Sanctioned Person**”) that is,
or is 50% or more owned or (where relevant under Sanctions) controlled by one or more Sanctioned Persons that are:
(A) the
subject of any sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury’s
Office of Foreign Assets Control and the U.S. Department of State), the United Nations Security Council, the European Union, the United
Kingdom or any other relevant sanctions authority (collectively, “**Sanctions**”), or
(B) located,
organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions (at the time of this Agreement,
the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the Crimea regions of Ukraine or Cuba, Iran,
and North Korea, each a “**Sanctioned Jurisdiction**”).
(ii) The
Company and each of its subsidiaries have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions
with any Sanctioned Person, or in any Sanctioned Jurisdiction, directly or knowingly indirectly, that at the time of the dealing or transaction
is or was, the subject of applicable Sanctions and have since April 24, 2019 been in compliance with applicable Sanctions.
(iii) The
Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Sanctioned Person:
(A) to
fund or facilitate any activities or business of or with any Sanctioned Person that, at the time of such funding or facilitation, is the
subject of Sanctions or in or with any Sanctioned Jurisdiction;
8
(B) to
fund or facilitate any money laundering or terrorist financing activities; or
(C) in
any other manner that would cause or result in a violation of any Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions by any
Sanctioned Person participating in the offering, whether as underwriter, advisor, investor or otherwise.
(w) The
Company and its subsidiaries have conducted (for the past five years, except with respect to Sanctions only, since April 24, 2019)
and will conduct their businesses in compliance in all material respects with applicable Anti-Corruption Laws and Anti-Money Laundering
Laws, and no investigation, inquiry, action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries or controlled affiliates with respect to the Anti-Corruption Laws, the Anti-Money
Laundering Laws, or Sanctions is pending or, to the knowledge of the Company, threatened. The Company and its subsidiaries have instituted
policies and procedures reasonably designed to promote compliance with the Anti-Corruption Laws, the Anti-Money Laundering Laws, Sanctions,
and will maintain such policies designed to promote compliance with the representations and warranties contained in this clause (w).
(x) Subsequent
to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus,
except in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and
its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any
material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made
any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not
been any material change in the capital stock (other than the issuance of shares of Common Stock upon the exercise or settlement of equity
awards (including any “net” or “cashless” exercises or settlements) or grants of equity awards or forfeiture of
equity awards outstanding under the Company’s equity compensation plans as described in each of the Registration Statement, the
Time of Sale Prospectus and the Prospectus), short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole.
(y) The
Company and its subsidiaries do not own any real property. The Company and each of its subsidiaries have good and marketable title to
all tangible personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole,
in each case free and clear of all mortgages, pledges, claims, restrictions, liens, encumbrances and defects, except for the security
interest granted in favor of the collateral agent for the benefit of the secured parties under that certain Credit Agreement, dated as
of May 2, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “**Credit Agreement**”)
by and among REF Holdings, Inc., as holdings, LYMI Inc., as the borrower, each of the subsidiaries of the borrower from time to time
party thereto as subsidiary guarantors, JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank, swingline lender and the
collateral agent, and the lenders from time to time party thereto; and any real property and buildings held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions
as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company
and its subsidiaries, taken as a whole (subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors generally, (ii) the
application of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether enforcement is considered in proceedings at law or in equity) and (iii) applicable law and public
policy with respect to rights to indemnity and contribution).
9
(z) Except
as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole, (i) the Company and its subsidiaries own, license or otherwise have a valid right to use all patents, inventions,
copyrights, know how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems and procedures,
trademarks, service marks, trade names, domain names and all other intellectual property (collectively, “**Intellectual Property
Rights**”) used in or reasonably necessary to the conduct of their respective businesses as described in each of the Registration
Statement, the Time of Sale Prospectus and the Prospectus; (ii) the Company and its subsidiaries own all Intellectual Property Rights
owned by them free and clear of all liens, mortgages, pledges, claims, restrictions, encumbrances and defects, except for the security
interest granted in favor of the collateral agent for the benefit of the secured parties under the Credit Agreement; (iii) the Intellectual
Property Rights owned by the Company and its subsidiaries and, to the Company’s knowledge, the Intellectual Property Rights licensed
to the Company and its subsidiaries, are valid, subsisting and, to the Company’s knowledge, enforceable, and there is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others against the Company or any of its subsidiaries
challenging the validity, scope, enforceability, registration or ownership of any such Intellectual Property Rights; (iv) neither
the Company nor any of its subsidiaries has received any notice alleging that the conduct of their business infringes, misappropriates,
dilutes or otherwise violates Intellectual Property Rights of any third party; (v) to the Company’s knowledge, no third party
is infringing, misappropriating, diluting or otherwise violating, or has infringed, misappropriated, diluted or otherwise violated, any
Intellectual Property Rights owned by the Company or its subsidiaries; (vi) neither the Company nor any of its subsidiaries infringes,
misappropriates, dilutes or otherwise violates, or has infringed, misappropriated, diluted or otherwise violated, any Intellectual Property
Rights of any third party; (vii) all licenses for the use of Intellectual Property Rights that are binding upon the Company or any
subsidiaries are in full force and effect; (viii) each person who has been engaged in the development of Intellectual Property Rights
owned or purported to be owned by the Company on behalf of the Company or any subsidiary of the Company has executed a valid and binding
invention assignment agreement whereby such person has assigned all of their right, title and interest in and to such Intellectual Property
Rights to the Company or the applicable subsidiary, if such Intellectual Property Rights are not assigned by operation of applicable law,
and to the Company’s knowledge no such agreement has been breached or violated; and (ix) the Company and its subsidiaries use,
and have used, commercially reasonable efforts to maintain, protect and preserve the confidentiality of all information intended to be
maintained confidential, including any trade secrets and other material confidential Intellectual Property Rights.
10
(aa) Except
as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole, with respect to artificial intelligence, advanced machine learning or other similar generative models (collectively,
“**AI Tools**”), the Company and its subsidiaries (i) use AI Tools in compliance with all applicable license terms,
consents, agreements and laws; (ii) have not used AI Tools in a manner that adversely affects the ownership, validity, or enforceability
of any Intellectual Property Rights owned or purported to be owned by the Company (including the Intellectual Property in any output created
by such AI Tool, which Intellectual Property the Company purports to own); and (iii) have not included and do not include any Data,
trade secrets or other confidential or proprietary information in any prompts or inputs into any AI Tools.
(bb) (i) To
the Company’s knowledge, except as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect
on the Company and its subsidiaries, taken as a whole, none of the Company nor any of its subsidiaries use or distribute, or have used
or distributed, any software or other materials under a “free,” “open source,” or similar licensing model (including
but not limited to the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General
Public License) (“**Open Source Software**”) in any manner that requires or has required (A) the Company or any of
its subsidiaries to permit reverse engineering of any software code or other technology owned by the Company or any of its subsidiaries
or (B) any software code or other technology owned by the Company or any of its subsidiaries to be (1) disclosed, delivered,
licensed or distributed or otherwise made available to third parties in source code form, (2) licensed for the purpose of making
derivative works or (3) redistributed at no charge and (ii) none of the software developed or owned by the Company or its subsidiaries
is subject to any obligation to deliver, license or make available the source code for any such software to any escrow agent.
(cc) Except
as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole, (i) the Company and each of its subsidiaries have complied and are presently in compliance with all internal and
external privacy policies, contractual obligations, industry standards, guidelines, applicable laws, statutes, judgments, orders, rules and
regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case, to
the extent applicable to and binding upon the Company or any of its subsidiaries, relating to the privacy, security, collection, use,
transfer, handling, import, export, storage, protection, disposal, disclosure, or other processing by the Company or any of its subsidiaries
of personal, personally identifiable, household, sensitive, confidential or regulated data (“**Data Security Obligations,**”
and such data, “**Data**”); (ii) neither the Company nor any of its subsidiaries have received any written notification,
inquiry, request, claim, or complaint regarding, and neither the Company nor any of its subsidiaries are aware of any other facts that,
individually or in the aggregate, would reasonably indicate non-compliance with any Data Security Obligation by the Company or any of
its subsidiaries; (iii) to the Company’s knowledge, there is no audit, investigation, action, suit or proceeding against the
Company or its subsidiaries by or before any court or governmental agency, authority or body pending or threatened relating to any Breach
or alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries; (iv) the Company and its
subsidiaries have not been required under Data Security Obligations to notify any individual or data protection authority of any information
security breach, compromise or incident involving any Data; (v) the Company and each of its subsidiaries is not a “covered
person” and, since April 8, 2025, has not engaged in “transactions,” as such term is defined by the DOJ DSP Rule (as
defined below), with the purpose of evading or avoiding the prohibitions in the 28 CFR Part 202, “Preventing Access to U.S.
Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons,” including any amendments thereto
(the “**DOJ DSP Rule**”); and (vi) since April 8, 2025, to the extent the DOJ DSP Rule is applicable to
the Company or its subsidiaries and except as permitted by the DOJ DSP Rule, to the extent the Company and any of its subsidiaries (1) is
a party to or has engaged in or directed, directly or indirectly, any “covered data transaction,” or (2) has granted
any “country of concern” or “covered person” “access” to any “government-related data”
or “bulk U.S. sensitive personal data,” as all such terms are defined under the DOJ DSP Rule, the Company and each of its
subsidiaries, as relevant, has complied with applicable obligations under the DOJ DSP Rule, including the Cybersecurity and Infrastructure
Agency (CISA) Security Requirements for Restricted Transactions (as directed by E.O. 14117, January 2025).
11
(dd) Except
as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole, (i) the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “**IT Systems**”) are adequate for, and operate
and perform as required in connection with the operation of the Company’s and its subsidiaries’ businesses, as described in
the Registration Statement, the Time of Sale Prospectus and the Prospectus, and are free and clear of any bugs, errors, defects, Trojan
horses, time bombs, malware and other corruptants, (ii) the Company and each of its subsidiaries have and have required all third
party service providers to have taken all commercially reasonable technical and organizational measures designed to protect the IT Systems
and Data used in connection with the operation of the Company’s and its subsidiaries’ businesses, and (iii) without limiting
the foregoing, the Company and its subsidiaries have established, maintained, implemented and complied with, reasonable information technology,
information security, cyber security and data protection controls, written policies and procedures, including oversight, access controls,
encryption, technological and physical safeguards and business continuity/disaster recovery and security plans designed to protect against
and prevent a breach, or unauthorized, unlawful, or accidental destruction, distribution, use, access, disablement, modification of, or
any loss, misappropriation, compromise or misuse of or relating to any IT Systems or Data used in connection with the operation of the
Company’s and its subsidiaries’ businesses (“**Breach**”). There has been no such Breach, and the Company and
its subsidiaries have not been notified of and have no knowledge of any event or condition that would reasonably be expected to result
in, any such Breach, in each case, that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect
on the Company and its subsidiaries, taken as a whole.
(ee) No
material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the knowledge of the Company, is imminent;
and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers,
manufacturers or contractors that would, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company
and its subsidiaries, taken as a whole.
(ff) The
Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as the Company reasonably believes are prudent and customary in the businesses in which they are currently engaged, taken
as a whole; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither
the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost
that would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries,
taken as a whole.
12
(gg) The
Company and each of its subsidiaries, taken as a whole, possess all certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except where
the failure to obtain such certificates, authorizations or permits would not, singly or in the aggregate, reasonably be expected to have
a material adverse effect on the Company or its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole.
(hh) The
financial statements included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the
related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities
Act and present fairly in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates
shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity
with generally accepted accounting principles in the United States (“**U.S. GAAP**”) applied on a consistent basis throughout
the periods covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The other
financial information included in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived
from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information
shown thereby. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale
Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable
and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.
(ii) There
is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such,
to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith, including Section 402 related to loans.
(jj) PricewaterhouseCoopers
LLP, who has certified certain financial statements of the Company and its subsidiaries and delivered its report with respect to the audited
consolidated financial statements and schedules filed with the Commission as part of the Registration Statement and included in each of
the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm with respect
to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission
and the Public Company Accounting Oversight Board (United States).
(kk) The
Company and each of its subsidiaries, taken as a whole, maintain a system of internal accounting controls designed to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the end of
the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control
over financial reporting (whether or not remediated) as defined in Rule 13(a)-15(f) under the Exchange Act and (ii) no
change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely
to materially and adversely affect, the Company’s internal control over financial reporting (it being understood that these clauses
(i) and (ii) shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and
the rules and regulations promulgated in connection therewith as of an earlier date than it would otherwise be required to do so
under applicable law).
13
(ll) The
Company maintains an effective system of “**disclosure controls and procedures**” (as defined in Rule 13a-15(e) under
the Exchange Act) designed to comply with the requirements of the Exchange Act. The Company has carried out evaluations of the effectiveness
of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.
(mm) Except
as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company has not sold, issued or distributed
any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under,
or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified equity incentive
plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
(nn) The
holders of shares of Common Stock that are party to the Company’s Amended and Restated Stockholders’ Agreement that have not
delivered executed lock-up agreements in the form set forth in Exhibit A hereto (the “**Lock-Up Agreements**”) to
the Representatives as of the date hereof are bound by market standoff provisions with the Company pursuant to which such holders have
agreed not to, directly or indirectly, sell, transfer, assign, donate, contribute, pledge, hypothecate, encumber or otherwise dispose
of such holder’s securities, or any interest therein, during the Restricted Period (as defined herein) without the consent of the
Company (“**Market Standoff Provisions**”). The holders of options exercisable into shares of Common Stock that have not
delivered executed Lock-Up Agreements will, upon the exercise of such options, become bound by the Market Standoff Provisions. Each such
Market Standoff Provision is in full force and effect as of the date hereof, and each such Market Standoff Provision applicable to holders
of options upon exercise thereof will be in full force and effect upon such exercise, and shall remain in full force and effect during
the Restricted Period, except that this provision shall not prevent the Company from effecting such a waiver or amendment to permit a
transfer of securities which would be permissible if such securities were subject to the terms of the Lock-Up Agreements.
14
(oo) The
Registration Statement, the Prospectus, the Time of Sale Prospectus and any preliminary prospectus comply, and any amendments or supplements
thereto will comply, in all material respects, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus,
the Time of Sale Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with
the Directed Share Program.
(pp) No
consent, approval, authorization or order of, or qualification with, any government body or agency, other than those obtained, is required
in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.
(qq) The
Company has not offered, or caused Morgan Stanley or any Morgan Stanley Entity (as defined in Section 12 herein) to offer, Shares
to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier
of the Company to alter the customer’s or supplier’s level or type of business with the Company, or (ii) a trade journalist
or publication to write or publish favorable information about the Company or its products.
(rr) The
Company and each of its subsidiaries have filed all U.S. federal, state, local and foreign tax returns required by law to be filed through
the date of this Agreement or have requested extensions thereof (except where the failure to file would not, singly or in the aggregate,
reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all taxes
required to be paid, whether or not shown on any tax return (except for cases in which the failure to pay would not, singly or in the
aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or, except
as currently being contested in good faith by appropriate proceedings and for which adequate reserves required by U.S. GAAP have been
created in the financial statements of the Company and its subsidiaries), and no tax deficiency has been determined adversely to the Company
or any of its subsidiaries which, singly or in the aggregate, has had (nor does the Company nor any of its subsidiaries have any notice
or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its subsidiaries and
which could reasonably be expected to have) a material adverse effect on the Company and its subsidiaries, taken as a whole.
(ss) From
the time of initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company has been
and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “**Emerging Growth
Company**”).
(tt) The
Company (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications
with the consent of the Representatives with entities that are reasonably believed to be “qualified institutional buyers”
within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be “accredited investors”
within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to
engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf
in undertaking Testing-the-Waters Communications. The Company has not distributed any Testing-the-Waters Communication that is a written
communication within the meaning of Rule 405 under the Securities Act other than those listed on Schedule IV hereto. “**Testing-the-Waters
Communication**” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B
of the Securities Act.
15
(uu) As
of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers,
none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus,
and (C) any individual Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes
or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.
(vv) The
Company will not, and will not permit any of its subsidiaries to, (a) be or become a “covered foreign person,” as that
term is defined in the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury
Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement,
and as codified at 31 C.F.R. §850.101 et seq (the “Outbound Investment Rules”), or (b) engage, directly or indirectly,
in (i) a “covered activity” or a “covered transaction”, as each such term is defined in the Outbound Investment
Rules, (ii) with respect to any subsidiary of the Company that is not a U.S. Person (as defined in the Outbound Investment Rules),
any activity that would constitute a “covered activity” or “covered transaction”, as each such term is defined
in the Outbound Investment Rules, if such subsidiary were a U.S. Person, (iii) any other activity that would cause the Underwriters
to be in violation of the Outbound Investment Rules or cause the Underwriters to be legally prohibited by the Outbound Investment
Rules from performing under this Agreement.
(ww) The
Company does not have any securities rated by any “nationally recognized statistical rating organization,” as such term is
defined in Section 3(a)(62) of the Exchange Act.
(xx) Except
as would not reasonably be expected to result in material liability to the Company or any of its subsidiaries, each “**Employee
Benefit Plan**” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published
interpretations thereunder (collectively, “**ERISA**”)) established or maintained by the Company, its subsidiaries or their
“ERISA Affiliates” (as defined herein) (each, a “**Plan**”) is and has been operated in compliance with its
terms and all applicable laws, including ERISA and the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “**Code**”), in all material respects. Except as would not reasonably be expected to result in material
liability to the Company or any of its subsidiaries, (A) no “reportable event” (as defined under ERISA) has occurred
or is reasonably expected to occur with respect to any Plan and no Plan, if terminated, would have any “amount of unfunded benefit
liabilities” (as defined under ERISA), as the fair market value of the assets under each Plan (excluding for these purposes accrued
but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used
to fund such Plan), (B) neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects
to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any Plan, (ii) Sections
412 and 430, 4971, 4975 or 4980B of the Code or (iii) Sections 302 and 303, 406, 4063 and 4064 of ERISA. Each Plan that is intended
to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or failure to
act, that would reasonably be expected to cause the loss of such qualification, (C) there is no pending audit or investigation by
the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental or other
regulatory entity or agency with respect to any Plan and (D) neither the Company nor any of its subsidiaries have any “accumulated
post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106). “**ERISA Affiliate**”
means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b),
(c), (m) or (o) of the Code of which the Company or such subsidiary is a member.
16
2. *Representations
and Warranties of the Selling Stockholders*. Each Selling Stockholder, severally and not jointly, represents and warrants to and agrees
with each of the Underwriters that:
(a) This
Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.
(b) The
execution and delivery by or on behalf of such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations
under, this Agreement and, if such Selling Stockholder is a party thereto, the Custody Agreement signed by or on behalf of such Selling
Stockholder and Computershare Inc., as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “**Custody
Agreement**”) will not contravene (i) any provision of applicable law, or (ii) the certificate of incorporation or by-laws
of such Selling Stockholder (if such Selling Stockholder is a corporation), or (iii) any agreement or other instrument binding upon
such Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over
such Selling Stockholder except, in the case of clauses (i), (iii) or (iv), as would not, singly or in the aggregate, reasonably
be expected to have a material adverse effect on the ability of the Selling Stockholder to perform its obligations under the Agreement
or the Custody Agreement of such Selling Stockholder, and no consent, approval, authorization or order of, or qualification with, any
governmental body, agency or court is required for the performance by such Selling Stockholder of its obligations under this Agreement
or, if such Selling Stockholder is a party thereto, the Custody Agreement, except such as have already been obtained or as may be required
under the Securities Act, the Exchange Act or the rules and regulations thereunder, or by the securities or Blue Sky laws of the
various states or non-U.S. jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares.
17
(c) Such
Selling Stockholder has, and on the Closing Date will have, valid title to, or a valid “security entitlement” within the meaning
of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and
clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and
approval required by law, to enter into this Agreement and, if such Selling Stockholder is a party thereto, the Custody Agreement and
to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares, except
(x) such as shall have been obtained or waived, and (y) such as may be required by the securities or Blue Sky laws of the various
states or foreign jurisdictions or the rules and regulations of FINRA in connection with the offer and sale of the Shares.
(d) If
such Selling Stockholder is a party thereto, the Custody Agreement has been duly authorized, executed and delivered by or on behalf of
such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder.
(e) Upon
payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the
Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”),
registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities
accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of
Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected
purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the
Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,”
within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect
to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery
and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each
case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC
will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate
entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
18
(f) Such
Selling Stockholder has delivered to the Representatives an executed Lock-up Agreement.
(g) Such
Selling Stockholder is not prompted by any material information concerning the Company or its subsidiaries which is not set forth in the
Registration Statement, the Time of Sale Prospectus or the Prospectus to sell its Shares pursuant to this Agreement.
(h) (i) The
Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such
amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of
each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the
Closing Date (as defined in Section 5 herein), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable,
as of the date of such amendment or supplement, will not, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each
broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, as
of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this paragraph are limited solely to statements or omissions made in reliance upon information
relating to such Selling Stockholder furnished in writing to the Company or Representatives by or on behalf of such Selling Stockholder
expressly for use in the Registration Statement, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto, it
being understood and agreed that the only information furnished in writing by such Selling Stockholder consists of the name of such Selling
Stockholder, the number of offered shares and the address and other information with respect to such Selling Stockholder (excluding percentages),
which appear in the Registration Statement or any Prospectus in the table (and corresponding footnotes) under the caption “Principal
and Selling Stockholders” and, if such Selling Stockholder is an executive officer or director of the Company (including any person
who is named in the Registration Statement or any Prospectus or any amendment or supplement thereto as a person who is to become a director
of the Company at a future date), the biographical information of such Selling Stockholder as set forth under the caption “Management”
in the Registration Statement, the Time of Sale Prospectus or the Prospectus (with respect to each such selling Stockholder, the “**Selling
Stockholder Information**”).
19
(i) None
of such Selling Stockholder or, if such Selling Stockholder is an entity, any of its subsidiaries, or any director, officer, or, to such
Selling Stockholder’s knowledge, any employee, agent, affiliate or representative of such Selling Stockholder or any of its subsidiaries,
is a Sanctioned Person.
(j) Except
as permitted under Regulation M under the Exchange Act, Refo SCSp, a Luxembourg special limited partnership (*société
en commandite spéciale*) (the “**Foreign Selling Stockholder**”) represents and warrants that it has not taken,
directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation
of the price of the Shares.
(k) The
Foreign Selling Stockholder represents and warrants that no stamp, documentary, issuance, registration, transfer, withholding or other
taxes or duties are payable by or on behalf of the Underwriters, the Company or any of its subsidiaries in Luxembourg or to any taxing
authority thereof or therein in connection with (i) the execution, delivery or consummation of this Agreement, (ii) the sale
and delivery of the Shares to the Underwriters or purchasers procured by the Underwriters, or (iii) the resale and delivery of the
Shares by the Underwriters in the manner contemplated herein; provided, however, that the foregoing shall not apply to any Luxembourg
registration duty (droit d'enregistrement) that will become due in the event that any transaction document is (i) voluntarily presented
to registration formalities in Luxembourg (including where such document is deposited in the minutes of a notary) or (ii) appended
to a document that requires mandatory registration in Luxembourg.
(l) The
Foreign Selling Stockholder has the power to submit, and pursuant to Section 23(a) has, to the extent permitted by law, legally,
validly, effectively and irrevocably submitted, to the jurisdiction of the Specified Courts (as defined in Section 23(a) herein),
and has the power to designate, appoint and empower, and pursuant to Section 23(b), has legally, validly and effectively designated,
appointed and empowered an agent for service of process in any suit or proceeding based on or arising under this Agreement in any of the
Specified Courts.
(m) Such
Selling Stockholder represents and warrants that it is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a
plan or account subject to Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” of any such
plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.
3. *Agreements
to Sell and Purchase.* Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter,
upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees,
severally and not jointly, to purchase from such Seller at $**[ l ]** a share (the “**Purchase Price**”)
the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears
the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto
opposite the name of such Underwriter bears to the total number of Firm Shares.
20
On the basis of the representations
and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Stockholders, severally and not jointly,
agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly,
up to **[ l ]** Additional Shares at the Purchase Price, *provided*, however, that the amount paid by the Underwriters
for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm
Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters in whole or
from time to time in part by giving written notice to the Company and the Selling Stockholders not later than 30 days after the date of
this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on
which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given
and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. Additional
Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with
the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “**Option Closing Date**”),
each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate
fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be
purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter
bears to the total number of Firm Shares.
4. *Terms
of Public Offering*. The Sellers are advised by the Representatives that the Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the Representatives’
judgment is advisable. The Sellers are further advised by the Representatives that the Shares are to be offered to the public initially
at $**[ l ]** a share (the “**Public Offering Price**”) and to certain dealers selected by the Representatives
at a price that represents a concession not in excess of $**[ l ]** a share under the Public Offering Price, and that
any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $**[ l ]** a share, to any
Underwriter or to certain other dealers.
5. *Payment
and Delivery.* Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately
available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m.,
New York City time, on **[ l ]**, 2026, or at such other time on the same or such other date, not later than **[ l ]**,
2026, as shall be designated in writing by the Representatives. The time and date of such payment are hereinafter referred to as the “**Closing
Date**.”
21
Payment for any Additional
Shares to be sold by each Selling Stockholder shall be made to such Selling Stockholder in Federal or other funds immediately available
in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New
York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on
such other date, in any event not later than **[ l ]**, 2026, as shall be designated in writing by the Representatives.
The Firm Shares and Additional
Shares shall be registered in such names and in such denominations as the Representatives shall request not later than one full business
day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be
delivered to the Representatives on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the
several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf
of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price
therefor and (ii) any withholding required by law.
6. *Conditions
to the Underwriters’ Obligations*. The obligations of the Sellers to sell the Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement
shall have become effective not later than **[ l ]** p.m. (New York City time) on the date hereof.
The several obligations of
the Underwriters are subject to the following further conditions:
(a) Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date:
(i) no
order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to
Section 8A under the Securities Act shall be pending before or, to the knowledge of the Company, threatened by the Commission; and
(ii) there
shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in
the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus
that, in the Representatives’ judgment, is material and adverse and that makes it, in the Representatives’ judgment, impracticable
to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.
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(b) The
Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive
officer of the Company, to the effect set forth in Sections 6(a)(i) and 6(a)(ii) above and to the effect that the representations
and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied
with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing
Date.
The officer signing and delivering
such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The
Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Skadden, Arps, Slate, Meagher &
Flom LLP, outside counsel for the Company, dated the Closing Date, each in form and substance reasonably satisfactory to the Representatives.
(d) The
Underwriters shall have received on the Closing Date opinions from each of the respective counsel for each of the Selling Stockholders,
dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.
(e) The
Underwriters shall have received on the Closing Date an opinion and a negative assurance letter of Latham & Watkins LLP, counsel
for the Underwriters, dated the Closing Date, each in form and substance reasonably satisfactory to the Representatives.
With respect to Section 6(c) above,
Skadden, Arps, Slate, Meagher & Flom LLP, and with respect to Section 6(e) above, Latham & Watkins LLP, may
state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of
Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are
without independent check or verification, except as specified. With respect to Section 6(d) above, each respective counsel
may rely upon an opinion or opinions of counsel for any Selling Stockholders and, with respect to factual matters and to the extent such
counsel deems appropriate, upon the representations of each Selling Stockholder contained herein and, if applicable, in the Custody Agreement
and in other documents and instruments; *provided* that (A) each such counsel for the Selling Stockholders is satisfactory to
the Representatives, (B) a copy of each opinion so relied upon is delivered to the Representatives and is in form and substance satisfactory
to counsel for the Underwriters, (C) copies of any such Custody Agreement and of any such other documents and instruments shall be
delivered to the Representatives and shall be in form and substance satisfactory to counsel for the Underwriters and (D) each counsel
shall state in their opinion that they are justified in relying on each such other opinion.
The opinion and negative assurance
letter of Skadden, Arps, Slate, Meagher & Flom LLP and the opinion of each counsel described in Sections 6(c) and 6(d) above
(and any opinions of counsel for any Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the
Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein.
23
(f) The
Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,
as the case may be, in form and substance reasonably satisfactory to the Representatives, from PricewaterhouseCoopers LLP, an independent
registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration
Statement, the Time of Sale Prospectus and the Prospectus; *provided* that the letter delivered on the Closing Date shall use a “cut-off
date” not earlier than two business days prior to the Closing Date.
(g) The
Underwriters shall have received, on each of the date hereof and the Closing Date, a Chief Financial Officer’s certificate, dated
the date hereof and the Closing Date, respectively, and signed on behalf of the Company by the Chief Financial Officer of the Company,
in form and substance reasonably satisfactory to the Representatives.
(h) The
Lock-Up Agreements between the Representatives and certain stockholders, officers and directors of the Company relating to restrictions
on sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Representatives on or
before the date hereof, shall be in full force and effect on the Closing Date.
(i) The
Firm Shares and Additional Shares, if any, shall have been approved for listing on the New York Stock Exchange, subject to official notice
of issuance.
(j) The
several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to the Representatives on
the applicable Option Closing Date of the following:
(i) a
certificate, dated the Option Closing Date and signed on behalf of the Company by an executive officer of the Company, confirming that
the certificate delivered on the Closing Date pursuant to Section 6(b) hereof remains true and correct as of such Option Closing
Date;
(ii) an
opinion and a negative assurance letter of Skadden, Arps, Slate, Meagher & Flom LLP, outside counsel for the Company, dated the
Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as
the opinion required by Section 6(c) hereof;
(iii) an
opinion of each respective counsel for the Selling Stockholders, dated the Option Closing Date, relating to the Additional Shares to be
purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 6(d) hereof;
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(iv) an
opinion and a negative assurance letter of Latham & Watkins LLP, counsel for the Underwriters, dated the Option Closing Date,
relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required
by Section 6(e) hereof;
(v) a
letter dated the Option Closing Date, in form and substance satisfactory to the Representatives, from PricewaterhouseCoopers LLP, an independent
registered public accounting firm, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to
Section 6(f) hereof; *provided* that the letter delivered on the Option Closing Date shall use a “cut-off date”
not earlier than two business days prior to such Option Closing Date;
(vi) a
Chief Financial Officer’s certificate, dated the Option Closing Date and signed on behalf of the Company by the Chief Financial
Officer of the Company, in substantially the same form and substance as the certificate required by Section 6(g) hereof; and
(vii) such
other documents as the Representatives may reasonably request with respect to the good standing of the Company, the due authorization
and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional
Shares.
7. *Covenants
of the Company*. The Company covenants with each Underwriter as follows:
(a) To
furnish to the Representatives, upon written request, without charge, four (4) signed copies of the Registration Statement (including
exhibits thereto) (which may be an electronic facsimile) and for delivery to each other Underwriter a conformed copy of the Registration
Statement (without exhibits thereto) and to furnish to the Representatives in New York City, without charge, prior to 10:00 a.m. New
York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Section 7(e) or
7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration
Statement as the Representatives may reasonably request.
(b) Before
amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representatives
a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representatives
reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities
Act any prospectus required to be filed pursuant to such Rule.
25
(c) To
furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred
to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.
(d) Not
to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under
the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have
been required to file thereunder.
(e) If
the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective
purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event
shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration
Statement then on file, or if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time
of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in
the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus
is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer
conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable
law.
(f) If,
during such period after the first date of the public offering of the Shares as in the reasonable opinion of counsel for the Underwriters
the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered
in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or
in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or
if, in the reasonable opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable
law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names
and addresses the Representatives will furnish to the Company) to which Shares may have been sold by the Representatives on behalf of
the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the
Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice
referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended
or supplemented, will comply with applicable law.
26
(g) If
required by applicable law, to endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Representatives shall reasonably request; provided that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than
those arising out of the offering or sale of the Shares, or taxation in any jurisdiction where it is not now so subject.
(h) To
make generally available (which may be satisfied by filing with the Commission on its Electronic Data Gathering Analysis and Retrieval
System) to the Company’s security holders and to the Representatives as soon as practicable an earnings statement covering a period
of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(i) To
comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are
offered in connection with the Directed Share Program.
(j) The
Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later
of (i) completion of the distribution of the Shares within the meaning of the Securities Act and (ii) completion of the Restricted
Period.
(k) If
at any time following the distribution of any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405
under the Securities Act there occurred or occurs an event or development as a result of which such Testing-the-Waters Communication included
or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify
the Representatives and will promptly amend or supplement, at its own expense, such Testing-the-Waters Communication to eliminate or correct
such untrue statement or omission.
(l) The
Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed
Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company
undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification
of the foregoing certification.
27
(m) The
Company will use its best efforts to effect and maintain the listing of the Shares on the New York Stock Exchange.
(n) If
any Selling Stockholder is not a U.S. person for U.S. federal income tax purposes, the Company will deliver to each Underwriter (or its
agent), on or before the Closing Date, (i) a certificate with respect to the Company’s status as a “United States real
property holding corporation,” dated not more than thirty (30) days prior to the Closing Date, as described in Treasury Regulations
Sections 1.897-2(h) and 1.1445-2(c)(3), and (ii) proof of delivery to the IRS of the required notice, as described in Treasury
Regulations 1.897-2(h)(2).
(o) During
the Restricted Period, the Company agrees to (i) enforce the Market Standoff Provisions, and cause the Market Standoff Provisions
to become applicable to each holder acquiring Common Stock upon the exercise, settlement or vesting of any option, warrant or other equity
award, including, without limitation, through the issuance of stop transfer instructions to the Company’s transfer agent with respect
to any transaction that would constitute a breach of, or default under, such transfer restrictions, except that this provision shall not
prevent the Company from effecting such a waiver or amendment to permit a transfer of securities that would be permissible under the terms
of a Lock-Up Agreement, and (ii) not amend or waive any such transfer restrictions with respect to any such holder without the prior
written consent of the Representatives.
The Company also covenants
with each Underwriter that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, and will
not publicly disclose an intention to, during the period ending 180 days after the date of the Prospectus (the “**Restricted Period**”),
(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement
(including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof,
forward, swap or any other derivative transaction or instrument, however described or defined) that transfers to another, in whole or
in part, directly or indirectly, any of the economic consequences of ownership of the Common Stock, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise
or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock.
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The restrictions contained
in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares
of Common Stock upon the exercise of an option or warrant or the settlement of restricted stock units (including net settlement) pursuant
to the terms of an equity compensation plan in effect as of the Closing Date and as described in each of the Time of Sale Prospectus and
Prospectus; (C) the issuance by the Company of shares of Common Stock upon the conversion of a security outstanding on the date hereof
and described in each of the Time of Sale Prospectus and Prospectus; (D) the grant of stock options, stock awards, restricted stock,
restricted stock units or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common
Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company
pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Time of Sale Prospectus and
the Prospectus; (E) the filing by the Company of a registration statement on Form S-8 relating to the issuance, vesting, exercise,
settlement, or resale of, equity awards granted or to be granted pursuant to an equity compensation plan in effect as of the Closing Date
and described in the Time of Sale Prospectus; (F) the sale or issuance of or entry into an agreement to sell or issue Common Stock
or any securities convertible into or exercisable or exchangeable for Common Stock in connection with one or more mergers; acquisitions
of securities, businesses, property or other assets, products or technologies; joint ventures; commercial relationships or other strategic
corporate transactions or alliances; provided, that the aggregate amounts of Common Stock or any securities convertible into or exercisable
or exchangeable for Common Stock (on an as-converted, as-exercised or as-exchanged basis) that the Company may sell or issue or agree
to sell or issue pursuant to this clause (F) shall not exceed 10% of the total number of shares of Common Stock of the Company issued
and outstanding (determined on a fully diluted basis, including all outstanding securities convertible into or exercisable or exchangeable
for Common Stock and excluding any shares reserved and available for issuance under the Company’s equity compensation plans, as
of immediately following the completion of the transactions contemplated by this Agreement), provided that the recipients thereof provide
to the Representatives a signed lock-up agreement substantially in the form of the lock-up agreement described in Section 6(h); (G) the
sale or facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1
under the Exchange Act for the transfer of shares of Common Stock, *provided* that (i) such plan does not provide for the transfer
of Common Stock during the Restricted Period (except as otherwise allowed pursuant to the terms of the Lock-Up Agreement) and (ii) to
the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding
the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may
be made under such plan during the Restricted Period; or (H) the confidential submission with the Commission of any registration
statement under the Securities Act, provided, however, that such confidential submission may only be made seven (7) days or more
following written notice to the Representatives of the intention to make such submission; provided, further, that (x) in the case
of clauses (B) and (C), the Company shall cause each recipient of such securities to execute and deliver to the Representatives,
on or prior to the issuance of such securities, a lock-up agreement substantially in the form of the lock-up agreement described in Section 6(h),
unless such recipient is already bound by a Lock-Up Agreement or a Market Standoff Provision, and (y) nothing in this Agreement shall
prohibit the transfer, sale, tender or other disposition of shares of Common Stock to the Company (or any of its subsidiaries) pursuant
to a share repurchase, redemption, exchange or similar liquidity transaction disclosed in the Time of Sale Prospectus. If the Representatives,
in their sole discretion, agree to release or waive the restrictions on the transfer of Shares set forth in a Lock-up Agreement (a form
of such Waiver of Lock-Up is set forth in substantially the form attached as Exhibit B hereto) for an officer or director of the
Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date
of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form
of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.
29
8. *Covenants
of the Selling Stockholders.* Each Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows:
(a) Each
Selling Stockholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed
Internal Revenue Service (“**IRS**”) Form W-9 or an appropriate IRS Form W-8, as applicable, together with all
required attachments to such form, establishing a complete exemption from U.S. backup withholding tax and any withholding imposed under
Chapter 3 or Chapter 4 of the Code.
(b) Each
Selling Stockholder will not, directly or indirectly, use the proceeds of the offering of the Shares hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result
in a violation by any person participating in the transaction, whether as underwriter, advisor, investor or otherwise, of Sanctions, Anti-Money
Laundering Laws or Anti-Corruption Laws.
(c) Each
Selling Stockholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed
and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and
each Selling Stockholder undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in
connection with the verification of the foregoing Certification.
(d) All
sums payable by the Selling Stockholders under this Agreement shall be paid free and clear of and without deductions or withholdings of
any present or future taxes or duties, unless the deduction or withholding is required by law, in which case such Selling Stockholder
shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had
no deduction or withholding been made.
(e) All
sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where a Selling Stockholder is obliged
to pay value added or similar tax on any amount payable hereunder to an Underwriter, such Selling Stockholder shall in addition to the
sum payable hereunder pay an amount equal to any applicable value added or similar tax.
30
9. *Expenses*.
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to
pay or cause to be paid all expenses incident to the performance of its obligations and those of the Selling Stockholders under this Agreement,
including: (i) the fees, disbursements and expenses of the Company’s counsel, the Company’s accountants and each counsel
for the Selling Stockholders in connection with the registration and delivery of the Shares under the Securities Act and all other fees
or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale
Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments
and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof
to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and
delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the reasonable cost of printing
or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws
and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof,
including filing fees and the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with such qualification
and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements
of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA (including
the fees and expenses of Guggenheim Securities, acting as the QIU) (provided that the amount payable by the Company with respect to the
disbursements for counsel for the Underwriters incurred pursuant to subsections (iii) and (iv) of this Section 9 shall
not exceed $50,000 in the aggregate), (v) all fees and expenses in connection with the preparation and filing of the registration
statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the New York Stock
Exchange, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent,
registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”
as defined in Rule 433(h) under the Securities Act (a “**road show**”) undertaken in connection with the marketing
of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic
road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection
with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and
any such consultants, and in connection with any such road show (it being understood that the Underwriters will pay or cause to be paid
the travel and lodging expenses of their representatives), and (fifty percent (50%) of the cost of any aircraft or other means of transportation
chartered in connection with the road show (the remaining fifty percent (50%) of the cost of such aircraft or other means of transportation
to be paid by the Underwriters), (ix) the document production charges and expenses associated with printing this Agreement, (x) all
fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar
taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program, and (y) all other
costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in
this Section. It is understood, however, that except as provided in this Section, Section 11 entitled “Indemnity and Contribution,”
Section 12 entitled “Directed Share Program Indemnification,” and the last paragraph of Section 14 below, the Underwriters
will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of
any of the Shares by them and any advertising expenses connected with any offers they may make. The provisions of this Section shall
not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves.
31
10. *Covenants
of the Underwriters*. Each Underwriter, severally and not jointly, covenants with the Company not to take any action that would result
in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action
of the Underwriter.
11. *Indemnity
and Contribution.* (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors and officers, each person,
if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending
or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus
or any amendment or supplement thereto, any “issuer free writing prospectus” as defined in Rule 433(h) under the
Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the
Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise
out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based
upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information
relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein,
it being understood and agreed that the only such information furnished by the Underwriters through the Representatives consists of the
Underwriter Information as defined in paragraph (c) below. The Company also agrees to indemnify and hold harmless Guggenheim Securities,
its directors and officers and each person, if any, who controls Guggenheim Securities within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, and each affiliate of Guggenheim Securities within the meaning of Rule 405 under the
Securities Act from and against any and all losses, claims, damages, and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any such action or claim) incurred as a result of Guggenheim
Securities’ participation as the QIU in connection with the offering of the Shares, except to the extent it is determined
in a final judgment by a court of competent jurisdiction that any such losses, claims, damages, liabilities, and judgments result from
Guggenheim Securities’, or such director’s, officer’s, controlling person’s or affiliate’s, willful misconduct.
32
(b) Each
Selling Stockholder agrees, severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder and not jointly,
to indemnify and hold harmless each Underwriter, its directors and officers, each person, if any, who controls such Underwriter within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter
within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim)
that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any
“issuer free writing prospectus” as defined in Rule 433(h) under the Securities Act, any Company information that
the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show, the Prospectus
or any amendment or supplement thereto, or any Testing-the-Waters Communication, or arise out of, or are based upon, any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but
only with reference to the Selling Stockholder Information relating to such Selling Stockholder. The liability of each Selling Stockholder
under the indemnity agreement contained in this paragraph shall be limited to an amount equal to the aggregate net proceeds (before deducting
expenses) received by such Selling Stockholder from the sale of its Shares under this Agreement (with respect to each Selling Stockholder,
the “**Selling Stockholder Proceeds**”).
(c) Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholders, the directors of
the Company, the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company or any
Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and
against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus,
the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under
the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under
the Securities Act, any road show, the Prospectus or any amendment or supplement thereto, or any Testing-the-Waters Communication, or
arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through or on behalf of the Representatives expressly for use in the Registration Statement, any preliminary
prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement
thereto (“**Underwriter Information**”); it being understood and agreed that the only such information furnished by or
on behalf of any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the first
sentence of the third paragraph under the caption “Underwriters” in the Prospectus concerning the terms of the offering by
the Underwriters, the seventh paragraph under the caption “Underwriters” in the Prospectus concerning sales to discretionary
accounts and the first sentence of the thirteenth paragraph under the caption “Underwriters” in the Prospectus concerning
stabilization by the Underwriters.
33
(d) In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 11(a), 11(b) or 11(c), such person (the “**indemnified party**”) shall promptly
notify the person against whom such indemnity may be sought (the “**indemnifying party**”) in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred fees and disbursements
of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed in writing to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (i) the reasonably incurred fees and expenses of more than one separate firm
(in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning
of Rule 405 under the Securities Act, (ii) the reasonably incurred fees and expenses of more than one separate firm (in addition
to any local counsel) for the Company, its directors, its officers who signed the Registration Statement and each person, if any, who
controls the Company within the meaning of either such Section and (iii) the reasonably incurred fees and expenses of more than
one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder
within the meaning of either such Section. All such reasonably incurred fees and expenses shall be reimbursed as they are incurred. In
the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be
designated in writing by the Representatives. In the case of any such separate firm for the Company, and such directors, officers and
control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the
Selling Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the Selling Stockholders.
The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes
an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Notwithstanding
anything contained herein to the contrary, if indemnity may be sought pursuant to either Section 11(a) or 11(b) hereof
in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall
be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for Guggenheim Securities
in its capacity as the QIU, its directors and officers, each person, if any, who controls Guggenheim Securities within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of Guggenheim Securities within
the meaning of Rule 405 under the Securities Act.
34
(e) To
the extent the indemnification provided for in Sections 11(a), 11(b) or 11(c) is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as
a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 11(e)(i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause 11(e)(i) above but also the relative fault
of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of
the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting
expenses) received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the
Sellers on the one hand and the Underwriters or Guggenheim Securities in its capacity as the QIU, as the case may be, on the other hand
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission
or alleged omission to state a material fact relates to information supplied by the Sellers or by the Underwriters or by Guggenheim Securities
in its capacity as the QIU, as the case may be, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 11
are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The Selling Stockholders’
obligations to contribute pursuant to this Section 11 are several in proportion to the number of Shares to be sold by each Selling
Stockholder hereunder, and not joint. The liability of each Selling Stockholder under the contribution agreement contained in this paragraph
shall be limited to an amount equal to the Selling Stockholder Proceeds of such Selling Stockholder. For the avoidance of doubt, the aggregate
liability of each Selling Stockholder under the indemnity and contribution provisions of this Section 11 shall not exceed the Selling
Stockholder Proceeds of such Selling Stockholder.
35
(f) The
Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 11 were determined
by *pro rata* allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in Section 11(e). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in Section 11(e) shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 11 are not exclusive and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
(g) The
indemnity and contribution provisions contained in this Section 11 and the representations, warranties and other statements of the
Company and the Selling Stockholders contained in this Agreement shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter
or any affiliate of any Underwriter, by or on behalf of any Selling Stockholder or any person controlling any Selling Stockholder, or
by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment
for any of the Shares.
36
12. *Directed
Share Program Indemnification.* (a) The Company agrees to indemnify and hold harmless Morgan Stanley, each person, if any, who
controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and
each affiliate of Morgan Stanley within the meaning of Rule 405 of the Securities Act (collectively, the “**Morgan Stanley
Entities**”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) that arise out of,
or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the
consent of the Company for distribution to Participants in connection with the Directed Share Program or arise out of, or are based upon,
any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading; (ii) that arise out of, or are based upon, the failure of any Participant to pay for and accept delivery of Directed
Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program,
other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted
from the bad faith or gross negligence of Morgan Stanley Entities.
(b) In
case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in respect of which
indemnity may be sought pursuant to Section 12(a), the Morgan Stanley Entity seeking indemnity, shall promptly notify the Company
in writing and the Company, upon request of the Morgan Stanley Entity, shall retain counsel reasonably satisfactory to the Morgan Stanley
Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the reasonably
incurred fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Morgan Stanley Entity shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless
(i) the Company shall have agreed in writing to the retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Company and the Morgan Stanley Entity and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, in respect of the legal
expenses of the Morgan Stanley Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for
the reasonably incurred fees and expenses of more than one separate firm (in addition to any local counsel) for all Morgan Stanley Entities.
Any such separate firm for the Morgan Stanley Entities shall be designated in writing by Morgan Stanley. The Company shall not be liable
for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment
for the plaintiff, the Company agrees to indemnify the Morgan Stanley Entities from and against any loss or liability by reason of such
settlement or judgment. The Company shall not, without the prior written consent of Morgan Stanley, effect any settlement of any pending
or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and indemnity could have been sought
hereunder by such Morgan Stanley Entity, unless such settlement includes an unconditional release of the Morgan Stanley Entities from
all liability on claims that are the subject matter of such proceeding.
37
(c) To
the extent the indemnification provided for in Section 12(a) is unavailable to a Morgan Stanley Entity or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the Morgan Stanley Entity
thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and
the Morgan Stanley Entities on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause 12(c)(i) above
is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 12(c)(i) above
but also the relative fault of the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with any
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand in connection with the
offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the
Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities
for the Directed Shares, bear to the aggregate Public Offering Price of the Directed Shares. If the loss, claim, damage or liability is
caused by an untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, the relative
fault of the Company on the one hand and the Morgan Stanley Entities on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company
or by the Morgan Stanley Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.
(d) The
Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to this Section 12
were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in Section 12(c). The amount paid or
payable by the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the
Morgan Stanley Entities in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 12, no Morgan Stanley Entity shall be required to contribute any amount in excess of the amount by which the total price
at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Morgan Stanley
Entity has otherwise been required to pay. The remedies provided for in this Section 12 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party at law or in equity.
38
(e) The
indemnity and contribution provisions contained in this Section 12 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company,
its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.
13. *Termination*.
The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery
of this Agreement and prior to or on the Closing Date or any Option Closing Date, as the case may be, (i) trading generally shall
have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE American or the
Nasdaq Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter
market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred,
(iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there
shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the
Representatives’ judgment, is material and adverse and which, singly or together with any other event specified in this clause (v),
makes it, in the Representatives’ judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares
on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.
14. *Effectiveness;
Defaulting Underwriters*. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or
an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or
they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date,
the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective
names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as the Representatives may specify, to purchase the Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; *provided* that in no event shall the number of Shares that any Underwriter
has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 14 by an amount in excess of one-ninth of
such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall
fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives, the
Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such
case either the Representatives or the relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus
or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or
refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than
one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall
have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date
or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to
purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability
in respect of any default of such Underwriter under this Agreement.
39
If this Agreement shall be
terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or
to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this
Agreement (other than by reason of default by the Underwriters or the occurrence of any of the events described in clauses (i), (iii),
(iv) or (v) of Section 13 herein), the Company will reimburse the Underwriters or such Underwriters as have so terminated
this Agreement with respect to themselves, severally, for all accountable and documented out-of-pocket expenses (including the reasonably
incurred fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering
contemplated hereunder.
15. *Entire
Agreement*. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company
and the Selling Stockholders, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary
prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.
(b) The
Company and each Selling Stockholder acknowledge that in connection with the offering of the Shares: (i) the Underwriters have acted
at arm’s length, are not agents of, and owe no fiduciary duties to, the Company, any of the Selling Stockholders or any other person,
(ii) the Underwriters owe the Company and each Selling Stockholder only those duties and obligations set forth in this Agreement,
any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement), if any, (iii) the
Underwriters may have interests that differ from those of the Company and each Selling Stockholder, and (iv) none of the activities
of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation
of any action by the Underwriters with respect to any entity or natural person.
40
(c) Additionally,
neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting
or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible
for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor
the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives
and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company waives to the full extent
permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection
with the offering of the Shares.
(d) Each
Selling Stockholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain
Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters
are not making a recommendation to any Selling Stockholder to participate in the offering or sell any Shares at the Purchase Price, and
nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.
16. *Recognition
of the U.S. Special Resolution Regimes*. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under
this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this
Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Section a “**BHC Act Affiliate**” has the meaning assigned to the term “affiliate” in,
and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “**Covered Entity**” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a
“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered
FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “**Default Right**”
has 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. “**U.S. Special Resolution Regime**” means each of (i) the Federal Deposit Insurance Act and the regulations
promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder.
41
17. *Counterparts;
Electronic Signatures*. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, *e.g.*, www.docusign.com) or other transmission method and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
18. *Applicable
Law*. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York.
19. *Headings*.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
20. *Waiver
of Jury Trial*. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating
to this Agreement.
21. *Compliance
with USA Patriot Act*. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the
Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Underwriters to properly identify their respective clients.
22. *Persons
Entitled to Benefit of Agreement*. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred
to in Section 11 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of shares of Common Stock
from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
23. *Submission
to Jurisdiction; Waiver of Immunity.*
(a) Each
of the Selling Stockholders hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal
court sitting in The City of New York (the “**Specified Courts**”) over any suit, action or proceeding arising out of or
relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering of the Shares (each,
a “**Related Proceeding**”). Each of the Selling Stockholders irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim
that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any Selling Stockholder
has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect
to itself or its property, such Selling Stockholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect
of any such suit, action or proceeding.
42
(b) The
Foreign Selling Stockholder hereby irrevocably appoints c/o Permira Advisers LLC, with offices at 320 Park Ave, 23rd Floor,
New York, NY 10022, United States, as its agent for service of process in any Related Proceeding and agrees that service of process in
any such Related Proceeding may be made upon it at the office of such agent. The Foreign Selling Stockholder waives, to the fullest extent
permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Foreign Selling Stockholder
represents and warrants that such agent has agreed to act as such Foreign Selling Stockholder’s agent for service of process, and
the Foreign Selling Stockholder agrees to take any and all action, including the filing of any and all documents and instruments, that
may be necessary to continue such appointment in full force and effect.
24. *Judgment
Currency*. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall
be the rate at which in accordance with normal banking procedures the Underwriters could purchase United States dollars with such other
currency in The City of New York on the business day preceding that on which final judgment is given. The obligation of the Company or
any Selling Stockholder with respect to any sum due from it to any Underwriter or any person controlling any Underwriter shall, notwithstanding
any judgment in a currency other than United States dollars, not be discharged until the first business day following receipt by such
Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person
may in accordance with normal banking procedures purchase United States dollars with such other currency. If the United States dollars
so purchased are less than the sum originally due to such Underwriter or controlling person hereunder, the Company and each of the Selling
Stockholders agrees as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter or controlling person
against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter or controlling
person hereunder, such Underwriter or controlling person agrees to pay to the Company or the relevant Selling Stockholder(s), as applicable,
an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter or controlling person hereunder.
43
25. *Taxes*.
If any sum payable by the Company or a Selling Stockholder under this Agreement is subject to tax in the hands of an Underwriter or taken
into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on underwriting commissions
payable hereunder), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter
shall be left with the sum it would have had in the absence of such tax.
26. *Notices*.
All communications hereunder shall be in writing and effective only upon receipt and, if to the Underwriters, shall be delivered, mailed
or sent to the Representatives c/o J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017 (fax: (212) 622-8358), Attention:
Equity Syndicate Desk, with a copy to the Legal Department, and c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York
10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; if to the Company, shall be delivered, mailed or sent to
Reformation Inc., 5801 S. 2nd St., Vernon, CA 90058, Attention: General Counsel; and if to the Selling Stockholders, shall be delivered,
mailed or sent as follows: if to Refo SCSp, c/o Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York
10001, Attention: Laura Kaufmann; if to Stripes III, LP, c/o Stripes III, LP, 40 10th Avenue, 5th Floor, New York, New York 10014, Attention:
Wayne Marino, with a copy to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attention: Gareth Clark
and Barbra Broudy; and if to Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended, the Ruth Higgs 2021 Irrevocable
Trust, established U/T/A dated October 8, 2021, the Luella Higgs Froessen 2024 Trust, established U/T/A dated December 3, 2024,
the Amelie Froessen 2024 Trust, established U/T/A dated December 3, 2024, the Benjamin Aflalo 2021 Irrevocable Trust, established
U/T/A dated December 15, 2021, the Etai Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021, the Samuel
Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021, the Shira Aflalo 2021 Irrevocable Trust, established U/T/A
dated December 15, 2021 or the GP 2024 Trust, established U/T/A dated December 6, 2024, c/o Sheppard, Mullin, Richter &
Hampton LLP, 321 N. Clark Street, Chicago, Illinois 60654, Attention: Alexander M. Schwartz and Nicholas J Pappas.
[Remainder of page intentionally
left blank]
44
Very truly yours,
**REFORMATION INC.**
By:
Name:
Title:
[*Signature Page to Underwriting
Agreement*]
The Selling Stockholders named in Schedule I hereto, acting severally
**Refo SCSp**
By:
Name:
Title:
**Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended**
By:
Name:
Title:
**Amelie Froessen 2024 Trust, established U/T/A dated December 3, 2024**
By:
Name:
Title:
**Benjamin Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021**
By:
Name:
Title:
[*Signature Page to Underwriting
Agreement*]
**Etai Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021**
By:
Name:
Title:
**GP 2024 Trust, established U/T/A dated December 6, 2024**
By:
Name:
Title:
**Luella Higgs Froessen 2024 Trust, established U/T/A dated December 3, 2024**
By:
Name:
Title:
**Ruth Higgs 2021 Irrevocable Trust, established U/T/A dated October 8, 2021**
By:
Name:
Title:
**Samuel Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021**
By:
Name:
Title:
[*Signature Page to Underwriting
Agreement*]
**Shira Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021**
By:
Name:
Title:
**Stripes III, LP**
By:
Name:
Title:
[*Signature Page to Underwriting
Agreement*]
Accepted as of the date hereof
**J.P. MORGAN SECURITIES LLC**
**Morgan Stanley & Co. LLC**
Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto.
By: J.P. Morgan Securities LLC
By:
Name:
Title:
By: Morgan Stanley & Co. LLC
By:
Name:
Title:
[*Signature
Page to Underwriting Agreement*]
**SCHEDULE I**
**Selling Stockholder** **Number of Firm Shares to Be Sold**
Refo SCSp **[ l ]**
Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended **[ l ]**
Ruth Higgs 2021 Irrevocable Trust, established U/T/A dated October 8, 2021 **[ l ]**
Luella Higgs Froessen 2024 Trust, established U/T/A dated December 3, 2024 **[ l ]**
Amelie Froessen 2024 Trust, established U/T/A dated December 3, 2024 **[ l ]**
Benjamin Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021 **[ l ]**
Etai Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021 **[ l ]**
Samuel Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021 **[ l ]**
Shira Aflalo 2021 Irrevocable Trust, established U/T/A dated December 15, 2021 **[ l ]**
GP 2024 Trust, established U/T/A dated December 6, 2024 **[ l ]**
Stripes III, LP **[ l ]**
Total:
**SCHEDULE II**
**Underwriter** **Number of Firm Shares To Be Purchased**
J.P. Morgan Securities LLC **[ l ]**
Morgan Stanley & Co. LLC **[ l ]**
Citigroup Global Markets Inc. **[ l ]**
RBC Capital Markets, LLC **[ l ]**
Guggenheim Securities, LLC **[ l ]**
Robert W. Baird & Co. Incorporated **[ l ]**
William Blair & Company, L.L.C. **[ l ]**
BTIG, LLC **[ l ]**
Telsey Advisory Group LLC **[ l ]**
Total:
**SCHEDULE III**
**Time of Sale Prospectus**
1. Preliminary Prospectus issued [date]
2. [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]
3. [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet]
4. Pricing Information:
Firm Shares to be sold by the Company: [ l ]
Firm Shares to be sold by the Selling Stockholders: [ l ]
Additional Shares to be sold by the Selling Stockholders: [ l ]
Public Offering Price: [ l ]
**SCHEDULE IV**
**Testing-the-Waters Communications**
1. Testing-the-Waters Presentation, dated [ l ]
**EXHIBIT A**
**FORM OF LOCK-UP AGREEMENT**
____________, 2026
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
*As Representatives of the
several Underwriters to be named in* *Schedule II to the Underwriting Agreement referred to below*
c/o J.P. Morgan Securities LLC
270 Park Avenue
New York, NY 10017
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
The undersigned understands that J.P. Morgan Securities
LLC and Morgan Stanley & Co. LLC (together, the “**Representatives**”) propose to enter into an Underwriting Agreement
(the “**Underwriting Agreement**”) with Reformation Inc., a Delaware corporation (the “**Company**”), and
the selling stockholders to be listed on Schedule I of the Underwriting Agreement, providing for the public offering (the “**Public
Offering**”) by the several underwriters to be named in Schedule II of the Underwriting Agreement (the “**Underwriters**”)
of shares (the “**Shares**”) of the Company’s common stock, par value $[ l ] per share (the “**Common
Stock**”).
To induce the Underwriters that may participate
in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the
prior written consent of the Representatives on behalf of the Underwriters, it will not, and will not publicly disclose an intention to,
during the period commencing on the date of this letter agreement (this “**Letter Agreement**”) and ending at the close
of the Trading Day on the 180th day after the date of the final prospectus relating to the Public Offering (the “**Prospectus**”)
(such day, the “**180th Day**”) or, if the 180th Day is not a Trading Day, immediately after the
close of the last Trading Day immediately preceding the 180th Day (the “**Restricted Period**”), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for shares of Common Stock, in each case beneficially owned (as such term is used in Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”)), by the undersigned (such shares of Common
Stock and securities convertible into or exercisable or exchangeable for Common Stock, collectively, the “**Lock-Up Securities**”)
or (2) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Lock-Up Securities, in cash or otherwise. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from
engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale
or disposition of any Lock-Up Securities, even if any such sale or disposition transaction or transactions would be made or executed by
or on behalf of someone other than the undersigned. For purposes of this Letter Agreement, a “**Trading Day**” is a day
on which the principal securities exchange on which the Shares are then traded is open for the buying and selling of securities.
A-1
The restrictions in the foregoing paragraph shall
not apply to:
(a) transactions
relating to Lock-Up Securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering;
(b) transfers
of Lock-Up Securities (i) as a bona fide gift or to a charitable organization or educational institution or (ii) for bona fide
estate planning purposes, in each case, in a transfer not involving a disposition for value;
(c) transfers
or dispositions of Lock-Up Securities, if the undersigned is a natural person, to any member of the immediate family, as defined
below, of the undersigned or any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned,
or if the undersigned is a trust, to a trustor, trustee, or any beneficiary (including such trustor, trustee, or beneficiary’s
estate) in a transaction not involving a disposition for value;
(d) distributions,
transfers or dispositions of Lock-Up Securities to any corporation, partnership, limited liability company, or other entity that is an
affiliate (as defined below) of the undersigned, or of which all of the beneficial ownership interests are held by the undersigned
or the immediate family of the undersigned in a transaction not involving a disposition for value;
(e) transfers
or dispositions of Lock-Up Securities by will, other testamentary document or intestate succession;
(f) transfers
of Lock-Up Securities by operation of law, including, without limitation, pursuant to an order of court (including a qualified domestic
order, divorce settlement, divorce decree or separation agreement) or regulatory authority;
(g) transfers
of Lock-Up Securities to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses
(b) through (f) above;
A-2
(h) if
the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers of Lock-Up Securities
(i) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the undersigned,
or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control or common investment
management with the undersigned or affiliates of the undersigned (including where the undersigned is a partnership, to its general partner
or a successor partnership or fund, or any other funds managed by such partnership), or (ii) as part of a distribution or disposition
to stockholders, partners, members, managers or other equityholders of the undersigned or to the estate of any such stockholders, partners,
members, managers or other equityholders (or in each case its nominee or custodian), in each case, in a transaction not involving a disposition
for value;
(i) (A) the
receipt by the undersigned from the Company of Lock-Up Securities upon the exercise of options, settlement of restricted stock units or
other equity awards, or the conversion of convertible securities, in each case outstanding as of the date of the Prospectus and disclosed
in the Prospectus, or (B) transfers or dispositions to the Company in connection with the vesting, settlement or exercise of restricted
stock units, options or other rights to acquire Lock-Up Securities (including, in each case, by way of “net” or “cashless”
exercise), including any transfer to the Company for the payment of tax withholdings or remittance payments due as a result of the vesting,
settlement or exercise of such restricted stock units, options or other rights, or in connection with the conversion of convertible securities,
in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan, or pursuant to the terms
of convertible securities, each as described in the Prospectus; provided that any such Lock-Up Securities received by the undersigned
shall be subject to the terms of this Letter Agreement.
(j) sales
in open market transactions during the Restricted Period solely to generate such amount of net proceeds to the undersigned from such sales
(after deducting commissions) in an aggregate amount up to the total amount of taxes or estimated taxes (as applicable) that become due
as a result of the exercise, vesting and/or settlement of Company equity awards held by the undersigned and issued pursuant to a plan
or arrangement described in the Prospectus that vest and/or settle during the Restricted Period, provided that, for the avoidance of doubt,
any Lock-Up Securities retained by the undersigned after giving effect to this provision shall be subject to the terms of this Letter
Agreement;
A-3
(k) transfers
to the Company of Lock-Up Securities in connection with the repurchase by the Company from the undersigned of Lock-Up Securities pursuant
to arrangements under which the Company has the option to repurchase such Lock-Up Securities, including pursuant to the Synthetic Secondary
(as defined in the Prospectus), a share repurchase, redemption, exchange or similar liquidity transaction disclosed in the Prospectus,
or a right of first refusal with respect to such Lock-Up Securities;
(l) the
establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “**10b5-1 Plan**”) for the transfer
of shares of Common Stock, provided that (i) such 10b5-1 Plan does not provide for the transfer of shares of Common Stock during
the Restricted Period (except as otherwise allowed pursuant to clause (j) above) and (ii) to the extent a public announcement
or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding
the establishment of such 10b5-1 Plan during the Restricted Period, such announcement or filing shall include a statement to the effect
that no transfer of Lock-Up Securities may be made under such plan during the Restricted Period (except as otherwise allowed pursuant
to clause (j) above);
(m) (i) transfers
of Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, that is approved
by the Board of Directors of the Company, made to all holders of the Company’s capital stock involving a Change of Control (as defined
below) and (ii) entry into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell,
tender or otherwise dispose of Lock-Up Securities in connection with a transaction described in (i) above; provided, that, in the
event that such tender offer, merger, consolidation or other similar transaction is not completed, the Lock-Up Securities beneficially
owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement. For purposes of this clause (m),
“Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction),
in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of
the Exchange Act), or group of persons, other than the Company or an Underwriter pursuant to the Public Offering, becomes the beneficial
owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of the voting stock of
the Company (or the surviving entity); and
(n) transfers
to the Underwriters pursuant to the Underwriting Agreement;
*provided* that (1) in the case of any transfer, disposition or distribution pursuant to clauses (b), (c), (d), (e), (g) (to the extent
such transfer is to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (b), (c), (d) or
(e)) and (h), each transferee, donee or distributee, as the case may be, shall sign and deliver a lock-up agreement substantially in the
form of this Letter Agreement, (2) in the case of any transfer, disposition or distribution pursuant to clauses (a), (d) or
(g) (to the extent such transfer is to a nominee or custodian of a person or entity to whom a transfer would be permissible under
clause (d)) and (h), no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing
or disclosure reporting a reduction in beneficial ownership of Lock-Up Securities, shall be required or shall be voluntarily made
during the Restricted Period other than any Schedule 13G, 13D or Form 13F (or any amendments to such schedules or forms) with respect
to such transfer, disposition or distribution and (3) in the case of any transfer, disposition or distribution pursuant to clauses
(b), (c), (e), (f), (g) (to the extent such transfer is to a nominee or custodian of a person or entity to whom a transfer would
be permissible under clauses (b), (c), (e) and (f)), (i)(B), (j) and (k), the undersigned shall not voluntarily effect any public
filing or report regarding such transfer, disposition or distribution and if any filing under Section 16(a) of the Exchange
Act shall be required during the Restricted Period in connection therewith, such required filing shall clearly indicate by footnote or
otherwise that the filing relates to the circumstances described in such clause.
A-4
For purposes of this Letter Agreement, (i) “**immediate
family**” shall mean any relationship by blood, current or former marriage or domestic partnership, or adoption, not more remote
than first cousin; and (ii) “**affiliate**” shall have the meaning set forth in Rule 405 promulgated under the
Securities Act of 1933, as amended.
In addition, the undersigned agrees that, without
the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted Period, make any demand
for or exercise any right with respect to, the registration of any Lock-Up Securities. Notwithstanding the foregoing, to the extent the
undersigned has demand and/or piggyback registration rights under any registration rights agreement described in the Prospectus, the
undersigned may notify the Company privately that the undersigned is or will be exercising his, her or its demand and/or piggyback registration
rights under any such registration rights agreement following the expiration of the Restricted Period and undertake preparations related
thereto, including the confidential submission of a registration statement during the Restricted Period.
The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s
shares of Common Stock except in compliance with the foregoing restrictions.
If the undersigned is an officer (within the meaning
of Section 16(a) of the Exchange Act) or director of the Company, the undersigned further agrees that the foregoing restrictions
shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the Public Offering.
If the undersigned is an officer (within the meaning
of Section 16(a) of the Exchange Act) or director of the Company, (i) the Representatives agree that, at least three business
days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities,
the Representatives will notify the Company of the impending release or waiver, and (ii) the Company will agree or has agreed in
the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business
days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer
or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate
family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
A-5
The undersigned understands that the Company and
the Underwriters are relying upon this Letter Agreement in proceeding toward consummation of the Public Offering. The undersigned further
understands that this Letter Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives,
successors and assigns.
The undersigned acknowledges and agrees that the
Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned
with respect to the Public Offering of the Shares or with respect to this Letter Agreement or the subject matter hereof, and the undersigned
has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further
acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or
other related documentation to the undersigned in connection with the Public Offering, the Underwriters are not making a recommendation
to the undersigned to participate in the Public Offering or sell any Shares at the price determined in the Public Offering, and nothing
set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.
In the event that one of the Representatives withdraws
from or declines to participate in the Public Offering, all references to the Representatives contained in this Letter Agreement shall
be deemed to refer to the other Representative that continues to participate in the Public Offering (the “**Remaining Representative**”),
and, in such event, any written consent, waiver or notice given or delivered in connection with this Letter Agreement by the Remaining
Representative shall be deemed to be sufficient and effective for all purposes under this Letter Agreement.
This Letter Agreement shall automatically terminate,
and the undersigned will be released from all of his, her or its obligations hereunder, upon the earliest to occur, if any, of (a) the
date that the Company, on the one hand, or the Representatives on the other hand, informs the other in writing, prior to the execution
of the Underwriting Agreement, that they have determined not to proceed with the Public Offering, (b) the date that the Company files
an application with the Securities and Exchange Commission to withdraw the registration statement related to the Public Offering before
the execution of the Underwriting Agreement, (c) if the Underwriting Agreement is executed but terminated (other than the provisions
thereof that survive termination) prior to payment for and delivery of the Shares to be sold thereunder, the date that the Underwriting
Agreement is terminated, or (d) October 31, 2026, if the Public Offering of the Shares has not been completed by such date (*provided
that* the Company may by written notice to the undersigned prior to such date to extend such date for a period of up to an additional
four months).
A-6
Whether or not the Public Offering actually occurs
depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement,
the terms of which are subject to negotiation between the Company and the Underwriters.
This Letter Agreement may be delivered via facsimile,
electronic mail (including PDF or any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions
Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any signature
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
This Letter Agreement, and any claim, controversy
or dispute arising hereunder or related hereto, shall be governed by and construed in accordance with the laws of the State of New York.
[*Signature Page Follows*]
A-7
Very truly yours,
**IF AN INDIVIDUAL:** **IF AN ENTITY:**
By:
*(duly authorized signature)* *(please print complete name of entity)*
Name: By:
*(please print full name)* *(duly authorized signature)*
Address: Name:
*(please print full address)* *(please print full name)*
Title:
*(please print full title)*
Address:
*(please print full address)*
A-8
**EXHIBIT B**
**FORM OF WAIVER OF LOCK-UP**
_____________, 20__
[Name and Address of
Officer or Director
Requesting Waiver]
Dear Mr./Ms. [Name]:
This letter is being delivered to you by J.P. Morgan Securities LLC (“**J.P. Morgan**”) and Morgan Stanley & Co. LLC
(“**Morgan Stanley**”), as representatives of the several Underwriters (the “**Representatives**”), in connection
with the offering by Reformation Inc. (the “**Company**”) of _____ shares of common stock, $[ l ] par
value per share (the “**Common Stock**”), of the Company and the lock-up agreement dated ____, 2026 (the “**Lock-up
Agreement**”), executed by you in connection with such offering, and your request for a [waiver] [release] dated ____, 2026, with
respect to ____ shares of Common Stock (the “**Shares**”).
The Representatives hereby
agree to [waive] [release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective
_____, 20__; *provided*, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release]
by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter
will serve as notice to the Company of the impending [waiver] [release].
Except as expressly [waived]
[released] hereby, the Lock-up Agreement shall remain in full force and effect.
B-1
Very truly yours,
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto
J.P. Morgan Securities LLC
By:
Name:
Title:
Morgan Stanley & Co. LLC
By:
Name:
Title:
cc: Company
B-2
**EXHIBIT C**
**FORM OF PRESS RELEASE**
Reformation Inc.
[Date]
Reformation Inc. (the “**Company**”)
announced today that J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, the lead book-running managers in the Company’s
recent public sale of _____ shares of its common stock, are [waiving][releasing] a lock-up restriction with respect to ____ shares of
the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release]
will take effect on ____, 20__ , and the shares may be sold on or after such date.
**This press release is not an offer for sale
of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered
or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as
amended.**
---
## EXHIBIT 3.1
SEC source: [tm2513004d11_ex3-1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex3-1.htm)
**Exhibit 3.1**
**CERTIFICATE OF INCORPORATION**
**OF**
**REF TOPCO, INC.**
FIRST:
The name of the Corporation is REF Topco, Inc. (hereinafter the “Corporation”).
SECOND:
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle.
19801. The name of its registered agent at that address is The Corporation Trust Company.
THIRD:
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).
FOURTH:
The total number of shares of stock which the Corporation shall have authority to issue is seven hundred and fifty thousand (750,000)
shares of Common Stock, each having a par value of one cent ($.01).
FIFTH:
The name and mailing address of the Sole Incorporator is as follows:
Name Address
David Brisske c/o Permira Advisers LLC 320
Park Avenue, 28th Floor
New York, NY 10022
SIXTH:
The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of
the Corporation.
(3) The number of directors of the Corporation shall he as from time to time fixed by, or in the manner provided in, the By-Laws of
the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.
(4) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification
of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
Any amendment, repeal or modification of the foregoing provisions of this paragraph (4) by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director
of the Corporation with respect to any acts or omissions of such director occurring prior to, such amendment, repeal or modification.
(5) To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement
of expenses to) directors, officers and employees of the Corporation through By-law provisions, agreements with such persons, vote of
stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section
145 of the GCL. subject only to limits created by applicable GCL (statutory or non-statutory), with respect to actions for breach of duty
to this corporation, its stockholders, and others. Any amendment, repeal or modification of the foregoing provisions of this paragraph
(5) shall not adversely affect any right or protection of a director, officer or employee existing at the time of, or increase the liability
of any such person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification.
(6) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered
to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to
the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders: provided, however, that no
By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws
had not been adopted.
SEVENTH:
Meetings of stockholders may he held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the By-Laws of the Corporation.
EIGHTH:
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
NINTH:
This Certificate of Incorporation shall be effective at 10:30 a.m. on August 24, 2019.
I, THE UNDERSIGNED, being
the Sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby
declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand
this 23rd day of August, 2019.
/s/ David Brisske
David Brisske
Sole Incorporator
*[Signature Page to Certificate
of Incorporation]*
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
REF TOPCO, INC.
Pursuant to Section 242 of the General
Corporation Law of the State
of Delaware
REF Topco, Inc., a Delaware
corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
*“FIRST:* *The name of the Corporation is Reformation Inc. (hereinafter the “Corporation”).”*
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation
has caused this Certificate to be duly executed in its corporate name this 11th day of April, 2025.
REF TOPCO, INC.
By: /s/ Hali Borenstein
Name: Hali Borenstein
Title: Chief Executive Officer
*[Signature Page to Certificate
of Incorporation]*
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
reformation Inc.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
Reformation Inc., a Delaware corporation (hereinafter
called the “**Corporation**”), does hereby certify as follows:
FIRST:
Article FOURTH of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
The total number of shares of stock which the Corporation
shall have authority to issue is five hundred million (500,000,000) shares of Common Stock, each having a par value of one one-hundredth
of a cent ($0.0001).
Upon the filing and effectiveness of the Certificate
of Amendment to the Corporation’s Certificate of Incorporation on July 13, 2026, pursuant to the Delaware General Corporation
Law (the “**Effective Time**”), each share of the Corporation’s Common Stock, $0.01 par value, issued and outstanding
immediately prior to the Effective Time shall be automatically reclassified, subdivided and changed into and become 142.7 validly issued,
fully paid and non-assessable shares of the Corporation’s Common Stock, $0.0001 par value, authorized by this Article FOURTH
of this Certificate of Incorporation, without any action by the holder thereof.
SECOND:
The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused
this Certificate of Amendment to the Corporation’s Certificate of Incorporation to be signed by a duly authorized officer of the
Corporation on this 13th day of July, 2026.
REFORMATION INC.
By: /s/ Hali Borenstein
Name: Hali Borenstein
Title: Chief Executive Officer
---
## EXHIBIT 3.2
SEC source: [tm2513004d11_ex3-2.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex3-2.htm)
**Exhibit 3.2**
**AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
REFORMATION INC.**
Pursuant to Sections 228, 242 and 245 of the
Delaware General Corporation Law
[
- ], 2026
Reformation Inc. (the “***Corporation***”),
a corporation organized and existing under the General Corporation Law of the State of Delaware (the “***DGCL***”),
**DOES HEREBY CERTIFY AS FOLLOWS:**
**FIRST**.
That the name of this Corporation is Reformation Inc. The Corporation was originally incorporated under the name REF Topco Inc.
**SECOND**.
That the original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of
Delaware on August 23, 2019, and was amended on April 11, 2025 and July 13, 2026.
**THIRD**.
That the Board of Directors (the “***Board***”) and the stockholders of the Corporation duly adopted resolutions proposing
to amend and restate the Certificate of Incorporation, as heretofore amended or supplemented, of the Corporation (this “***Amended
and Restated Certificate of Incorporation***”), in accordance with Sections 228, 242 and 245 of the DGCL, declaring said
amendment and restatement to be advisable and in the best interests of the Corporation and its stockholders.
**FOURTH**.
That the Certificate of Incorporation of the Corporation be amended and restated in its entirety as follows:
**ARTICLE I****NAME**
The name of the Corporation is Reformation Inc. (the
“***Corporation***”).
**ARTICLE II****REGISTERED OFFICE AND AGENT**
The address of the registered office of the Corporation
in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at such address
is The Corporation Trust Company.
**ARTICLE III****PURPOSE AND POWERS**
The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the DGCL.
**ARTICLE IV****CAPITAL STOCK**
Authorized Capital
Stock. The total number of shares of stock which the Corporation shall have authority to issue is 510,000,000 shares of capital
stock, consisting of (i) 500,000,000 shares of common stock, par value $0.0001 per share (the “***Common Stock***”),
and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (the “***Preferred Stock***”).
**ARTICLE V****COMMON STOCK**
Except as otherwise required by applicable law, all
shares of Common Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and any liquidation,
dissolution or winding up of the Corporation), share ratably and be identical in all respects. The powers, preferences and rights, and
the qualifications, limitations and restrictions, of the Common Stock are as follows:
(a) Voting.
Except as otherwise expressly required by law or provided in this Amended and Restated Certificate of Incorporation, and subject to
any voting rights provided to holders of Preferred Stock at any time outstanding, each holder of Common Stock then outstanding shall
be entitled to one (1) vote for each share of Common Stock held by such holder.
2
(b) No
Cumulative Voting. The holders of shares of Common Stock shall not have cumulative voting rights.
(c) Dividends.
(i) Subject
to the rights of the holders of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation,
holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board, out of any assets of the Corporation
legally available therefor, such dividends as may be declared from time to time by the Board. Any dividends paid to the holders of shares
of Common Stock shall be paid pro rata, on an equal priority, *pari passu* basis.
(ii) The
Corporation shall not declare or pay any dividend or make any other distribution to the holders of Common Stock payable in
securities of the Corporation unless the same dividend or distribution with the same record date and payment date shall be declared
and paid on all shares of Common Stock.
(d) Liquidation,
Dissolution, etc. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the
Corporation, the holders of shares of Common Stock shall be treated equally, identically and ratably, on a per share basis, and
shall be entitled to receive an equal amount per share of all the assets of the Corporation of whatever kind available for
distribution to holders of shares of capital stock of the Corporation after payment or provision for payment of the debts and
liabilities of the Corporation and subject to the payment in full of the preferential or other amounts to which any series of
Preferred Stock are entitled; provided, however, that for the avoidance of doubt, consideration to be received by a
holder of Common Stock in connection with any liquidation, dissolution or winding up pursuant to any bona fide employment,
consulting, severance or similar services arrangement shall not be deemed to be consideration received in respect of shares of
Common Stock pursuant to this section.
3
(e) Change
of Control. In the event of a Change of Control Transaction, shares of Common Stock shall be treated equally, identically and shall
share ratably, on a per share basis, and shall be entitled to receive an equal amount per share of any consideration into which such shares
are converted or any consideration paid or otherwise distributed to holders of Common Stock; provided, however*,* that
consideration to be received by a holder of Common Stock in connection with any liquidation, dissolution or winding up pursuant to any
bona fide employment, consulting, severance or similar services arrangement shall not be deemed to be consideration received in respect
of shares of Common Stock pursuant to this section.
(f) No
Preemptive or Subscription Rights. No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.
**ARTICLE VI****PREFERRED STOCK**
(a) The
Board is hereby empowered, without any action or vote by the Corporation’s stockholders (except as may otherwise be provided by
the terms of any series of Preferred Stock then outstanding), to authorize by resolution or resolutions from time to time to expressly
authorized to provide for the issuance in one or more classes or series of Preferred Stock, and to fix such voting powers, full or limited,
or no voting powers, and such designations, powers, preferences and relative, participating, optional or other special rights, if any,
and such qualifications, limitations or restrictions thereof, if any, with respect to each such series of Preferred Stock and the number
of shares constituting each such series, and to increase or decrease the number of shares of any such series to the extent permitted by
the DGCL, as shall be set forth in a certificate of designations adopted by the Board and filed in accordance with the DGCL.
4
(b) Power
to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell
all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the
Board shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or
sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law,
the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and
for such consideration, as the Board shall from time to time, in its discretion, determine, whether or not less consideration could be
paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.
**ARTICLE VII****BOARD OF DIRECTORS**
(a) Number
of Directors; Composition of the Board. The business and affairs of the Corporation shall be managed by or under the direction of
the Board. Subject to the rights of holders of any series of Preferred Stock, the number of directors that constitute the Board shall
be as from time to time fixed by, or in the manner provided in, the Bylaws.
5
(b) Election;
Term. Before the Voting Threshold Date, subject to the Stockholders’ Agreement and the rights, if any, of the holders of any
series of Preferred Stock to elect directors, elections of the members of the Board shall be held annually at the annual meeting of stockholders
and each member of the Board shall hold office until the next annual meeting of stockholders and until such director’s successor
is elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Elections of the members
of the Board need not be by written ballot unless the Bylaws shall so provide.
(c) Classified
Board. Subject to the Stockholders’ Agreement and the rights, if any, of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances, from and after the Voting Threshold Date, the directors shall be divided, with respect
to the time for which they severally hold office, into three classes, designated as Class I, Class II and Class III, respectively
(the “***Classified Board***”) provided, however, that such classification will not take effect if,
prior to the time it would otherwise become effective, our Board, by the affirmative vote of a majority of the directors then in office,
elects not to effect such classification (the “***Opt-Out Election***”). The Opt-Out Election may be exercised only
once, and if the Board does not make the Opt-Out Election prior to the time the Classified Board would otherwise become effective, the
right to make the Opt-Out Election shall expire and be of no further force or effect, and the Classified Board shall become effective
in accordance with the terms of this provision without any further action by the Board. The Board may assign members of the Board in office
immediately prior to the Classified Board becoming effective to the several classes of the Classified Board, which assignments shall become
effective at the same time the Classified Board becomes effective. Directors shall be assigned to each class in accordance with a resolution
or resolutions adopted by a majority of the Board, with the number of directors in each class to be divided as nearly equal as reasonably
possible. The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting of stockholders
following the date on which the Classified Board becomes effective, the initial term of office of the Class II directors shall expire
at the Corporation’s second annual meeting of stockholders following the date on which the Classified Board becomes effective, and
the initial term of office of the Class III directors shall expire at the Corporation’s third annual meeting of stockholders
following the date on which the Classified Board becomes effective. At each annual meeting of stockholders following the date on which
the Classified Board becomes effective, directors elected to succeed those directors of the class whose terms then expire shall be elected
for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Each director shall hold office
until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification
or removal from office. If the number of directors is thereafter changed, any newly created directorships or decrease in directorships
shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable. No decrease in the number
of directors constituting the Board shall shorten the term of any incumbent director.
6
(d) Removal
of Directors. Notwithstanding anything in this ARTICLE VII to the contrary, subject to the Stockholders’ Agreement and
the rights, if any, of the holders of any series of Preferred Stock with respect to directors elected thereby, before the Voting Threshold
Date, directors may be removed from office at any time, with or without cause, and only by the affirmative vote of the holders of at least
a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote on the election of the
directors. After the Voting Threshold Date, no director may be removed except for cause and only by the affirmative vote of the holders
of at least a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation then entitled to vote
at an election of directors.
(e) Vacancies
and Newly Created Directorships. Subject to the Stockholders’ Agreement and the terms, if any, of any one or more classes or
series of Preferred Stock, (i) any vacancy on the Board that results from an increase in the number of directors may be filled by
the affirmative vote of a majority of the directors then in office, provided that a quorum is present, and (ii) any other vacancy
occurring on the Board may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum,
or by the sole remaining director. To the extent applicable, any director of any class elected to fill a vacancy resulting from an increase
in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director
elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of such
director’s predecessor.
(f) Director
Authority. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless,
to the provisions of the DGCL, this Amended and Restated Certificate of Incorporation, and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.
(g) Written
Ballot. Elections of directors need not be by written ballot unless the Bylaws shall so provide.
7
(h) Plurality
Voting. The Bylaws shall set forth the vote required for the election of directors. If not set forth in the Bylaws, directors shall
be elected by a plurality of the votes cast by the shares entitled to vote in such election.
**ARTICLE VIII****INDEMNIFICATION**
(a) Limited
Liability. No director or Officer (as defined below) shall be personally liable to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director or Officer, except for liability of: (i) a director or Officer for any
breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders; (ii) a director or Officer
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) a director under
Section 174 of the DGCL; (iv) a director or Officer for any transaction from which the director or Officer derived an improper
personal benefit or (v) an Officer in any action by or in the right of the Corporation. Any amendment, repeal or elimination of this
ARTICLE VIII shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment,
repeal or elimination. All references in this ARTICLE VIII to an “Officer” shall mean only a person who, at the time
of an act or omission as to which liability is asserted, falls within the meaning of the term “officer” as defined in Section 102(b)(7) of
the DGCL.
(b) Right
to Indemnification.
(i) The
Corporation shall indemnify, to the fullest extent authorized or permitted by law, as now or hereafter in effect, any director or Officer
who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “***Proceeding***”) by reason of the fact that he or she is or
was a director or Officer, or is or was serving at the request of the Corporation as a director or Officer, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with any such Proceeding, and such right to indemnification shall continue as to a person who has ceased to be a director or Officer of
the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify
any director or Officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. The right to indemnification
conferred by this ARTICLE VIII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf
of the director or Officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is
not entitled to be indemnified by the Corporation under this ARTICLE VIII.
8
(ii) The
Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred in this ARTICLE VIII to directors and Officers of
the Corporation.
(iii) The
rights to indemnification and to the advancement of expenses conferred in this ARTICLE VIII shall not be exclusive of any other right
which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation,
any statute, agreement, vote of stockholders or disinterested directors or otherwise.
(c) Insurance.
The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, Officer, employee
or agent of the Corporation (or is or was serving at the request of the Corporation as a director, Officer, employee or agent of any other
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) against any expense, liability or loss incurred
by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under applicable law.
(d) Preservation
of Rights. Neither any amendment nor repeal of this ARTICLE VIII, nor the adoption of any provision of this Amended and Restated
Certificate of Incorporation inconsistent with this ARTICLE VIII, shall eliminate or reduce the effect of this ARTICLE VIII,
in respect of any matter occurring, or any action or Proceeding accruing or arising or that, but for this ARTICLE VIII, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
**ARTICLE IX****STOCKHOLDER MEETINGS**
(a) Annual
Meetings. An annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly
come before the meeting shall be held at such place, on such date, and at such time as the Board shall determine.
(b) Special
Meetings. Subject to the rights of holders of any series of Preferred Stock, special meetings of stockholders for any purpose or purposes
may be called at any time only by the Chairperson of the Board, the Chief Executive Officer of the Corporation or a majority of the directors
then in office, and may not be called by any other person or persons. The ability of the stockholders to call a special meeting of the
stockholders is hereby specifically denied. Business transacted at any special meeting of stockholders shall be limited to the purpose
or purposes stated in the notice of meeting.
9
(c) Action
by Written Consent. Subject to the terms of any series of Preferred Stock, for so long as the Permira Stockholder and the AFT Stockholder
collectively own (directly and indirectly) at least fifty percent (50%) of the voting power of the then outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors, any action that is required or permitted to be taken by the stockholders
of the Corporation may be effected by consent in lieu of a meeting. If the Permira Stockholder and the AFT Stockholder no longer beneficially
own (directly or indirectly) at least 50% of the shares of stock of the Corporation entitled to vote generally in the election of directors,
any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special
meeting of the stockholders of the Corporation and may not be effected by any consent in lieu of a meeting.
(d) Location
of Meetings. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books and
records of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or
places as may be designated from time to time by the Board or in the Bylaws.
10
**ARTICLE X****BYLAWS**
In furtherance and not in limitation of the powers
conferred upon it by the laws of the State of Delaware, the Board shall have the power to adopt, amend, alter or repeal the Corporation’s
Bylaws. Subject to the Stockholders’ Agreement, the affirmative vote of at least a majority of the entire Board shall be required
to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws also may be adopted, amended, altered
or repealed by the affirmative vote of the holders of at least two-thirds of the voting power of the shares entitled to vote at an election
of directors.
**ARTICLE XI**
**EXCLUSIVE
FORUM**
Unless the Corporation consents in writing to the
selection of an alternative forum (an “***Alternative Forum Consent***”), the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought
on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current
or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders,
(iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent
of the Corporation arising out of or relating to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or
Bylaws (each, as in effect from time to time), or (iv) any action asserting a claim against the Corporation or any current or former
director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, the foregoing provision shall not apply to (a) any action brought to enforce any liability
or duty created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction, or (b) any action
asserting a claim arising under the Securities Act and provided further, that, in the event that the Court of Chancery of the State
of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding
shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery of the State
of Delaware (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by
the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant
therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall,
to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a claim arising
under the Securities Act. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation
shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any
person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed
to have notice of and consented to the provisions of this ARTICLE XI; however, such person or entity cannot waive compliance with
the federal securities laws and the rules and regulations thereunder. The existence of any prior Alternative Forum Consent shall
not act as a waiver of the Corporation’s ongoing consent right as set forth above in this ARTICLE XI with respect to any current
or future actions or claims.
11
**ARTICLE XII****AMENDMENTS**
Subject to the Stockholders’ Agreement, the
Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation
in the manner now or hereafter prescribed in this Amended and Restated Certificate of Incorporation, the Corporation’s Bylaws or
the DGCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however,
that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation (and in addition to any other vote
that may be required by law), the affirmative vote of the holders of at least two-thirds of the voting power of the shares entitled to
vote at an election of directors shall be required to amend, alter, change or repeal, or to adopt any provision as part of this Amended
and Restated Certificate of Incorporation inconsistent with the purpose and intent of ARTICLES V, VII, ARTICLE VIII, ARTICLE IX,
ARTICLE X, ARTICLE XI, ARTICLE XIII, ARTICLE XIV or this ARTICLE XII (or any applicable definitions from ARTICLE XV)
of this Amended and Restated Certificate of Incorporation.
**ARTICLE XIII**
**Miscellaneous**
(a) Section 203
of the DGCL. The Corporation shall not be governed by Section 203 of the DGCL (or any successor provision thereto) (“***Section 203***”),
and the restrictions contained in Section 203 shall not apply to the Corporation, until immediately following the time at which all
of the following conditions exist (if ever): (i) Section 203 by its terms would, but for the provisions of this Section, apply
to the Corporation and (ii) the Permira Stockholder and its Affiliates and associates beneficially own less than five percent (5%)
of shares of Common Stock held by Permira and its Affiliates as of the date hereof, whereupon the Corporation shall thereafter be governed
by Section 203 if and for so long as Section 203 by its terms shall apply to the Corporation.
12
(b) Interested
Stockholder Transactions. Notwithstanding the foregoing, unless and until all of the conditions set forth in clauses (i) and
(ii) of Section A of this ARTICLE XIII exist (if ever), the Corporation shall not engage in any Business Combination (as
defined below), at any point in time at which any class of the Corporation’s Common Stock is registered under Section 12(b) or
12(g) of the Exchange Act, with any Interested Stockholder (as defined below) for a period of three years following the time that
such stockholder became an Interested Stockholder, unless:
(i) prior
to such time, the Board approved either the Business Combination or the transaction that resulted in the stockholder becoming an Interested
Stockholder;
(ii) upon
consummation of the transaction that resulted in the stockholder becoming an Interested Stockholder, the Interested Stockholder owned
at least eighty-five percent (85%) of the voting stock of the Corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the Interested Stockholder) those
shares owned by (a) Persons who are directors and also officers and (b) employee stock plans in which employee participants
do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;
or
(iii) at
or subsequent to such time, the Business Combination is approved by the Board and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least sixty-six and two-third percent (66 2/3%) of the outstanding voting stock
of the Corporation which is not owned by the Interested Stockholder.
(c) Definitions. For
purposes of this ARTICLE XIII, references to:
(i) “***associate***,”
when used to indicate a relationship with any Person, means: (a) any corporation, partnership, unincorporated association, or other
entity of which such Person is a director, officer, or partner or is, directly or indirectly, the owner of twenty percent (20%) or more
of the voting power thereof; (b) any trust or other estate in which such Person has at least a twenty percent (20%) beneficial interest
or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or
any relative of such spouse, who has the same residence as such Person.
13
(ii) “***Business
Combination***” means (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary
of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested
Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary
of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value
of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all then outstanding shares of
capital stock of the Corporation.
(iii) **“*Interested
Stockholder*”** means any Person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation)
that (a) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation, or (b) is an Affiliate
or associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation
at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an
Interested Stockholder, and the Affiliates and associates of such Person. Notwithstanding anything in this ARTICLE XIII to the contrary,
the term “***Interested Stockholder***” shall not include (x) the Permira Stockholder, or any other Person with
whom the Permira Stockholder is acting as a group or in concert for the purpose of acquiring, holding, voting, or disposing of shares
of voting stock of the Corporation or (y) any other Person who acquires voting stock of the Corporation directly from the Permira
Stockholder (excluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’s transaction
executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering). For the purpose
of determining whether a person is an Interested Stockholder, the voting stock of the Corporation deemed to be outstanding shall include
capital stock deemed to be owned by the Person through application of the definition of “owner” below but shall not include
any other unissued capital stock of the Corporation which may be issuable pursuant to any agreement, arrangement, or understanding, or
upon exercise of conversion rights, warrants, or options, or otherwise.
14
(iv) “***owner***,”
including the terms “***own***” and “***owned***,” when used with respect to any stock, means
a Person that individually or with or through any of its Affiliates or associates:
(1) beneficially
owns such stock, directly or indirectly;
(2) has
(i) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to
any agreement, arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; *provided, however*, that a Person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by
such Person or any of such Person’s Affiliates or associates until such tendered stock is accepted for purchase or exchange; or
(ii) the right to vote such stock pursuant to any agreement, arrangement, or understanding; *provided, however*, that a Person
shall not be deemed the owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement, or understanding
to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or
more Persons; or
(3) has
any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy
or consent as described in clause (ii) of paragraph (2) above), or disposing of such stock with any other Person that beneficially
owns, or whose Affiliates or associates beneficially own, directly or indirectly, such stock.
(v) “***Person***”
means any individual, corporation, partnership, limited liability company, unincorporated association or other entity.
(vi) “***voting
stock***” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any
entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity.
Every reference to a percentage of voting stock shall refer to such percentages of the votes of such voting stock.
15
**ARTICLE XIV**
**COMPETITION
AND CORPORATE OPPORTUNITIES**
(a) Certain
Acknowledgement. In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives
of the Permira Stockholder may serve as directors, officers or agents of the Corporation (ii) the Permira Stockholder may now engage
and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly
or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly
or indirectly, may engage, and (iii) members of the Board who are not employees of the Corporation (“***Non-Employee Directors***”)
and their respective Affiliates (as defined below) may now engage and may continue to engage in the same or similar activities or related
lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap
with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this ARTICLE XIV are set
forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business
opportunities as they may involve the Permira Stockholder, the Non-Employee Directors or their respective Affiliates and the powers, rights,
duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.
(b) Competition
and Corporate Opportunities; Renouncement. None of (i) Permira Stockholder or (ii) any Non-Employee Director or such person’s
Affiliates (such Persons identified in (i) and (ii) above being referred to, collectively, as “***Exempt Persons***”
and, individually, as an “***Exempt Person****”*) shall, to the fullest extent permitted by law, have any duty
to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the
Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of
its Affiliates, and, to the fullest extent permitted by law, no Exempt Person shall be liable to the Corporation or its stockholders or
to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Exempt Person engages in any
such activities; this item (2) shall not absolve such Exempt Person of liability for any misuse or disclosure of the Corporation’s
confidential information in connection with such activities. To the fullest extent permitted by Section 122(17) of the DGCL, the
Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity
that may be a corporate opportunity for an Exempt Person and the Corporation or any of its Affiliates, except as provided in Section (c) of
this ARTICLE XIV or with the express written consent of the Permira Stockholder. Subject to Section (C) of this ARTICLE XIV,
in the event that any Exempt Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate
opportunity for itself, herself or himself, or any of its or their Affiliates, and the Corporation or any of its Affiliates, such Exempt
Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity
to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its
stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation
solely by reason of the fact that such Exempt Person pursues or acquires such corporate opportunity for itself, herself or himself, or
offers or directs such corporate opportunity to another Person.
16
(c) Allocation
of Corporate Opportunities. The Corporation does not renounce its interest in any corporate opportunity offered to any Exempt Person
(including any Non-Employee Director who serves as an officer of the Corporation) if such opportunity is solely created or developed by
an Exempt Person in such person’s capacity as a director or officer of the Corporation, and the provisions of Section (b) of
this ARTICLE XIV shall not apply to any such corporate opportunity.
(d) Certain
Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this ARTICLE XIV,
a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity
that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature,
is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which
the Corporation has no interest or reasonable expectancy.
(e) Definitions.
For purposes of this ARTICLE XIV, “***Affiliate***” shall mean (a) in respect of the Permira Stockholder,
any Person that, directly or indirectly, is controlled by the Permira Stockholder, controls the Permira Stockholder or is under common
control with the Permira Stockholder and shall include any principal, member, director, manager, partner, stockholder, officer, employee
or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (b) in
respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the
Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly
or indirectly, is controlled by the Corporation.
17
(f) Notice
of this Article. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of
capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this ARTICLE XIV.
(g) Effect
of Amendments. Any amendment, repeal or modification of this ARTICLE XIV, or the adoption of any provision of this Amended and
Restated Certificate of Incorporation inconsistent with this ARTICLE XIV, shall not adversely affect any right or protection of any
officer, director or stockholder of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification
or adoption.
**ARTICLE XV**
**DEFINITIONS**
(a) “***Affiliate***”
shall mean, with respect to any person, any other person who or which, directly or indirectly, controls, is controlled by, or is under
common control with such specified person.
(b) “***AFT
Stockholder***” shall mean the Aflalo Family Trust.
(c) “***beneficial
ownership***” or “***beneficially own***” shall have the meaning as defined under Rule 13d-3 and Rule 13d-6
of the Exchange Act.
(d) “***Bylaws***”
shall mean the Amended and Restated Bylaws of the Corporation, as amended from time to time.
(e) “***Change
of Control Transaction***” shall mean (i) the sale, transfer or other disposition of all or substantially all of the assets
of the Corporation other than to a subsidiary or (ii) the merger, consolidation, business combination or other similar transaction
of the Corporation with or into any other entity (except one in which the holders of capital stock of the Corporation immediately prior
to such merger or consolidation and/or the Affiliates of such holders collectively continue to hold at least a majority of the voting
power of the capital stock of the surviving entity).
18
(f) “***Exchange
Act***” shall mean the Securities Exchange Act of 1934, as amended.
(g) “***Permira
Stockholder***” shall mean Refo SCSp, a *société en commandite spéciale* organized under Luxembourg
law.
(h) “***Securities
Act***” shall mean the Securities Act of 1933, as amended.
(i) “***Stockholders’
Agreement***” shall mean the Amended and Restated Stockholders’ Agreement of the Corporation.
(j) “***Voting
Threshold Date***” shall mean 5:00 p.m. (Eastern Time) on the first date on which the Permira Stockholder holds less
than 20% of the then outstanding shares of capital stock of the Corporation.
19
IN WITNESS WHEREOF, this Amended
and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation as of [
- ], 2026.
REFORMATION INC.
By:
Name: Hali Borenstein Title: Chief Executive Officer
**SIGNATURE PAGE TO REFORMATION
INC.**
**AMENDED AND RESTATED CERTIFICATE OF INCORPORATION**
---
## EXHIBIT 3.4
SEC source: [tm2513004d11_ex3-4.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex3-4.htm)
**Exhibit 3.4**
AMENDED AND RESTATED
BYLAWS
OF
REFORMATION INC.
A Delaware Corporation
Effective [
- ], 2026
**TABLE OF CONTENTS**
| Line item | Article I OFFICES | Page |
| --- | --- | --- |
| Section 1.1 | Registered Office | 1 |
| Section 1.2 | Other Offices | 1 |
| | Article II MEETINGS OF STOCKHOLDERS | |
| Section 2.1 | Place of Meetings | 1 |
| Section 2.2 | Annual Meetings | 2 |
| Section 2.3 | Special Meetings | 2 |
| Section 2.4 | Notice of Stockholders’ Meetings | 2 |
| Section 2.5 | Quorum | 3 |
| Section 2.6 | Nature of Business at Annual Meetings of Stockholders | 3 |
| Section 2.7 | Nomination of Directors | 6 |
| Section 2.8 | Adjournments and Postponements | 8 |
| Section 2.9 | Voting | 9 |
| Section 2.10 | Proxies | 9 |
| Section 2.11 | Consent of Stockholders in Lieu of Meeting | 11 |
| Section 2.12 | List of Stockholders Entitled to Vote | 12 |
| Section 2.13 | Record Date | 12 |
| Section 2.14 | Stock Ledger | 13 |
| Section 2.15 | Conduct of Meetings | 13 |
| Section 2.16 | Inspectors of Election | 14 |
| | Article III DIRECTORS | |
| Section 3.1 | Duties and Powers | 14 |
| Section 3.2 | Number and Election of Directors | 14 |
| Section 3.3 | Vacancies | 15 |
| Section 3.4 | Meetings | 15 |
| Section 3.5 | Organization | 16 |
| Section 3.6 | Resignations and Removals of Directors | 16 |
| Section 3.7 | Quorum | 17 |
| Section 3.8 | Actions of the Board by Written Consent | 17 |
| Section 3.9 | Meetings by Means of Conference Telephone | 18 |
| Section 3.10 | Committees | 18 |
| Section 3.11 | Subcommittees | 19 |
| Section 3.12 | Compensation | 19 |
| Section 3.13 | Interested Directors | 20 |
| Line item | Article IV EMERGENCY BYLAW PROVISIONS | |
| --- | --- | --- |
| Section 4.1 | Emergency Provisions | 21 |
| Section 4.2 | Emergency Powers | 21 |
| Section 4.3 | Meetings of the Board and Committees | 21 |
| Section 4.4 | Quorum; Manner of Acting | 22 |
| Section 4.5 | Officers’ Succession | 22 |
| Section 4.6 | Change of Office | 22 |
| Section 4.7 | Liability | 22 |
| Section 4.8 | Other Actions | 23 |
| Section 4.9 | Termination; Amendment | 23 |
| | Article V OFFICERS | |
| Section 5.1 | General | 24 |
| Section 5.2 | Election | 24 |
| Section 5.3 | Resignation; Removal | 25 |
| Section 5.4 | Voting Securities Owned by the Corporation | 25 |
| Section 5.5 | Chairperson of the Board | 26 |
| Section 5.6 | Other Officers | 26 |
| | Article VI STOCK | |
| Section 6.1 | Shares of Stock | 26 |
| Section 6.2 | Signatures | 27 |
| Section 6.3 | Lost Certificates | 27 |
| Section 6.4 | Transfers | 28 |
| Section 6.5 | Dividend Record Date | 28 |
| Section 6.6 | Record Owners | 28 |
| Section 6.7 | Transfer and Registry Agents | 28 |
| | Article VII NOTICES | |
| Section 7.1 | Notices | 29 |
| Section 7.2 | Waivers of Notice | 29 |
ii
| Line item | Article VIII GENERAL PROVISIONS | |
| --- | --- | --- |
| Section 8.1 | Dividends | 30 |
| Section 8.2 | Disbursements | 30 |
| Section 8.3 | Fiscal Year | 30 |
| Section 8.4 | Corporate Seal | 30 |
| | Article IX INDEMNIFICATION | |
| Section 9.1 | Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation | 31 |
| Section 9.2 | Authorization of Indemnification | 32 |
| Section 9.3 | Indemnification of Others | 32 |
| Section 9.4 | Good Faith Defined | 33 |
| Section 9.5 | Indemnification by a Court | 34 |
| Section 9.6 | Expenses Payable in Advance | 34 |
| Section 9.7 | Nonexclusivity of Indemnification and Advancement of Expenses | 35 |
| Section 9.8 | Insurance | 36 |
| Section 9.9 | Certain Definitions | 36 |
| Section 9.10 | Survival of Indemnification and Advancement of Expenses | 37 |
| Section 9.11 | Limitation on Indemnification | 37 |
| | Article X FORUM FOR ADJUDICATION OF CERTAIN DISPUTES | |
| Section 10.1 | Forum for Adjudication of Certain Disputes | 38 |
| | Article XI AMENDMENTS | |
| Section 11.1 | Amendments | 39 |
| Section 11.2 | Entire Board | 39 |
iii
BYLAWS
OF
REFORMATION INC.
(hereinafter called the “Corporation”)
**Article I**
OFFICES
Section 1.1 Registered Office. The registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801.
The name of its registered agent at such address is The Corporation Trust Company.
Section 1.2 Other Offices. The Corporation may also have offices
at such other places, both within and outside the State of Delaware, as the Board of Directors of the Corporation (the “Board”)
may from time to time determine.
**Article II**MEETINGS
OF STOCKHOLDERS
Section 2.1 Place of Meetings. Meetings of stockholders for
the election of directors or for any other purpose shall be held at such time and place, either within or outside the State of Delaware,
as shall be determined by the Board. The Board may, in its sole discretion, determine that a meeting of the stockholders shall not be
held at any place, but may instead be held solely by means of remote communication in the manner authorized by Section 211 of the
Delaware General Corporation Law (the “DGCL”).
Section 2.2 Annual Meetings. The Annual Meeting of Stockholders
for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board. Any other
proper business may be transacted at the Annual Meeting of Stockholders.
Section 2.3 Special Meetings. Unless otherwise required by
law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”),
Special Meetings of Stockholders, for any purpose or purposes, may be called at any time only by the Chairperson of the Board, the Chief
Executive Officer of the Corporation or a majority of the directors then in office and shall be called by any such person at the request
in writing of (i) the Board or (ii) a committee of the Board that has been duly designated by the Board and whose powers and
authority include the power to call such meetings. Such request shall state the purpose or purposes of the proposed meeting. At a Special
Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).
Section 2.4 Notice of Stockholders’ Meetings. Whenever
stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with Section 232
of the DGCL, and such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any,
by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining
the stockholders entitled to vote at such meeting, if such date is different from the record date for determining stockholders entitled
to notice of such meeting and, in the case of a Special Meeting of Stockholders, the purpose or purposes for which the meeting is called.
Unless otherwise required by law or the Certificate of Incorporation, notice of any Annual Meeting of Stockholders or Special Meeting
of Stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of such meeting.
2
Section 2.5 Quorum. Except as otherwise required by law, the
Certificate of Incorporation or these Bylaws, the holders of a majority of the Corporation’s capital stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders
for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than
a quorum. If, however, such quorum shall not be present or represented at any Annual Meeting of Stockholders or Special Meeting of Stockholders,
the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time
to time, in the manner provided in Section 2.6, until a quorum shall be present or represented.
Section 2.6 Nature of Business at Annual Meetings of Stockholders.
Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 2.7)
may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual
Meeting of Stockholders by or at the direction of the Board (or any duly authorized committee thereof), or (c) otherwise properly
brought before the Annual Meeting of Stockholders by any stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 2.6 and on the record date for the determination of stockholders
entitled to notice of and to vote at such Annual Meeting of Stockholders and (ii) who complies with the notice procedures set forth
in this Section 2.6. In addition to any other applicable requirements, for business to be properly brought before an Annual
Meeting of Stockholders by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary
of the Corporation.
3
To be timely, a stockholder’s notice to the
Secretary must be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not less
than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual
Meeting of Stockholders; provided, however, that in the event that the Annual Meeting of Stockholders is called for a date
that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be
so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual
Meeting of Stockholders was mailed or such public disclosure of the date of the Annual Meeting of Stockholders was made, whichever first
occurs. In no event shall the adjournment or postponement of an Annual Meeting of Stockholders, or the public announcement of such an
adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as
described above.
To be in proper written form, a stockholder’s
notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before
the Annual Meeting of Stockholders, a brief description of the business desired to be brought before the Annual Meeting of Stockholders
and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if
such business includes a proposal to amend these Bylaws, the text of the proposed amendment), and the reasons for conducting such business
at the Annual Meeting of Stockholders, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf
the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of
stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the
name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates
or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether
and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction
has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation
and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position
or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or
associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock
price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary
or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a
description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates
or associates of such person, and any other person or persons (including their names) in connection with or relating to (A) the Corporation
or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates
or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at
the Annual Meeting of Stockholders to bring such business before the meeting, and (v) any other information relating to such person
that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of
proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting of Stockholders pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
promulgated thereunder.
4
A
stockholder providing notice of business proposed to be brought before an Annual Meeting of Stockholders shall further update and supplement
such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.6 shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting of Stockholders
and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of
the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice
of the Annual Meeting of Stockholders.
No
business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting of Stockholders in
accordance with the procedures set forth in this Section 2.6; provided, however, that, once business
has been properly brought before the Annual Meeting of Stockholders in accordance with such procedures, nothing in this Section 2.6 shall be deemed to preclude discussion by any stockholder of any such business.
5
Section 2.7 Nomination of Directors. Other than those directors
nominated with that certain amended and restated Stockholders’ Agreement entered into by and among the Corporation and certain stockholders
(the “Stockholders’ Agreement”) or as may be otherwise provided in the Certificate of Incorporation, only persons who
are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations
of persons for election to the Board may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called
for the purpose of electing directors.
To be timely, a stockholder’s notice to the
Secretary must be received by the Secretary at the principal executive offices of the Corporation (a) in the case of an Annual Meeting
of Stockholders, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately
preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting of Stockholders is
called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to
be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the
date of the Annual Meeting of Stockholders was mailed or such public disclosure of the date of the Annual Meeting of Stockholders was
made, whichever first occurs; and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors,
not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting of Stockholders
was mailed or public disclosure of the date of the Special Meeting of Stockholders was made, whichever first occurs. In no event shall
the adjournment or postponement of an Annual Meeting of Stockholders or a Special Meeting of Stockholders called for the purpose of electing
directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for
the giving of a stockholder’s notice to the Secretary as described above.
6
To be in proper written form, a stockholder’s
notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate
for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation
or employment of such person, (iii) a written questionnaire, in the form required by the Secretary of the Corporation, with respect
to the background and qualifications of such nominee and the background and other relevant facts about any other person or entity on whose
behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), (iv) (A) the class
or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates
or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but
not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation
held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of
such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or
on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate
loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase
or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect
to stock of the Corporation, (v) such person’s written representation and agreement that such person (A) is not and will
not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or
entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (B) is not
and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect
to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation
that has not been disclosed to the Corporation in such representation and agreement, (C) in such person’s individual capacity,
would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality,
corporate governance, conflict of interest, Regulation FD (Fair Disclosure), code of conduct and ethics, and stock ownership and trading
policies and guidelines of the Corporation and (D) such person’s written undertaking, if elected as a director of the Corporation,
to submit a conditional letter of resignation upon election, the effectiveness of such resignation to be conditioned on a finding by a
court of competent jurisdiction that such person, in their capacity as a director of the Corporation, intentionally disclosed confidential
information to third parties in breach of such person’s confidentiality obligations to the Corporation under applicable law, any
applicable agreement or any policies or guidelines of the Corporation and (vi) any other information relating to such person that
would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name
and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; (ii) (A) the
class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any
affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but
not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held
by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest,
hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of
such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement
or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or
on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate
loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase
or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect
to stock of the Corporation; (iii) a description of (A) all agreements, arrangements, or understandings (whether written or
oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of
such proposed nominee, (B) all agreements, arrangements, or understandings (whether written or oral) between such person, or any
affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are
being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (C) any
material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit
therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice
intends to appear in person or by proxy at the Annual Meeting of Stockholders or Special Meeting of Stockholders to nominate the persons
named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must include all other information required by Rule 14a-19
under the Exchange Act and must be accompanied by a written consent of each proposed nominee to being named as a nominee in any proxy
statement relating to the Annual Meeting of Stockholders or Special Meeting of Stockholders, as applicable, and to serve as a director
if elected. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require, including
such information as may be necessary or appropriate to determine the eligibility of such proposed nominee to serve as an independent director
of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of
such proposed nominee.
7
A
stockholder providing notice of any nomination proposed to be made at an Annual Meeting of Stockholders or Special Meeting of Stockholders
shall further update and supplement such notice, (i) if necessary, so that the information provided or required to be provided in
such notice pursuant to this Section 2.7 shall be true and correct as of the record date for determining the
stockholders entitled to receive notice of the Annual Meeting of Stockholders or Special Meeting of Stockholders, and such update and
supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days
after the record date for determining the stockholders entitled to receive notice of such Annual Meeting of Stockholders or Special
Meeting of Stockholders and (ii) to provide evidence that the stockholder providing notice of any nomination has solicited proxies
from holders representing at least two-thirds of the voting power of the shares entitled to vote in the election of directors, and such
update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation
not later than five (5) business days after the stockholder files a definitive proxy statement in connection with such Annual Meeting
of Stockholders or Special Meeting of Stockholders.
Except
as otherwise may be provided in the Stockholders’ Agreement or the Certificate of Incorporation, no person shall be eligible for
election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.7.
If the person presiding over a meeting of stockholders determines that a nomination was not made in accordance with the foregoing procedures
or that the solicitation in support of the nominees other than the Corporation’s nominees was not conducted in compliance with Rule 14a-19
under the Exchange Act, such presiding person shall declare at the meeting of stockholders that the nomination was defective and such
defective nomination shall be disregarded.
Section 2.8 Adjournments and Postponements. Any Annual Meeting
of Stockholders or Special Meeting of Stockholders may be adjourned or postponed from time to time by the person presiding over such meeting
or by the Board, without the need for approval thereof by stockholders to reconvene or convene, respectively at the same or some other
place. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides)
any previously scheduled meeting of the stockholders may be canceled, by resolution of the Board before the time previously scheduled
for such meeting of the stockholders. When a meeting is adjourned to another time or place (including an adjournment taken to address
a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if
the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed
to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed,
during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate
in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Section 2.4.
At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment
or postponement is for more than thirty (30) days, a notice of the adjourned meeting in accordance with the requirements of Section 2.4 hereof shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for
stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting
in accordance with Section 2.13 and Section 213(a) of the DGCL, and shall give notice of the adjourned meeting to each
stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. If
a meeting is postponed, notice of the new meeting shall be given in accordance with Section 222(b) of the DGCL.
8
Section 2.9 Voting. Unless otherwise required by law, the
Certificate of Incorporation or these Bylaws, or permitted by the rules and regulations of any securities exchange or quotation system
on which the securities of the Corporation are listed or quoted for trading, any question brought before any Annual Meeting of Stockholders
or Special Meeting of Stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of
the total number of votes of the Corporation’s capital stock present at the meeting in person or represented by proxy and entitled
to vote on such question, voting together as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject
to Section 2.10(i), each stockholder represented at any Annual Meeting of Stockholders or Special Meeting of
Stockholders and entitled to vote at the meeting shall be entitled to cast one (1) vote for each share of the capital stock entitled to
vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 2.10. The Board,
in its discretion, or the person presiding over any Annual Meeting of Stockholders or Special Meeting of Stockholders, in his or her discretion,
may require that any votes cast at such meeting shall be cast by written ballot.
Section 2.10 Proxies. Each stockholder entitled to vote at
any Annual Meeting of Stockholders or Special Meeting of Stockholders may authorize another person or persons to act for such stockholder
as proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.
A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient
in law to support an irrevocable power. A proxy may be irrevocable regardless of whether the interest with which it is coupled is an interest
in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending
the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Without
limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following
shall constitute a valid means by which a stockholder may grant such authority:
(i) A stockholder, or such stockholder’s authorized officer, director, employee or agent, may execute a document, as such term
is defined in Section 116(a) of the DGCL, authorizing another person or persons to act for such stockholder as proxy.
9
(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission
of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service
organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that
any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was
authorized by the stockholder. If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such
other persons making that determination shall specify the information on which they relied.
(iii) The authorization of a person to act as proxy may be documented, signed and delivered in accordance with Section 116 of the
DGCL, provided that such authorization shall set forth, or be delivered with information enabling the Corporation to determine, the identity
of the stockholder granting such authorization.
Any copy, facsimile telecommunication or other
reliable reproduction of the document (including any electronic transmission) authorizing another person or persons to act as proxy for
a stockholder may be substituted or used in lieu of the original document for any and all purposes for which the original document could
be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction
of the entire original document.
10
Section 2.11 Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual Meeting of Stockholders
or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent
or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the Corporation in accordance with Section 228(d) of the DGCL. A consent must be set forth in
writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to therein unless consents
signed by a sufficient number of holders to take action are delivered to the Corporation in the manner required by this Section 2.11 within sixty (60) days of the first date on which a consent is so delivered to the Corporation. Any person executing a consent may provide,
whether through instruction to an agent or otherwise, that such a consent will be effective at a future time (including a time determined
upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made, if evidence
of such instruction or provision is provided to the Corporation. If the person is not a stockholder of record when the consent is executed,
the consent shall not be valid unless the person is a stockholder of record as of the record date for determining stockholders entitled
to consent to the action. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. Any copy, facsimile
or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes
for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction
of the entire original writing. If an action by consent has been taken by stockholders by less than unanimous consent, prompt notice of
the action by consent shall be given to those stockholders as of the record date for the action by consent who have not consented and
who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of
the meeting had been the record date for the action by consent. Such action shall be provided above in this Section 2.11.
11
Section 2.12 List of Stockholders Entitled to Vote. The Corporation
shall prepare, not later than the tenth (10th) day before each Annual Meeting of Stockholders or Special Meeting of Stockholders, a complete
list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders
entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the
tenth (10th) day before the meeting date. Such list shall be arranged in alphabetical order, and show the address of each stockholder
and the number of shares registered in the name of each stockholder; provided, however, that the Corporation shall not be
required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination
of any stockholder for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date (i) on
a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice
of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that
the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that
such information is available only to stockholders of the Corporation.
Section 2.13 Record
Date.
(a) In
order for the Corporation to determine the stockholders entitled to notice of any Annual Meeting of Stockholders or Special Meeting of
Stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders
entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the
date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of and to vote at any Annual Meeting of Stockholders or Special Meeting of Stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at
any Annual Meeting of Stockholders or Special Meeting of Stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting,
and in such case shall also fix, as the record date for stockholders entitled to notice of such adjourned meeting, the same or an earlier
date as that fixed for determination of stockholders entitled to vote at the adjourned meeting in accordance with the foregoing provisions
of this Section 2.13(a).
(b) In order
that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board may fix a record
date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which
record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board.
If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action without
a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed consent setting
forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Section 228(d) of the DGCL. If
no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which
the Board adopts the resolution taking such prior action.
12
Section 2.14 Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by Section 2.13 or the books and records of the Corporation, or to vote in person or by proxy at any Annual Meeting of Stockholders or Special Meeting
of Stockholders. As used herein, the stock ledger of the Corporation shall refer to one (1) or more records administered by or on behalf
of the Corporation in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered
in the name of each such stockholder, and all issuances and transfer of stock of the Corporation are recorded in accordance with Section 224
of the DGCL. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or
one (1) or more electronic networks of databases (including one (1) or more distributed electronic networks or databases), provided that
the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that
the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record
the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed
by Article 8 of the Uniform Commercial Code.
Section 2.15 Conduct of Meetings. The Board of the Corporation
may adopt by resolution such rules and regulations for the conduct of any Annual Meeting of Stockholders or Special Meeting of Stockholders
as it shall deem appropriate. Meetings of stockholders shall be presided over by the Chairperson of the Board, if one shall have been
elected, or in the absence of the Chairperson of the Board or if one shall not have been elected, any other person as the Board may designate.
Such person shall be the presiding person of the meeting. The Secretary of the Corporation shall act as secretary of the meeting, but
in such person’s absence the presiding person of the meeting may appoint any person to act as secretary of the meeting. Except to
the extent inconsistent with any rules and regulations adopted by the Board, the presiding person of any Annual Meeting of Stockholders
or Special Meeting of Stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations
or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the
following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls
shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the
meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record
of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine;
(v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time
allotted to questions or comments by stockholders. The presiding person at any Annual Meeting of Stockholders or Special Meeting of Stockholders,
in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations
with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted
by the Board or prescribed by such presiding person), shall, if the facts warrant, determine and declare to the meeting that a matter
of business was not properly brought before the meeting in accordance with the procedures set forth in Section 2.6 and, if such presiding person shall determine that any business was not properly brought before the Annual Meeting of Stockholders or
Special Meeting of Stockholders, such presiding person shall so declare at the meeting, and any such matter or business shall not be transacted
or considered. Nothing contained in Section 2.6 shall be deemed to affect any rights of stockholders to request inclusion
of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision
of law).
13
Section 2.16 Inspectors of Election. In advance of any Annual
Meeting of Stockholders or Special Meeting of Stockholders, the Board, by resolution, the Chairperson of the Board or the President shall
appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as
alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at an Annual Meeting of Stockholders
or Special Meeting of Stockholders, the presiding person of the meeting shall appoint one or more inspectors to act at the meeting. Unless
otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering
upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge
of the polls and, when the vote is completed, shall execute and deliver to the Corporation a certificate of the result of the vote taken
and of such other facts as may be required by applicable law.
**Article III**
DIRECTORS
Section 3.1 Duties and Powers. The business and affairs of
the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation except as
may be otherwise required by law, the Certificate of Incorporation, these Bylaws or the rules and regulations of any securities exchange
or quotation system on which the securities of the Corporation are listed or quoted for trading.
Section 3.2 Number and Election of Directors. Unless otherwise
provided in the Certificate of Incorporation, the Board shall consist of not less than one (1) nor more than fifteen (15) members, each
of whom shall be a natural person, the exact number of which shall be determined from time to time by the Board. Except as provided in Section 3.3, directors shall be elected by a plurality of the votes cast at each Annual Meeting of Stockholders
and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor
is duly elected and qualified, or until such director’s earlier death, resignation, retirement, disqualification or removal. Directors
need not be stockholders unless so required by the Certificate of Incorporation.
14
Section 3.3 Vacancies. Unless otherwise required by law, the
Certificate of Incorporation or the Stockholders’ Agreement, any vacancy on the Board that results from an increase in the number
of directors may be filled by a majority of the Board then in office, provided that a quorum is present, and any other vacancy occurring
on the Board may be filled by a majority of the Board then in office, even if less than a quorum, or by a sole remaining director. The
directors so chosen shall (i) in the case of the Board, hold office until the next annual election and until their successors are
duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal and (ii) in the case
of any committee of the Board, shall hold office until their successors are duly appointed by the Board or until their earlier death,
resignation, retirement, disqualification or removal. To the extent the directors are divided into classes, (i) any director of any
class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that
shall coincide with the remaining term of that class and (ii) any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that of his or her predecessor.
Section 3.4 Meetings. The Board and any committee thereof
may hold meetings, both regular and special, either within or outside the State of Delaware. Regular meetings of the Board or any committee
thereof may be held without notice at such time and at such place as may from time to time be determined by the Board or such committee,
respectively. Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer or a majority of
the directors then in office. Special meetings of any committee of the Board may be called by the chairperson of such committee, if there
is one, or a majority of the directors serving on such committee. Notice of any special meeting stating the place, date and hour of the
meeting shall be given to each director (or, in the case of a committee, to each member of such committee) not less than twenty-four (24)
hours before the date of the meeting, by telephone, or in the form of a writing or electronic transmission, or on such shorter notice
as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.
15
Section 3.5 Organization.
At each meeting of the Board or any committee thereof, the Chairperson of the Board or the chairperson of such committee, as the case
may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairperson
of such meeting. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board and of
each committee thereof. In case the Secretary shall be absent from any meeting of the Board or of any committee thereof, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the
Assistant Secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the
foregoing, the members of each committee of the Board may appoint any person to act as secretary of any meeting of such committee and
the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.
Section 3.6 Resignations
and Removals of Directors. Any director of the Corporation may resign from the Board or any committee thereof at any time, by giving
notice in writing or by electronic transmission to the Chairperson of the Board, if there be one, the President or the Secretary of the
Corporation and, in the case of a committee, to the chairperson of such committee, if there be one. Such resignation shall take effect
when delivered or, if such resignation specifies a later effective time or an effective time, determined upon the happening of an event
or events, in which case, such resignation takes effect upon such effective time. Unless otherwise specified in such resignation, the
acceptance of such resignation shall not be necessary to make it effective. A resignation which is conditioned upon the director failing
to receive a specified vote for reelection as a director may provide that it is irrevocable. Except as otherwise required by applicable
law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director may be removed only
in the manner and for the reasons provided in the Certificate of Incorporation. Any director serving on a committee of the Board may
be removed from such committee at any time by the Board.
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Section 3.7 Quorum.
Except as otherwise required by law, or the Certificate of Incorporation, the Stockholders’ Agreement or the rules and regulations
of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, at all meetings
of the Board or any committee thereof, a majority of the entire Board or a majority of the directors constituting such committee, as
the case may be, shall constitute a quorum for the transaction of business and the vote of a majority of the directors or committee members,
as applicable, present at any meeting at which there is a quorum shall be the act of the Board or such committee, as applicable. If a
quorum shall not be present at any meeting of the Board or any committee thereof, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum
shall be present.
Section 3.8 Actions
of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, (a) any action
required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members
of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission and (b) a consent may
be documented, signed and delivered in any manner permitted by Section 116 of the DGCL. Any person, whether or not then a director,
may provide, through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time
determined upon the happening of an event) no later than sixty (60) days after such instruction is given or such provision is made and
such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the
consent prior to such time. Any such consent shall be revocable prior to its becoming effective. After an action is taken, the consent
or consents relating thereto shall be filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper
or electronic form as the minutes are maintained.
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Section 3.9 Meetings
by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, members of the Board,
or any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to
this Section 3.9 shall constitute presence in person at such meeting.
Section 3.10 Committees.
The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member
of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any
securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board may designate
one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any
such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the
Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a
designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at
any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another
qualified member of the Board to act at the meeting in the place of any absent or disqualified member. Any such committee, to the extent
permitted by law and provided in the resolution of the Board establishing such committee, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation
to be affixed to all papers that may require it; provided, however, that no such committee shall have the power or authority
to (i) approve, adopt, or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly
required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend, or repeal any of these Bylaws. Each committee
shall keep regular minutes of its meetings and report to the Board when required. Notwithstanding anything to the contrary contained
in this Article III, the resolution of the Board establishing any committee of the Board and/or the charter of any such committee
may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in
addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution
or charter, the terms of such resolution or charter shall be controlling.
18
Section 3.11 Subcommittees.
Unless otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating a committee,
such committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate
to a subcommittee any or all of the powers and authority of the committee. Except for references to committees and members of committees
in Section 3.11, every reference in these Bylaws to a committee of the Board or a member of a committee shall be deemed to
include a reference to a subcommittee or member of a subcommittee.
Section 3.12 Compensation.
The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance
at each meeting of the Board or a stated salary for service as director, payable in cash or securities. No such payment shall preclude
any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees
may be allowed like compensation for service as committee members.
19
Section 3.13 Interested
Directors. Except for a controlling stockholder transaction, which shall be subject to Section 144(b) or (c) of the
DGCL, as applicable, an act or transaction involving or between the Corporation, or one or more of the Corporation’s subsidiaries,
on the one hand, and one or more of the Corporation’s directors or officers, on the other hand, or involving or between the Corporation
or one or more of the Corporation’s subsidiaries, on the one hand, and any other corporation, partnership (general or limited),
limited liability company, statutory trust, association, or any other entity or organization in which one or more of its directors or
officers are directors, stockholders, partners, managers, members, or officers, or have a financial interest, on the other hand, may
not be the subject of equitable relief, or give rise to an award of damages, against a director or officer of the Corporation because
of the foregoing circumstances or the receipt of any benefit by any such director, officer, entity, or organization or because the director
or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the act or transaction or
was involved in the initiation, negotiation, or approval of the act or transaction (including by virtue of a director’s vote being
counted for such purpose), if: (1) the material facts as to the director’s or officer’s relationship or interest and
as to the act or transaction, including any involvement in the initiation, negotiation, or approval of the act or transaction, are disclosed
or are known to all members of the Board or a committee of the Board, and the Board or committee in good faith and without gross negligence
authorizes the act or transaction by the affirmative votes of a majority of the disinterested directors then serving on the Board or
such committee (as applicable), even though the disinterested directors be less than a quorum, provided that if a majority of the directors
are not disinterested directors with respect to the act or transaction, such act or transaction shall be approved (or recommended for
approval) by a committee of the Board that consists of two or more directors, each of whom the Board has determined to be a disinterested
director with respect to the act or transaction; or (2) the act or transaction is approved or ratified by an informed, uncoerced,
affirmative vote of a majority of the votes cast by the disinterested stockholders; or (3) the act or transaction is fair as to
the Corporation and the Corporation’s stockholders.
20
**Article IV**
**EMERGENCY
BYLAW PROVISIONS**
Section 4.1 Emergency
Provisions. Notwithstanding any different or conflicting provisions in the Certificate of Incorporation, these Bylaws or the DGCL,
the provisions of this Article IV shall be operative only during any emergency resulting from an attack on the United States or
on a locality in which the Corporation conducts its business or customarily holds meetings of the Board or the stockholders, or during
any nuclear or atomic disaster, or during the existence of any catastrophe, including, but not limited to, an epidemic or pandemic, and
a declaration of a national emergency by the United States government, or other similar emergency condition, and any other event or condition
that constitutes an emergency under the DGCL, irrespective of whether a quorum of the Board or a standing committee of the Board can
readily be convened for action.
Section 4.2 Emergency
Powers. During any emergency, the Board (or, if a quorum cannot be readily convened for a meeting, a majority of the directors present)
may, to the greatest extent permitted by Section 110 of the DGCL, take any action that it determines to be practical and necessary
for the circumstances of such emergency, including the adoption of additional emergency bylaws.
Section 4.3 Meetings
of the Board and Committees. A meeting of the Board, or a committee thereof, may be called at any time during an emergency by any
officer or any director. The officer or director calling such meeting shall use reasonable efforts to give notice of any such meeting
at least eight (8) hours prior to the time set for such meeting, unless such emergency requires a shorter notice period, but such
notice need be given only to such of the directors as it may be reasonably practicable to reach at the time and by such means as may
be reasonably available at the time, including publication, telephone, electronic communications or radio.
21
Section 4.4 Quorum;
Manner of Acting. During an emergency, such number of directors (or a sole director) present, in person or by telephonic or electronic
or remote communications, at any meeting of the Board or committee thereof shall constitute a quorum for such meeting. The vote of a
majority of the directors present at any such meeting shall be the act of the Board or such committee, as applicable, notwithstanding
any provision of the DGCL, the Certificate of Incorporation or these Bylaws to the contrary. If, during an emergency, the directors present
at a meeting are fewer than the number required for a quorum as described in the first sentence of this Section 4, the officers
of the Corporation or other persons present who have been designated on a list approved by the Board before such emergency, in such order
of priority and subject to such conditions and for such period of time as may be provided in the resolution approving such list, or,
in the absence of such a resolution, the officers of the Corporation who are present, in order of rank and within the same rank in order
of seniority, shall to the extent required to provide a quorum be deemed directors for such meeting.
Section 4.5 Officers’
Succession. The Board, either before or during an emergency, may provide, and from time to time modify, lines of succession in the
event that during an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging
their duties. During any emergency, the directors present and voting may appoint such officers as shall be approved by a majority of
such directors.
Section 4.6 Change
of Office. The Board, either before or during an emergency, may, effective in the emergency, change the location of the Corporation’s
head office or designate several alternative head offices or regional offices, or authorize the officers to do so.
Section 4.7 Liability.
No officer, director, or employee acting in accordance with any emergency bylaw provisions or emergency provisions of the DGCL shall
be liable except for willful misconduct. No person shall be liable, and no meeting of stockholders shall be postponed or voided, for
the failure to make a stock list available pursuant to Section 219 of the DGCL if it was not practicable to allow inspection during
any emergency.
22
Section 4.8 Other
Actions. During any emergency, the Board (or, if a quorum cannot be readily convened for a meeting, a majority of the directors present)
may: (i) take any action that it determines to be practical and necessary to address the circumstances of such emergency condition
with respect to a meeting of the stockholders, including, but not limited to, (A) to postpone any meeting of stockholders to a later
time or date (with the record date for determining the stockholders entitled to notice of, and to vote at, such meeting applying to the
postponed meeting irrespective of Section 213 of the DGCL), or make a change to hold the meeting solely by means of remote communication,
and (B) to notify stockholders of any postponement or change of place of meeting or a change to hold the meeting solely by means
of remote communication solely by a document publicly filed by the Corporation with the Securities and Exchange Commission (the “SEC”)
pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) with
respect to any dividend that has been declared and as to which the record date has not occurred, change the record date or payment date
or both to a later date or dates. The payment date as so changed may not be more than sixty (60) days after the record date as so changed.
Notice of the change must be given to stockholders as promptly as practicable, which notice may be given solely by a document publicly
filed by the Corporation with the SEC pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.
Section 4.9 Termination;
Amendment. To the extent not inconsistent with the provisions of this Article IV, these Bylaws shall remain in effect during
any emergency, and upon its termination the foregoing emergency bylaw provisions shall cease to be operative. All emergency bylaw provisions
may be terminated at any time by the consent or direction of a majority of a quorum of the Board and may be amended from time to time
during the pendency of any emergency by a majority of the directors present and voting in favor of such amendment. Any repeal or modification
of any of the provisions of this Article IV or the emergency provisions of the DGCL shall not adversely affect any right or protection
under Section 4.7 of this Article IV in respect of any act or omission occurring prior to the time of such repeal or modification.
23
**Article V**
**OFFICERS**
Section 5.1 General.
The officers of the Corporation shall be chosen by the Board and shall be a President and a Secretary. The Corporation may also have,
at the discretion of the Board, a Chairperson of the Board (who must be a director), a Vice Chairperson of the Board, a Chief Executive
Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant
Secretaries and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices
may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of
the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairperson of the Board, need such officers
be directors of the Corporation. The salaries of all officers of the Corporation shall be fixed by the Board.
Section 5.2 Election.
The Board, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu
of the Annual Meeting of Stockholders, to the extent permitted) shall elect the officers of the Corporation who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Each officer
of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier
death, resignation, retirement, disqualification or removal. Any officer elected by the Board may be removed at any time by the Board.
Any vacancy occurring in any office of the Corporation shall be filled by the Board.
24
Section 5.3 Resignation;
Removal. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular
or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal
may be conferred by the Board. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall
take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the
notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 5.4 Voting
Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any other
officer authorized to do so by the Board and any such officer may, in the name of and on behalf of the Corporation, take all such action
as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation or other entity
in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident
to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The
Board may, by resolution, from time to time confer like powers upon any other person or persons.
25
Section 5.5 Chairperson
of the Board. The Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other
powers and duties as provided in these Bylaws and as the Board may from time to time prescribe. The Chairperson of the Board shall not
be deemed an officer of the Corporation unless otherwise determined by the Board. Except where by law the signature of the President
is required, the Chairperson of the Board shall possess the same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board. During the absence or disability of the President, the Chairperson
of the Board shall exercise all the powers and discharge all the duties of the President. The Chairperson of the Board shall also perform
such other duties and may exercise such other powers as may from time to time be assigned by these Bylaws or by the Board.
Section 5.6 Other
Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be
assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers
and to prescribe their respective duties and powers.
**Article VI**
**STOCK**
Section 6.1 Shares
of Stock. Except as otherwise provided in a resolution approved by the Board, all shares of capital stock of the Corporation issued
after [
- ], 2026 shall be uncertificated shares. Notwithstanding the foregoing, shares of capital stock of the Corporation represented
by a certificate issued prior to [
- ], 2026, shall be certificated shares until such certificate is surrendered to the Corporation.
The Corporation shall not have power to issue a certificate in bearer form.
26
Section 6.2 Signatures.
Any or all of the signatures on a certificate may be a copy or may be electronic. In case any officer, transfer agent or registrar who
has signed or whose electronic signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.
Section 6.3 Lost
Certificates. The Board may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued
by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares,
the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner’s legal representative, to advertise the same in such manner as the Board shall require and/or to give
the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account
of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
27
Section 6.4 Transfers.
Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall
be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate
or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed
for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer
instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment
of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers
of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged,
returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or
Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation
for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 6.5 Dividend
Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.
If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the
day on which the Board adopts the resolution relating thereto.
Section 6.6 Record
Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State
of Delaware.
Section 6.7 Transfer
and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices
or agencies at such place or places as may be determined from time to time by the Board.
28
**Article VII**
**NOTICES**
Section 7.1 Notices.
Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, member of
a committee or stockholder, such notice may be given in writing directed to such director’s, committee member’s or stockholder’s
mailing address (or by electronic transmission directed to such director’s, committee member’s or stockholder’ electronic
mail address, as applicable) as it appears on the records of the Corporation and shall be given: (a) if mailed, when the notice
is deposited in the United States mail, postage prepaid, (b) if delivered by courier service, the earlier of when the notice is
received or left at such director’s, committee member’s or stockholder’s address or (c) if given by electronic
mail, when directed to such director’s, committee member’s or stockholder’s electronic mail address unless such director,
committee member or stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice
by electronic mail or such notice is prohibited under applicable law, the Certificate of Incorporation or these Bylaws. Without limiting
the manner by which notice otherwise may be given effectively to stockholders, but subject to Section 232(e) of the DGCL, any
notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these Bylaws shall be effective
if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be
revocable by the stockholder by written notice or electronic transmission to the Corporation. The Corporation may give notice by electronic
mail in accordance with the first sentence of this Section 7.1 without obtaining the consent required by the second sentence
of this Section 7.1. Notice given by electronic transmission, as described in the preceding sentence, shall be deemed given:
(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if
by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such
posting and (B) the giving of such separate notice; and (iii) if by any other form of electronic transmission, when directed
to the stockholder. Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that
(i) the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation and (ii) such
inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible
for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other
action. An “electronic transmission” means any form of communication, not directly involving the physical transmission of
paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic
networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly
reproduced in paper form by such a recipient through an automated process. Any document enclosed with, annexed to, or appended to a notice
shall be deemed part of such notice for purposes of determining whether notice was duly given.
Section 7.2 Waivers
of Notice. Whenever any notice is required, by applicable law, the Certificate of Incorporation or these Bylaws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a
waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver
of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting
to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any Annual Meeting of Stockholders or Special Meeting of Stockholders or any regular or special meeting of the directors
or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless
so required by law, the Certificate of Incorporation or these Bylaws.
29
**Article VIII**
**GENERAL
PROVISIONS**
Section 8.1 Dividends.
Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the provisions of the Certificate of
Incorporation, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent
in lieu thereof in accordance with Section 3.9 hereof), and may be paid in cash, in property, or in shares of the Corporation’s
capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies,
or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities
or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation,
or for any proper purpose, and the Board may modify or abolish any such reserve.
Section 8.2 Disbursements.
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons
as the Board may from time to time designate.
Section 8.3 Fiscal
Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.
Section 8.4 Corporate
Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate
Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
30
**Article IX**
**INDEMNIFICATION**
Section 9.1 Power
to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to the other provisions
of this Article IX, the Corporation shall indemnify any person, to the fullest extent authorized or permitted by the DGCL,
as it presently exists or may hereafter be amended from time to time, any director or officer who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(a “Proceeding”) by reason of the fact that he or she is or was a director or officer, or is or was serving at the request
of the Corporation as a director or officer, against expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with any such Proceeding, and such right to indemnification
shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or
her heirs, executors and personal and legal representatives. A right to indemnification or to advancement of expenses arising under a
provision of these Bylaws or the Certificate of Incorporation shall not be eliminated or impaired by an amendment to these Bylaws or
the Certificate of Incorporation after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or Proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect
at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors
or personal or legal representatives) in connection with a Proceeding (or part thereof) initiated by such person unless such Proceeding
(or part thereof) was authorized or consented to by the Board.
31
Section 9.2 Authorization
of Indemnification. Any indemnification under this Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper
in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1, as the case
may be. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such
determination, (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or
(ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if
there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders.
Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act
on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has
been successful on the merits or otherwise in defense of any Proceeding described above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith, without the necessity of authorization in the specific case.
Section 9.3 Indemnification
of Others. Subject to the other provisions of this Section 9.3, the Corporation shall have power to indemnify its employees
and agents to the extent not prohibited by the DGCL or other applicable law. The Board shall have the power to delegate to such person
or persons the determination of whether employees or agents shall be indemnified.
32
Section 9.4 Good
Faith Defined. For purposes of any determination under Section 9.2, a person shall be deemed to have acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s
action is based on the records or books of account of the Corporation (or any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer,
employee or agent) or on information supplied to such person by the officers of the Corporation (or any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation
as a director, officer, employee or agent) in the course of their duties, or on the advice of legal counsel for the Corporation (or any
other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was
serving at the request of the Corporation as a director, officer, employee or agent) or on information or records given or reports made
to the Corporation (or any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which
such person is or was serving at the request of the Corporation as a director, officer, employee or agent) by an independent certified
public accountant or by an appraiser or other expert selected with reasonable care by the Corporation (or any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of
the Corporation as a director, officer, employee or agent). The provisions of this Section 9.4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set
forth in Section 9.1 or Section 9.2, as the case may be.
33
Section 9.5 Indemnification
by a Court. Notwithstanding any contrary determination in the specific case under Section 9.2, and notwithstanding the
absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 9.1.
The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is
proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1. Neither
a contrary determination in the specific case under Section 9.2 nor the absence of any determination thereunder shall be
a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for indemnification pursuant to this Section 9.5 shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall
also be entitled to be paid the expense of prosecuting such application.
Section 9.6 Expenses
Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer of the Corporation in defending
any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of a written request
therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay
such amounts if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation as authorized
in this Article IX. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees
and agents of the Corporation (or by persons serving at the request of the Corporation as directors, officers, employees or agents of
any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) may be so paid upon such terms and
conditions, if any, as the Corporation deems appropriate.
34
Section 9.7 Nonexclusivity
of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement
of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office,
it being the policy of the Corporation that indemnification of the persons specified in Section 9.1 shall be made to the
fullest extent permitted by law. A right to indemnification or to advancement of expenses arising under a provision of the Certificate
of Incorporation or these Bylaws shall not be eliminated or impaired by an amendment to or repeal or elimination of a provision of the
Certificate of Incorporation or these Bylaws after the occurrence of the act or omission that is the subject of the Proceeding for which
indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes
such elimination or impairment after such act or omission has occurred. The provisions of this Article IX shall not be deemed
to preclude the indemnification of any person who is not specified in Section 9.1 but whom the Corporation has the power
or obligation to indemnify under the provisions of the DGCL or otherwise.
35
Section 9.8 Insurance.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss incurred
by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have
the power or the obligation to indemnify such person against such liability under the provisions of this Article IX. For
purposes of this Section 9.8, insurance shall include any insurance provided directly or indirectly (including pursuant to
any fronting or reinsurance arrangement) by or through a captive insurance company in accordance with the requirements of Section 145(g) of
the DGCL.
Section 9.9 Certain
Definitions. For purposes of this Article IX, references to “the Corporation” shall include, in addition
to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees
or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its
separate existence had continued. For purposes of this Article IX, references to “officers” shall mean only a
person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent
of the Corporation pursuant to Section 3114(b) of Title 10 of the Delaware Code (treating residents of the State of Delaware
as if they were nonresidents to apply Section 3114(b) of Title 10 of the Delaware Code to this sentence). For purposes
of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect
to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner
“not opposed to the best interests of the Corporation” as referred to in this Article IX.
36
Section 9.10 Survival
of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased
to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 9.11 Limitation
on Indemnification. Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 9.6), the Corporation shall not be obligated to indemnify
any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the
Board.
37
**Article X**
**FORUM
FOR ADJUDICATION OF CERTAIN DISPUTES**
Section 10.1 Forum
for Adjudication of Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative
Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative
action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any
fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation
or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director,
officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the DGCL, the Certificate of
Incorporation or these Bylaws (each, as in effect from time to time), or (iv) any action asserting a claim against the Corporation
or any current or former director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine
of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware
lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding
shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery of the
State of Delaware (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action
by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as
a defendant therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America
shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act of 1933, as amended. Failure to enforce the foregoing provisions would cause the Corporation
irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to
enforce the foregoing provisions. Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock
of the Corporation shall be deemed to have notice of, and have consented to, the provisions of this Section 10.1. The existence
of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above
in this Section 10.1 with respect to any current or future actions or claims.
38
**Article XI**
**AMENDMENTS**
Section 11.1 Amendments.
These Bylaws may be altered, amended or repealed or new Bylaws adopted only in accordance with the Certificate of Incorporation and the
Stockholders’ Agreement.
Section 11.2 Entire
Board. As used in this Article XI and in these Bylaws generally, the term “entire Board” means the total
number of directors which the Corporation would have if there were no vacancies.
* * *
Adopted as of: [
- ], 2026
Last Amended as of: ________________
39
---
## EXHIBIT 4.1
SEC source: [tm2513004d11_ex4-1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex4-1.htm)
**Exhibit 4.1**
DELAWARE 8/24/2019 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF Reformation Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. COMMON STOCK PAR VALUE $0.0001 COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS Certificate Number Shares . Reformation Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE FACSIMILE SIGNATURE TO COME FACSIMILE SIGNATURE TO COME President Secretary By AUTHORIZED SIGNATURE REFORMATION INC CO . RPORATE XXXXXX XX X DD-MMM-YYYY \* \* 000000 \*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\* \*\*\* 000000 \*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\* \*\*\*\* 000000 \*\*\*\*\*\*\*\*\*\*\*\*\*\*\*\* \*\*\*\*\* 000000 \*\*\*\*\*\*\*\*\*\*\*\*\*\*\* \*\*\*\*\*\* 000000 \*\*\*\*\*\*\*\*\*\*\*\*\*\* \*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Alexander David Sample \*\*\*\* Mr. Sample \*\*\*\* Mr. Sample \*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Sha res\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*S hares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\* Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000 \*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*0000 00\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*00 0000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\* 000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\* 000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\* 000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\* 000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\*000000\*\*Shares\*\*\*\* \*\*\*ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO\*\*\* MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE ZQ\|CERT#\|COY\|CLS\|RGSTRY\|ACCT#\|TRANSTYPE\|RUN#\|TRANS# ZQ00000000 Total Transaction 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 1234567890/1234567890 Certificate Numbers Num/No. 6 5 4 3 2 1 Denom. 6 5 4 3 2 1 Total 7 6 5 4 3 2 1 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 4 ADD 3 ADD 2 PO Box 43004, Providence RI 02940-3004 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 THIS CERTIFICATE IS TRANSFERABLE IN CITIES DESIGNATED BY THE TRANSFER AGENT, AVAILABLE ONLINE AT www.computershare.com
The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state. . REFORMATION INC. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. For US purposes the following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT -............................................Custodian ................................................ (Cust) (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act ........................................................ (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT -............................................Custodian (until age ................................) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act ................... (Minor) (State) Additional abbreviations may also be used though not in the above list. For value received, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ hereby sell, assign and transfer unto \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Shares \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Attorney Dated: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ 20\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.
---
## EXHIBIT 5.1
SEC source: [tm2513004d11_ex5-1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex5-1.htm)
**Exhibit 5.1**
Skadden,
Arps, Slate, Meagher & Flom llp
One Manhattan West FIRM/AFFILIATE OFFICES
New York, NY 10001 BOSTON
\_\_\_\_\_\_ CHICAGO
TEL: (212) 735-3000 HOUSTON
FAX: (212) 735-2000 LOS ANGELES
www.skadden.com PALO ALTO
WASHINGTON, D.C.
WILMINGTON
ABU DHABI
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
July 20, 2026 MUNICH
PARIS
SÃO PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO
Reformation Inc.
5801 S. 2nd St.
Vernon, CA 90058
Re: Reformation Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
We
have acted as special United States counsel to Reformation Inc., formerly known as REF Topco, Inc., a Delaware corporation (the “Company”),
in connection with the public offering by the Company of up to 9,478,821 shares of common stock, par value $0.0001 per share (“Common
Stock”), of the Company (the “Company Shares”), and the resale by selling stockholders (the “Selling
Stockholders”) of up to 6,693,054 additional shares of Common Stock (including up to 2,109,375 shares of Common Stock subject to
an over-allotment option) (the “Secondary Shares”). We have been advised that the Secondary Shares were issued pursuant
to the agreements listed on Schedule I (the “Secondary Share Acquisition Agreements”). The Company Shares and the Secondary
Shares are collectively referred to herein as the “Shares.”
This opinion letter is being
furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities
Act”).
In rendering the opinions stated
herein, we have examined and relied upon the following:
(a) the
registration statement on Form S-1 (File No. 333-297039) of the Company relating to the Shares filed on June 25, 2026
with the Securities and Exchange Commission (the “Commission”) under the Securities Act and Pre-Effective Amendment
No. 1 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430A of the General
Rules and Regulations under the Securities Act (the “Rules and Regulations”) (such registration statement,
as so amended, being hereinafter referred to as the “Registration Statement”);
Reformation Inc.
July 20,
2026
Page 2
(b)the
form of the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into among the Company, the
Selling Stockholders and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters
named therein (the “Underwriters”), relating to the sale by the Company and the Selling Stockholders to the Underwriters
of the Shares, filed as Exhibit 1.1 to the Registration Statement;
(c)executed
copies of the Secondary Share Acquisition Agreements;
(d)an
executed copy of the Company’s Stockholder’ Agreement, dated as of August 26, 2019, as amended and restated on April 11,
2025 (the “Stockholders’ Agreement”);
(e)an
executed copy of a certificate of Christina Halliday, General Counsel and Secretary of the Company, dated the date hereof (the “Secretary’s
Certificate”);
(f)a
copy of the Company’s Certificate of Conversion to a Corporation, dated August 23, 2019, certified pursuant to the Secretary’s
Certificate;
(g)a
copy of the Company’s Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of July 20,
2026, certified pursuant to the Secretary’s Certificate as being in effect on the date of the resolutions referred to below in paragraphs
(l) and (m) and as of the date hereof;
(h)a
copy of the Company’s Certificate of Amendment to the Certificate of Incorporation dated April 11, 2025, certified by the Secretary
of State of the State of Delaware as of July 20, 2026, certified pursuant to the Secretary’s Certificate;
(i)a
copy of the Company’s Certificate of Amendment to the Certificate of Incorporation dated July 13, 2026, certified by the
Secretary of State of the State of Delaware as of July 20, 2026, certified pursuant to the Secretary’s Certificate;
(j)the
form of the Company’s Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the consummation of
the offering of the Shares, filed as Exhibit 3.2 to the Registration Statement (the “New Certificate of Incorporation”);
(k)a
copy of the Company’s Amended and Restated Bylaws, as amended on April 11, 2025, certified pursuant to the Secretary’s
Certificate as being in effect on the date of resolutions referred to below and as of the date hereof (the “Historical Bylaws”);
(l)the
form of the Company’s Amended and Restated Bylaws, to be in effect immediately prior to the consummation of the offering of the
Shares, filed as Exhibit 3.4 to the Registration Statement (the “New Bylaws”);
(m)copies
of certain resolutions of the Board of Directors of the Company adopted on the dates listed on Schedule II, certified pursuant
to the Secretary’s Certificate; and
Reformation Inc.
July 20,
2026
Page 3
(n)copies
of certain resolutions of the Board of Directors of the Company adopted on June 25, 2026 and, as adopted by unanimous written consent,
July 13, 2026, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company and the Selling Stockholders and such agreements, certificates
and receipts of public officials, certificates of officers or other representatives of the Company and the Selling Stockholders and others,
and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have
assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons,
the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us
as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. With respect to our opinion
set forth in paragraph 2 below, we have assumed that (i) the Company received the consideration for the Secondary Shares set forth
in the Secondary Share Acquisition Agreements and the applicable board resolutions. As to any facts relevant to the opinions stated herein
that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives
of the Company and the Selling Stockholders and others and of public officials, including the facts and conclusions set forth in the Secretary’s
Certificate, the Historical Charter and the New Certificate of Incorporation and the factual representations and warranties set forth
in the Underwriting Agreement and Secondary Share Acquisition Agreements.
We do not express any opinion
with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).
As used herein, “Historical
Charters” means those documents listed in paragraphs (g) through (i) above.
Based upon the foregoing with
respect to the DGCL and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1.When
(i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under
the Securities Act; (ii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and the other
parties thereto; (iii) the New Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware and
has become effective; (iv) the Board of Directors of the Company, including any appropriate committee appointed thereby, has taken
all necessary corporate action to adopt the New Bylaws and approve the issuance and sale of the Company Shares and related matters, including
the price per share of the Company Shares; and (v) the Company Shares are registered in the Company’s share registry and delivered
upon payment of the consideration therefor determined by the Board of Directors, the Company Shares, when issued and sold in accordance
with the provisions of the Underwriting Agreement, will be duly authorized by all requisite corporate action on the part of the Company
under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001 per
Company Share.
Reformation Inc.
July 20,
2026
Page 4
2.The
Secondary Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and have been validly
issued and are fully paid and nonassessable.
In addition, in rendering the foregoing opinions
we have assumed that:
(a)The
Company’s issuance of the Company Shares does not and will not and the Company’s issuance of the Secondary Shares did not
(i) violate any statute to which the Company or such issuance is or was subject (except that we do not make this assumption with
respect to the DGCL), or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person
under, any agreement or instrument binding on the Company (except that we do not make this assumption with respect to (x) the Historical
Charters, the Historical Bylaws, the Secondary Share Acquisition Agreements, and the Stockholders’ Agreement in the case of the
Secondary shares or New Certificate of Incorporation, the New Bylaws and the Stockholders’ Agreement, with respect to the Company
shares or (y) those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II
of the Registration Statement, although we have assumed compliance with any covenant, restriction or provision with respect to financial
ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments);
(b)The
Company’s authorized capital stock when the Secondary Shares were issued was as set forth in the Historical Charters, and we have
relied solely on the certified copy thereof issued by the Secretary of State of the State of Delaware and we have not made any other inquiries
or investigations;
(c)The
Company’s authorized capital stock will be as set forth in the New Certificate of Incorporation and we have relied solely on the
form thereof and have not made any other inquiries or investigations; and
(d)We
call to your attention that the Stockholders’ Agreement and certain of the Secondary Share Acquisition Agreements are expressed
to be governed by laws other than those with respect to which we express our opinion (“Non-Opined on Laws”) and the
opinions expressed herein are based solely upon our understanding of the language contained in such Stockholders’ Agreement and
certain of the Secondary Share Acquisition Agreements under the laws of the State of New York and we have not considered any substantive
provisions of such Non-Opined on Laws that may be incorporated by reference therein or supplied by such laws. We do not assume any responsibility
for any interpretation thereof inconsistent with such understanding and we have not consulted attorneys admitted in any other jurisdiction
(including any jurisdiction where we or our affiliated firms have offices).
This opinion letter shall be
interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type.
We hereby consent to the reference
to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby
consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act
or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim
any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable
laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
LK
**Schedule I**
1. Unanimous Written Consent of the Board of Directors of the Company adopted on July 13, 2026.
2. Amended and Restated Contribution Agreement, dated as of August 23, 2019, by and among Ref Topco, LLC, The Aflalo Family Trust and solely for purposes of Section 5.1 thereto, Refo SCSp.
3. Amended and Restated Contribution Agreement, dated as of August 23, 2019, by and among REF Topco, LLC, SG Growth Partners III, LP and solely for purposes of Section 5.1 thereto, Refo SCSp.
4. Stock Transfer Agreement, dated December 15, 2021, by and among Yael Aflalo, Trustee of the Aflalo Family Trust and Hali Borenstein, as Trustee of the Etai Aflalo 2021 Irrevocable Trust.
5. Stock Transfer Agreement, dated as of October 8, 2021, by and among Yael Aflalo, Trustee of The Aflalo Family Trust and Christiana Trust Company of Delaware, as Trustee of the Ruth Higgs 2021 Irrevocable Trust.
6. Stock Transfer Agreement, dated December 15, 2021 by and among Yael Aflalo, Trustee of the Aflalo Family Trust and Hali Borenstein, as Trustee of the Samuel Aflalo 2021 Irrevocable Trust.
7. Stock Transfer Agreement, dated as of December 15, 2021, by and among Yael Aflalo, Trustee of the Aflalo Family Trust dated and Hali Borenstein, as Trustee of the Benjamin Aflalo 2021 Irrevocable Trust.
8. Stock Transfer Agreement, dated as of December 15, 2021, by and among Yael Aflalo, Trustee of the Aflalo Family Trust and Hali Borenstein, as Trustee of the Shira Aflalo 2021 Irrevocable Trust.
9. Stock Transfer Agreement, dated as of January 24, 2025, by and between Yael Aflalo, Trustee of the Aflalo Family Trust and Samuel Adam Aflalo, as Trustee of the Amelie Froessen 2024 Trust.
10. Stock Transfer Agreement, dated as of January 2025, by and between Yael Aflalo, Trustee of the Aflalo Family Trust, and Mollie Wander, as Trustee of the GP 2024 Trust.
11. Stock Transfer Agreement, dated as of January 24, 2025, by and between Yael Aflalo, Trustee of the Aflalo Family Trust and Samuel Adam Aflalo, as Trustee of Luella Higgs Froessen 2024 Trust.
**Schedule II**
1. Written Consent of the Sole and Managing Member of REF Topco, LLC, dated July 3, 2019
2. Action by Unanimous Written Consent of the Board of Managers of REF Topco, LLC, dated August 12, 2019
3. Certificate of Conversion to a Corporation of REF Topco, LLC, dated August 23, 2019
4. Action by Unanimous Written Consent of the Board of Directors of REF Topco, Inc., dated August 24, 2019
5. Action by Unanimous Written Consent of the Board of Directors of REF Topco, Inc. dated April 11, 2025
---
## EXHIBIT 10.1
SEC source: [tm2513004d11_ex10-1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-1.htm)
**Exhibit 10.1**
**REFORMATION INC.
REGISTRATION RIGHTS AGREEMENT**
This
REGISTRATION RIGHTS AGREEMENT (as may be further amended, modified and supplemented from time to time, this “Agreement”),
dated as of [
- ], 2026 is by and among Reformation Inc., a Delaware corporation (the “Company”), and each of
the other parties party hereto. Each of the Persons listed on the signature pages hereto (other than the Company) and any other
Person who may become a party hereto pursuant to Section 12(c) are referred to individually as a “Stockholder”
and collectively as the “Stockholders.”
WHEREAS, certain parties
hereto are party to that certain Stockholders’ Agreement dated as of August 26, 2019, as amended and restated on April 11,
2025 (as so amended, the “Original Stockholders’ Agreement”);
WHEREAS, the Company intends
to effect the Initial Public Offering (as defined below), which offering constitutes an IPO under the terms of the Original Stockholders’
Agreement; and
WHEREAS, the parties hereto
believe it is in the best interests of the Company and the Stockholders to enter into this Agreement to set forth herein their agreements
on certain rights and obligations that survive the termination of the Original Stockholders’ Agreement in connection with the Initial
Public Offering in accordance with Section 33 of the Original Stockholders’ Agreement.
NOW, THEREFORE, for and in
consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Definitions.
As used in this Agreement, the following terms shall have the following meanings:
“Additional
Piggyback Rights” has the meaning set forth in Section 3(a) hereof.
“Additional
Piggyback Securities” has the meaning set forth in Section 3(b) hereof.
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled
by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with
correlative meanings, the terms “Controlling” and “Controlled”), as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise), and “Affiliated” has a meaning correlative
to the foregoing.
“AFT Stockholder”
means (i) the Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended, and (ii) any designated transferees,
assignees or successors of the AFT Stockholder pursuant to Section 12(c) hereof that, in each such case, hold Registrable
Securities or securities exercisable or exchangeable for, or convertible into, Registrable Securities.
“Agreement” has the meaning set forth in the preamble hereto.
“Automatic
Shelf Registration Statement” has the meaning set forth in Section 7 hereof.
“business day”
means a day on which banks are open for business in the states of New York and California (which shall not include Saturdays, Sundays
and public holidays in any of these localities).
“Claims” has the meaning set forth in Section 9(a) hereof.
“Common Stock”
means the Company’s common stock, par value $0.0001 per share, and shall also include any common stock of the Company hereafter
authorized and any capital stock of the Company of any other class hereafter authorized which does not have a preference as to dividends
or distribution of assets in liquidation over any other class of capital stock of the Company.
“Company” has the meaning set forth in the preamble hereto.
“Demand
Notice” has the meaning set forth in Section 3(a) hereof and, for the avoidance of doubt, includes
any Take-Down Notice.
“Demand
Registration” has the meaning set forth in Section 3(a) hereof.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and
regulations of the SEC promulgated thereunder.
“FINRA” means the Financial Industry Regulatory Authority, Inc.
“Form 8-A Effective
Time” means the date and time on which the registration statement on Form 8-A filed by the Company under the Exchange
Act with the SEC to register the Common Stock becomes effective.
“Initial Public
Offering” means the consummation of the initial Public Offering pursuant to which shares of Common Stock are being listed on
the New York Stock Exchange.
“Management
Stockholders” means the parties identified on the signature pages hereto or who execute an Addendum Agreement substantially
in the form of Exhibit A hereto as “Management Stockholders.”
“Notice” has the meaning set forth in Section 3(a).
“Original
Stockholders’ Agreement” has the meaning set forth in the preamble hereto.
“Partner
Distribution” has the meaning set forth in Section 7(a) hereof.
“Permira
Stockholder” means (i) Refo SCSp, a *société en commandite spéciale* organized under
Luxembourg law and (ii) any designated transferees, assignees or successors of the Permira Stockholder pursuant to Section 12(c) hereof
that, in each such case, hold Registrable Securities or securities exercisable or exchangeable for, or convertible into, Registrable
Securities.
“Permitted
Transferees” has the meaning given to such term in the Stockholders Agreement.
“Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, cooperative or association or other legal entity or organization of whatever nature, and shall include any
successor (by merger or otherwise) of such entity, or a government or any agency or political subdivision thereof.
“Piggyback
Notice” has the meaning set forth in Section 5(a)(i) hereof.
2
“Piggyback
Registration” has the meaning set forth in Section 5(a)(i) hereof.
“Postponement
Period” has the meaning set forth in Section 3(d)(i) hereof.
“Prospectus” means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously
omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of
the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.
“Public
Offering” means the sale of Common Stock to the public pursuant to an effective Registration Statement (other than a
registration statement on Form S-4 or Form S-8 or any similar or successor form) filed under the Securities Act or any comparable
law or regulatory scheme of any foreign jurisdiction.
“Qualified
Holder” means each of (i) the Permira Stockholder and (ii) the AFT Stockholder, and “Qualified Holders”
means collectively the Permira Stockholder and the AFT Stockholder.
“Qualified
Independent Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.
“Registrable
Securities” means any shares of Common Stock currently held or hereafter acquired, directly or indirectly, by the Stockholders
or any other securities issued or issuable with respect to any such shares of Common Stock by way of share split, share dividend, recapitalization,
merger, exchange, combination or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities
shall cease to be Registrable Securities (i) when they are sold pursuant to an effective Registration Statement under the Securities
Act, (ii) when they shall have ceased to be outstanding, (iii) when they have been sold in a private transaction in which the
transferor’s rights under this Agreement are not assigned to the transferee of the securities, (iv) when they have been sold
pursuant to Rule 144, (v) following the first anniversary of the completion of the Initial Public Offering, when the holder
of such securities together with its Affiliates beneficially owns less than five percent (5%) of the issued and outstanding shares of
Common Stock and all shares of Common Stock held by such holder and its Affiliates can be sold pursuant to Rule 144 in any and all
three month periods without any volume or other restrictions or (vi) following the first anniversary of the completion of the Initial
Public Offering, when the holder of such securities together with its Affiliates beneficially owns less than three percent (3%) of the
issued and outstanding shares of Common Stock and all shares of Common Stock held by such holder and its Affiliates can be sold pursuant
to Rule 144 with or without any volume or other restrictions; provided that, notwithstanding the foregoing, any shares of Common
Stock currently held or hereafter acquired, directly or indirectly, by a Management Stockholder will only cease to be Registrable Securities
following the third anniversary of the consummation of the Initial Public Offering. No Registrable Securities may be registered under
more than one Registration Statement at any one time.
“Registration
Statement” means (i) any registration statement of the Company under the Securities Act which covers any of the
Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated
by reference in such registration statement (ii) the registration statement of the Company under the Securities Act filed in connection
with the Initial Public Offering, including the prospectus related thereto, and any amendments and supplements to such registration statement,
including post-effective amendments and all exhibits thereto.
3
“Required
Shelf” has the meaning set forth in Section 4(a) hereof.
“Rule 144” means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.
“Rule 144A” means Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.
“SEC” means the U.S. Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.
“Section 3(b) Sale
Amount” has the meaning set forth in Section 3(b) hereof.
“Section 5(b) Sale
Amount” has the meaning set forth in Section 5(b) hereof.
“Securities
Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor statute act, and the rules and
regulations promulgated thereunder.
“Shares”
has the meaning given to such term in the Stockholders Agreement.
“shelf
Registration Statement” has the meaning set forth in Section 3(a) hereof.
“Shelf
Take-Down” has the meaning set forth in Section 3(d)(i) hereof.
“Shelf
Underwritten Offering” has the meaning set forth in Section 3(c)(i) hereof.
“Stockholders” has the meaning set forth in the preamble hereto.
“Stockholders
Agreement” has the meaning set forth in the recitals hereto.
“Subsidiary”
with respect to any entity (the “parent”) means any corporation, limited liability company, company, firm, association,
or trust of which such parent, at the time in respect of which such term is used, (i) owns directly or indirectly more than fifty
percent (50%) of the equity, membership interest, or beneficial interest, on a consolidated basis, or (ii) owns directly or controls
with power to vote, directly or indirectly through one or more Subsidiaries, shares of the equity, membership interest, or beneficial
interest having the power to elect more than fifty percent (50%) of the directors, trustees, managers, or other officials having powers
analogous to that of directors of a corporation. Unless otherwise specifically indicated, when used herein the term Subsidiary shall
refer to a direct or indirect Subsidiary of the Company.
“Take-Down
Notice” has the meaning set forth in Section 3(c)(i) hereof.
“Underwriting Agreement” means
the underwriting agreement to be entered into among the Company and the investment banks party thereto with respect to the underwritten
Initial Public Offering.
“underwritten
registration” or “underwritten offering” means a registration in which securities of the Company
are sold to an underwriter for reoffering to the public, including any underwritten block trade, bought deal or block sale to a financial
institution conducted as an underwritten Public Offering.
4
“Valid
Business Reason” has the meaning set forth in Section 3(d)(i) hereof.
“WKSI” has the meaning set forth in Section 7 hereof.
Section 2. Holders
of Registrable Securities. A Person is deemed, and shall only be deemed, to be a holder of Registrable Securities if such Person
owns Registrable Securities or has a right to acquire Registrable Securities and such Person is a Stockholder.
Section 3. Demand
Registrations.
(a) Requests
for Registration. Subject to the following paragraphs of this Section 3(a), following the Initial Public Offering, (a) the
Permira Stockholder who beneficially owns a majority of the then outstanding Registrable Securities beneficially owned by all of the
Permira Stockholders or (b) the AFT Stockholder who beneficially owns a majority of the then outstanding Registrable Securities
beneficially owned by all of the AFT Stockholders, shall subject to Section 3(f), have the right, by delivering or causing
to be delivered a written notice to the Company, to require the Company to register, pursuant to the terms of this Agreement, under and
in accordance with the provisions of the Securities Act, the number of Registrable Securities held by such Qualified Holder requested
to be so registered pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such
registration, a “Demand Registration”); provided, however, that a Demand Notice may only be made for
an underwritten offering if the sale of the Registrable Securities requested to be registered by such Qualified Holder is reasonably
expected to result in aggregate gross cash proceeds in excess of $50,000,000 (without regard to any underwriting discount or commission); provided, further, that, the Company shall not be obligated to file a Registration Statement relating to any registration
request under this Section 3(a), if the Demand Notice is delivered within a period of one hundred eighty (180) days after
the effective date of the Registration Statement for the Initial Public Offering (provided, however, that prior to the
expiration of such 180 day period, the Company may, upon the request of a Qualified Holder and to the extent permitted by applicable
law, be obligated to prepare and confidentially submit a Registration Statement related to any Demand Notice made by a Qualified Holder).
A Qualified Holder may request pursuant to a Demand Notice that the Company register Registrable Securities on an appropriate form, including
a registration statement filed pursuant to Rule 415 of the Securities Act, or any comparable successor form (each, a “shelf
Registration Statement”), and, if the Company is a WKSI, an Automatic Shelf Registration Statement. Following receipt of a
Demand Notice for a Demand Registration in accordance with this Section 3(a), the Company shall, subject to Section 3(d),
use its reasonable best efforts to file a Registration Statement as promptly as practicable, but in any event no later than thirty (30)
days after the date of the related Demand Notice and shall use its reasonable best efforts to cause such Registration Statement to be
declared effective under the Securities Act as promptly as practicable after the filing thereof, but in no event later than ninety (90)
days after the date of the related Demand Notice.
No Demand Registration shall
be deemed to have occurred for purposes of this Section 3 if (i) the Registration Statement relating thereto does not
become effective, (ii) such Registration Statement is not maintained effective for the period required pursuant to this Section 3,
or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction,
or similar order or requirement of the SEC during such period, in which case, the requesting holder of Registrable Securities shall be
entitled to an additional Demand Registration in lieu thereof.
Within
three (3) business days after receipt by the Company of a Demand Notice in accordance with this Section 3(a), the Company
shall give written notice (the “Notice”) of such Demand Notice to the other Qualified Holders and, solely to
the extent the Demand Notice is delivered by the Permira Stockholder prior to the third anniversary of the consummation of the Initial
Public Offering, the Management Stockholders, and the Company shall, subject to the provisions of Section 3(b) hereof,
include in such registration all Registrable Securities with respect to which the Company received written requests for inclusion therein
within five (5) business days after such Notice is given by the Company to such holders.
5
The
Company may, subject to Section 3(b) hereof, elect to include in any Registration Statement and offering pursuant to
a Demand Registration, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury
shares and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise
of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted
in, or otherwise conflict with the terms of, this Agreement and which have been approved by each of the Qualified Holders that hold shares
of Common Stock (“Additional Piggyback Rights”).
All requests made pursuant
to this Section 3 will specify the number of Registrable Securities to be registered and the intended methods of disposition
thereof.
The Company shall be required
to maintain the effectiveness of the Registration Statement with respect to any Demand Registration for a period of at least one hundred
eighty (180) days after the effective date thereof (or, in the case of a shelf Registration Statement, until the date as of which all
Registrable Securities registered by such shelf Registration Statement have been sold in a transaction in which they cease to be Registrable
Securities or have otherwise ceased to be Registrable Securities) or such shorter period during which all Registrable Securities included
in such Registration Statement have actually been sold; provided, however, that (i) such period shall be extended
for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such Registration
Statement at the request of the Company or an underwriter of the Company pursuant to the provisions of this Agreement and (ii) the
Company shall use its reasonable best efforts to file any replacement or additional shelf Registration Statement and use its reasonable
best efforts to cause such replacement or additional shelf Registration Statement to become effective prior to the expiration of the
initial shelf Registration Statement.
(b) Priority
on Demand Registration. If any of the Registrable Securities registered pursuant to a Demand Registration are to be sold in an underwritten
offering, and the managing underwriter or underwriters advise the holders of such Registrable Securities in writing that, in their view,
the total amount of securities proposed to be sold in such offering (including, without limitation, securities proposed to be included
by any Persons exercising Additional Piggyback Rights (“Additional Piggyback Securities”)) exceeds the largest amount
(the “Section 3(b) Sale Amount”) that can be sold in an orderly manner in such underwritten offering within
a price range acceptable to the party that initiated such Demand Registration, then there shall be included in such underwritten offering
an amount of securities not exceeding the Section 3(b) Sale Amount, and such amount of securities shall be allocated as follows
in the event of a Demand Registration:
(i) *first*,
all Registrable Securities requested to be registered by the Qualified Holders and the Management Stockholders, if applicable, allocated,
if necessary for the offering not to exceed the Section 3(b) Sale Amount, pro rata among such Qualified Holders and Management
Stockholders on the basis of the number of Registrable Securities then owned by each such holder requesting inclusion in relation to
the aggregate number of Registrable Securities owned by all such holders requesting inclusion;
(ii) *second*,
any securities for which inclusion in such Demand Registration was requested by the Company on its own behalf; and
(iii) *third*,
pro rata among all Persons requesting that Additional Piggyback Securities be included in such underwritten offering, on the basis of
the number of Additional Piggyback Securities then owned by each such Person requesting inclusion in relation to the aggregate number
of Additional Piggyback Securities owned by all such Persons requesting inclusion.
6
For purposes of any underwriter’s
cutback, all Registrable Securities held by any Stockholder shall also include any Registrable Securities held by (i) the partners,
retired partners, stockholders or Affiliates of such holder, (ii) the estates and family members of any such holder or such holder’s
partners, retired partners, stockholders or Affiliates, (iii) any trusts for the benefit of any of the foregoing Persons and (iv) at
the election of such holder or such holder’s partners, retired partners, stockholders, trusts, family members or Affiliates, any
charitable organization, in each case to whom or which Common Stock shall have been distributed, transferred or contributed prior to
the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer
or contribution occurred not more than ninety (90) days prior to such execution, and such holder and other Persons shall be deemed to
be a single selling holder of Registrable Securities, and any pro rata reduction with respect to such selling holder shall be based upon
the aggregate amount of Registrable Securities owned by all Persons included with such selling holder pursuant to clauses (i) through (iv) of this paragraph. No Registrable Securities excluded from the underwriting by reason of the underwriter’s cutback
shall be included in such underwritten offering.
(c) Shelf-Take
Downs.
(i) At
any time that a shelf Registration Statement covering Registrable Securities is effective, if a Qualified Holder delivers a Demand Notice
to the Company (a Demand Notice pursuant to this Section 3(c), a “Take-Down Notice”) stating that it intends
to effect an underwritten offering of all or part of its Registrable Securities included by it on the shelf Registration Statement (a
“Shelf Underwritten Offering”), then, subject to Section 3(d), the Company shall amend or supplement the
shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf
Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 3(c))
and otherwise use its reasonable best efforts to facilitate such Shelf Underwritten Offering as expeditiously as reasonably possible
and in any event within three (3) days after the receipt of the Take-Down Notice. In connection with any Shelf Underwritten Offering:
(A) the
Company shall also simultaneously deliver the Take-Down Notice to all other holders of Registrable Securities whose names are included,
or would be permitted under SEC rules to be added by post-effective amendment or prospectus supplement, as selling security holders
on such shelf Registration Statement and permit each such holder to include its Registrable Securities included on the shelf Registration
Statement in the Shelf Underwritten Offering if such holder notifies the proposing holders and the Company within two (2) business
days after delivery of the Take-Down Notice to such holder; and
(B) in
the event that the managing underwriter or underwriters advise the Company and the proposing holders in writing that, in their view,
the total amount of securities which would otherwise be included in such take-down offering exceeds the largest amount that can be sold
in an orderly manner in such take-down offering within a price range acceptable (I) to the Qualified Holder(s) that delivered
the Take-Down Notice in the case of an underwritten block trade (or similar transaction) or (II) in all other instances to the holders
of a majority of the Registrable Securities proposed to be offered for sale in such Shelf Underwritten Offering, the managing underwriter
or underwriters shall limit the amount of securities which would otherwise be included in such take-down offering in the same manner
as described in Section 3(b) with respect to a limitation of the amount of securities to be included in a Demand Registration.
(ii) Notwithstanding
the time periods set forth in Section 3(c)(i) to the contrary, if any of the Qualified Holders wish to engage in an
underwritten block trade (or similar transaction) off of a shelf Registration Statement (through a take-down from a shelf Registration
Statement covering Registrable Securities), then such Qualified Holder(s) only needs to provide the Take-Down Notice for such offering
to the Company (and the Company must simultaneously deliver the Take-Down Notice to the other holders of Registrable Securities) of the
block trade Shelf Underwritten Offering at least 48 hours prior to the expected time of the pricing of such offering and such other holders
who are able to participate must elect whether or not to participate within the time period specified in such Take-Down Notice (which
time period shall be at least 24 hours prior to the expected time of the pricing of such offering), and the Company shall as expeditiously
as possible use its reasonable best efforts to facilitate such Shelf Underwritten Offering (which may close as early as one (1) business
day after the date it commences).
7
(iii) The
offer price for a Shelf Underwritten Offering shall be determined jointly by the party delivering the Take-Down Notice, and by the Permira
Stockholder and the AFT Stockholder, as applicable, to the extent either is, or both are, participating in a Shelf Underwritten Offering
initiated by the other.
(d) Postponement
of Registration.
(i) If
the board of directors of the Company, in its good faith reasonable judgment, determines that any registration of Registrable Securities
or offering of Registrable Securities off of a shelf Registration Statement (a “Shelf Take-Down”), including any Demand
Registration, a Required Shelf, any other shelf registration or automatic shelf registration or any Shelf Underwritten Offering, should
not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger,
share exchange or other transaction or event involving the Company or any of its Subsidiaries or because the Company does not yet have
appropriate financial statements of acquired or to be acquired entities available for filing or because the Company has material, confidential
information that may be required to be disclosed in a registration statement and which the board of directors of the Company deems reasonably
inappropriate to disclose at such time (in each case, a “Valid Business Reason”), then (x) the Company may postpone
filing a Registration Statement relating to a Demand Registration, a Required Shelf or any other shelf registration or automatic shelf
registration and suspend the offering and sale of Registrable Securities off of any shelf Registration Statement, until five (5) business
days after such Valid Business Reason no longer exists, but in no event, without the consent of the Permira Stockholder and the AFT Stockholder
for more than forty-five (45) days after the date the board of directors of the Company determines a Valid Business Reason exists and
(y) in case a Registration Statement has been filed relating to a Demand Registration, if the Valid Business Reason has not resulted
from actions taken by the Company, the Company may, to the extent determined in the good faith reasonable judgment of the board of directors
of the Company to be reasonably necessary to avoid interference with any of the transactions described above, cause such Registration
Statement to be withdrawn and its effectiveness terminated (other than a shelf Registration Statement, which shall not be subject to
withdrawal or termination pursuant to this Section 3(d)) or postpone amending or supplementing such Registration Statement
until five (5) business days after such Valid Business Reason no longer exists, but in no event, without the consent of the Permira
Stockholder and the AFT Stockholder for more than forty-five (45) days after the date the board of directors of the Company determines
a Valid Business Reason exists (such period of suspension, postponement or withdrawal under clause (x) or (y) of
this Section 3(d)(i), the “Postponement Period”). The Company shall give written notice to the holders
of Registrable Securities that were (or would have had the right) to be included in such Demand Registration, Required Shelf or other
shelf registration or automatic shelf registration or have the right to initiate a Shelf Take-Down of its determination to postpone or
withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists,
in each case, promptly after the occurrence thereof and the holders of Registrable Securities shall keep any information obtained in
connection with such notice confidential in accordance with; provided, however, that the Company shall not be permitted
to postpone or withdraw a Registration Statement more than twice in any twelve (12) month period or for an aggregate of more than ninety
(90) days in any twelve (12) month period, in each case without the consent of the Permira Stockholder and the AFT Stockholder.
8
(ii) If
the Company shall give any notice of suspension, postponement or withdrawal of any Registration Statement or Shelf Take-Down pursuant
to the foregoing paragraph (i), the Company shall not, during the Postponement Period, register any Common Stock, other than pursuant
to a Registration Statement on Form S-4 or Form S-8 (or any similar or successor form). Each holder of Registrable Securities
agrees that, upon receipt of any written notice from the Company that the Company has determined to suspend, withdraw, terminate or postpone
amending or supplementing any Registration Statement or Shelf Take-Down pursuant to the foregoing paragraph (i), such holder will for
a corresponding period discontinue its disposition of Registrable Securities pursuant to such Registration Statement; provided, however, that the time periods under Section 3, Section 4 or Section 5 with respect to the
length of time that the effectiveness of a Registration Statement must be maintained shall automatically be extended by the amount of
time the holder is required to discontinue disposition of such securities. If the Company shall have withdrawn or prematurely terminated
a Registration Statement filed pursuant to Section 3(a) or Section 4(a) (whether pursuant to the foregoing
paragraph (i) or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency
or court or for any other reason permitted hereunder), the Company shall not be considered to have effected an effective registration
for the purposes of this Agreement until the Company shall have filed a new Registration Statement covering the Registrable Securities
covered by the withdrawn or terminated Registration Statement and such Registration Statement shall have been declared effective and
shall not have been withdrawn. If the Company shall give any notice of suspension, withdrawal or postponement of a Registration Statement
or Shelf Take-Down, the Company shall, not later than five (5) business days after the Valid Business Reason that caused such suspension,
withdrawal or postponement no longer exists (but in no event later than sixty (60) days after the date of the postponement or withdrawal),
use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn
or postponed Registration Statement in accordance with this Section 3 or Section 4, as applicable (unless the
Qualified Holder(s) initiating such Demand Registration or Shelf Underwritten Offering shall have withdrawn such request, in which
case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration
shall not be withdrawn or postponed pursuant to the foregoing paragraph (i).
(e) Cancellation
of a Demand Registration. Holders of a majority of the Registrable Securities which are to be registered in a particular offering
pursuant to this Section 3 shall have the right to notify the Company that they have determined that the Registration Statement
or a Shelf Underwritten Offering be abandoned or withdrawn, in which event the Company shall abandon or withdraw such Registration Statement
or Shelf Underwritten Offering, as applicable, and concurrently advise in writing all holders of Registrable Securities thereof; provided, however, that, in connection with any underwritten Demand Registration or Shelf Underwritten Offering initiated (i) solely
by the Permira Stockholder, only the Permira Stockholder shall have the right to notify the Company that they have determined that the
corresponding Registration Statement or Shelf Underwritten Offering be abandoned or withdrawn or (ii) solely by the AFT Stockholder,
only the AFT Stockholder shall have the right to notify the Company that they have determined that the corresponding Registration Statement
or Shelf Underwritten Offering be abandoned or withdrawn.
9
(f) Number
of Demand Notices. In connection with the provisions of this Section 3, each of the Permira Stockholder and the AFT Stockholder
shall have an unlimited number of Demand Notices which they are permitted to deliver (or cause to be delivered) to the Company hereunder; provided, however, that the Permira Stockholder and the AFT Stockholder shall lose such right to provide (or cause to be
provided) a Demand Notice at such time as they (and their Permitted Transferees) cease to hold Registrable Securities. For the purposes
of this Section 3(f), a Take-Down Notice with respect to a Shelf Underwritten Offering will be considered a Demand Notice.
(g) Registration
Statement Form. If any registration requested pursuant to this Section 3 which is proposed by the Company to be effected
by the filing of a Registration Statement on Form S-3 (or any successor or similar short-form registration statement) shall be in
connection with an underwritten Public Offering, and if the managing underwriter shall advise the Company in writing that, in its opinion,
the use of another form of Registration Statement is of material importance to the success of such proposed offering or is required by
applicable law, then such registration shall be effected on such other form.
Section 4. Automatic
Shelf Registrations.
(a) Filing.
Following the date that is twelve (12) full calendar months after the consummation of the Initial Public Offering, if the Company has
not filed a shelf Registration Statement pursuant to Section 3(a), then the Company shall use reasonable best efforts to
(i) file a shelf Registration Statement for a public offering of all Registrable Securities pursuant to Rule 415 promulgated
under the Securities Act (the “Required Shelf”) no later than the first (1st) day on which such filing can be made
with the SEC following such date and (ii) cause the Required Shelf to become effective as soon as possible thereafter. To the extent
that the Company is a WKSI at the time of filing the Required Shelf, the Company shall designate the Required Shelf as an Automatic Shelf
Registration Statement. The Company shall use reasonable best efforts to remain a WKSI during the period which such Automatic Shelf Registration
Statement is required to remain effective in accordance with this Agreement. The Company shall (i) promptly (but in any event no
later than ten (10) days prior to the date the Required Shelf is declared effective) give written notice of the proposed registration
to all other holders of Registrable Securities and (ii) use its reasonable best efforts to permit or facilitate the sale and distribution
of all Registrable Securities under the Required Shelf as may be specified by a holder pursuant to, and in accordance with, its rights
set forth in Section 3 or Section 5 hereof.
(b) Continued
Effectiveness. The Company shall use its reasonable best efforts to keep the Required Shelf continuously effective under the Securities
Act in order to permit the Prospectus or any free writing prospectus forming a part thereof to be usable by the holders of Registrable
Securities until the date as of which all Registrable Securities registered by the Required Shelf have been sold or have otherwise ceased
to be Registrable Securities. Subject to the Company’s rights under Section 3(d), the Company shall not be deemed to
have used its reasonable best efforts to keep the shelf Registration Statement effective during such period if the Company voluntarily
takes any action, or omits to take any commercially reasonable action, that would result in the holders of Registrable Securities not
being able to offer and sell any Registrable Securities pursuant to the Required Shelf pursuant to, and in accordance with, its rights
set forth in Section 3 or Section 5 hereof during such period, unless such action or omission is (x) a suspension
or postponement permitted pursuant to Section 3(d) or (y) required by applicable law, rule or regulation.
The Company shall use its reasonable best efforts to file any replacement or additional shelf Registration Statement and use its reasonable
best efforts to cause such replacement or additional shelf Registration Statement to become effective prior to the expiration of the
initial shelf Registration Statement.
10
Section 5. Piggyback
Registration.
(a) Right
to Piggyback.
(i) Except
with respect to a Demand Registration, the procedures for which are addressed in Section 3, or the filing of a Required Shelf,
the procedures for which are addressed in Section 4, if the Company proposes to file a registration statement under the Securities
Act with respect to an offering of Common Stock whether or not for sale of its own account (other than a registration statement (A) on
Form S-4, Form S-8 or any successor forms thereto, (B) filed solely in connection with an exchange offer or any employee
benefit or dividend reinvestment plan or (C) in connection with an underwritten offering of debt securities that are convertible
into Common Stock), then, subject to Section 5(a)(ii), the Company shall give prompt written notice of such proposed filing
at least ten (10) business days before the anticipated filing date (the “Piggyback Notice”) to each Qualified
Holder. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement
the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 5(b) hereof,
the Company shall include in each such Piggyback Registration all Registrable Securities from all holders with respect to which the Company
has received written requests for inclusion therein within five (5) business days after Piggyback Notice has been given to the applicable
holder. Each eligible holder of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities from
a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, however, that such
request must be made prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with
respect to such Piggyback Registration and otherwise may only be made in accordance with procedures reasonably determined by the underwriters
in connection with any underwriting arrangements. The Company shall be required to maintain the effectiveness of the Registration Statement
for a Piggyback Registration until the earlier to occur of (x) one hundred eighty (180) days after the effective date thereof and
(y) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. The foregoing
piggyback rights with respect to each Qualified Holder shall expire on the first date on which such holder and its Affiliates no longer
own any Registrable Securities.
(ii) Notwithstanding
anything to the contrary in this Agreement, in connection with a Public Offering (other than pursuant to a Demand Registration) following
the Initial Public Offering, in each case in which the Permira Stockholder or the AFT Stockholder are selling (or causing to be sold)
shares of Common Stock beneficially owned by them on a secondary basis, the Company shall be required to deliver a Piggyback Notice and
in such event all other holders of Registrable Securities shall have the right to participate in such offering on a pro rata basis with
the Permira Stockholder and the AFT Stockholder (subject to Section 5(b)) (it being understood that in connection with any
Public Offering in which the Permira Stockholder and the AFT Stockholder are not selling (or causing to be sold) shares of Common Stock
beneficially owned by them on a secondary basis, no such Piggyback Notice need be sent and such holders of Registrable Securities shall
have no such right to participate in such offering).
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(b) Priority
on Piggyback Registrations. The Company shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit holders of Registrable Securities who have submitted a written request for inclusion therein in accordance
with Section 5(a)(i) to include in such offering all Registrable Securities as each such holder so requested on the
same terms and conditions as other shares of Common Stock, if any, included in the offering. Notwithstanding the foregoing, if the managing
underwriter or underwriters of such underwritten offering have informed the Company in writing that, in their view, the total amount
of securities that such holders of Registrable Securities, the Company and any other Persons having rights to participate in such registration
intend to include in such offering exceeds the largest amount (the “Section 5(b) Sale Amount”) that can
be sold in an orderly manner in such underwritten offering, then there shall be included in such registration an amount of securities
not exceeding the Section 5(b) Sale Amount, and such amount of securities shall be allocated as follows:
(i) *first*,
any securities for which inclusion in such Registration Statement was requested by the Company on its own behalf;
(ii) *second*,
all Registrable Securities requested to be registered by the Qualified Holders, if applicable, allocated, if necessary for the offering
not to exceed the Section 5(b) Sale Amount, pro rata among such Qualified Holders on the basis of the number of Registrable
Securities then owned by each such holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by
all such holders requesting inclusion; and
(iii) *third*,
pro rata among all Persons (other than the Company and the Qualified Holders) requesting that securities be included in such registration,
on the basis of the number of securities then owned by each such Person (other than the Company, the Qualified Holders, to the extent
applicable) requesting registration in relation to the aggregate number of securities owned by all such Persons (other than the Company
and the Qualified Holders, to the extent applicable) requesting registration.
Section 6. Restrictions
on Public Sale by Holders of Registrable Securities.
(a) Each
Stockholder agrees in connection with the Initial Public Offering and holder of Registrable Securities agrees in connection with any
underwritten offering made pursuant to a Registration Statement filed pursuant to Section 3, Section 4 or Section 5 hereof (whether or not such holder elected to include Registrable Securities in such Registration Statement or Shelf Underwritten Offering),
if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any
public sale or distribution of any of the Company’s equity securities (or securities convertible into or exchangeable or exercisable
for equity) (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic
arrangement that transfers to another any of the economic consequences of owning any of the Company’s equity securities (or securities
convertible into or exchangeable or exercisable for equity), or to give any Demand Notice or Take-Down Notice during the period commencing
on the earlier of (x) the date of the distribution of a preliminary Prospectus in connection with an underwritten offering (which
shall be no earlier than fourteen (14) days prior to the expected “pricing” of such offering) or (y) the “pricing”
of such offering and continuing for not more than one hundred eighty (180) days (with respect to the Initial Public Offering) or ninety
(90) days (with respect to any other offering) after the date of the Prospectus (or Prospectus supplement if the offering is made pursuant
to a shelf Registration Statement), pursuant to which such public offering shall be made, or such lesser period as is required by the
managing underwriter. In the case of (i) any block trade (or similar transaction) off a shelf Registration Statement, the Qualified
Holder delivering such Take-Down Notice, (ii) any other Demand Registration or Piggyback Registration, the holders of a majority
of the Registrable Securities proposed to be sold in an underwritten offering and (iii) the Initial Public Offering, the Company
shall be responsible for negotiating all “lock-up” agreements with the underwriters applicable to holders of Registrable
Securities and, in addition to the foregoing provisions of this Section 6, the Stockholders and holders of Registrable Securities
agree to execute the form so negotiated.
12
(b) If
any registration pursuant to Section 3 hereof shall be in connection with any underwritten offering or a Take-Down Notice
is delivered with respect to any Shelf Underwritten Offering, the Company will not effect any public sale or distribution of any equity
(or securities convertible into or exchangeable or exercisable for equity) (other than pursuant to a registration statement (i) on
Form S-4, Form S-8 or any successor forms thereto or (ii) filed solely in connection with an exchange offer or any employee
benefit or dividend reinvestment plan) for its own account during the period commencing on the earlier of (x) the date of the distribution
of a preliminary Prospectus in connection with an underwritten offering (which shall be no earlier than fourteen (14) days prior to the
expected “pricing” of such offering) or (y) the “pricing” of such offering and continuing for not more than
ninety (90) days after the date of the final Prospectus (or Prospectus supplement if the offering is made pursuant to a “shelf”
registration), pursuant to which such public offering shall be made, or such lesser period as is required by the managing underwriter.
Section 7. Registration
Procedures. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Section 3, Section 4 or Section 5 hereof, the
Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods
of disposition thereof, and pursuant thereto the Company shall reasonably cooperate in good faith in the sale of the securities and shall,
as expeditiously as possible:
(a) prepare
and file with the SEC a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable
Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof (including,
without limitation, a distribution to, and resale by, the members or partners of a holder of Registrable Securities, a “Partner
Distribution”), and use its reasonable best efforts to cause such Registration Statement to become effective and to remain
effective as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments
or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), or comparable
statements under securities or state “blue sky” laws of any jurisdiction, or any free writing prospectus related thereto,
the Company shall furnish or otherwise make available to each holder of Registrable Securities whose Registrable Securities are included
in such Registration Statement or Prospectus, to (i) one (1) counsel for the Permira Stockholder and one (1) counsel for
the AFT Stockholder, respectively (to be selected by the Permira Stockholder and the AFT Stockholder, respectively, as applicable), if
such Registration Statement is pursuant to a Demand Registration or Shelf Take-Down initiated by the Permira Stockholder and AFT Stockholder
or if the Permira Stockholder and/or the AFT Stockholder beneficially own Registrable Securities included in such Registration Statement
and (ii) one (1) counsel for the holders of Registrable Securities covered by such Registration Statement, Shelf Take-Down
or Prospectus (to be selected by the holders of a majority of the Registrable Securities included in such Registration Statement or Shelf
Take-Down) and one (1) counsel for the managing underwriters, if any, reasonably complete drafts of all such documents proposed
to be filed, which documents will be subject to the reasonable review and comment of such holders and counsel, and such other documents
reasonably requested by such holders or counsel, including any correspondence between the SEC and the Company, its counsel or auditors
and all memoranda relating to discussions with the SEC with respect to such Registration Statement (including documents that would be
incorporated or deemed to be incorporated therein by reference), and, if requested by such holders or counsel, provide such holders (which
holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company) and/or counsel
reasonable opportunity to participate in the preparation of such Registration Statement and each Prospectus included therein, including
the insertion in any such Registration Statement or Prospectus of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included therein, and such other opportunities to conduct a reasonable investigation
within the meaning of the Securities Act, including reasonable access during reasonable business hours to the Company’s books and
records, officers, accountants and other advisors. The Company shall not file any such Registration Statement or Prospectus or any amendments
or supplements thereto (including such documents that, upon filing, would be incorporated or deemed to be incorporated by reference therein),
or any such comparable statements under securities or state “blue sky” laws of any jurisdiction, or any such free writing
prospectus related thereto, with respect to a Demand Registration or Shelf Take-Down, to which such holders or counsel, on behalf of
such holders of a majority of the Registrable Securities covered by such Registration Statement or Prospectus or such managing underwriters,
as the case may be, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary
to comply with applicable law;
13
(b) prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration
Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities
Act with respect to the disposition of all securities covered by such Registration Statement; and cause the related Prospectus to be
supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the
disposition of the securities covered by such Registration Statement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the Securities Act;
(c) notwithstanding
anything contained herein to the contrary, at the request of any holder of Registrable Securities seeking to effect or considering a
Partner Distribution, (i) file any Prospectus supplement or post-effective amendments, or include in the initial Registration Statement
any disclosure or language, or include in any Prospectus supplement or post-effective amendment any disclosure or language, and otherwise
take any action, deemed necessary or advisable by such holder to effect such Partner Distribution and (ii) cooperate with and assist
such holder and the transfer agent to facilitate such Partner Distribution in the manner reasonably requested by such holder (including
other than pursuant to a Registration Statement).
(d) notify
each selling holder of Registrable Securities, its counsel and the managing underwriters, if any, promptly and in writing, (i) when
a Registration Statement, any pre-effective amendment thereto, a Prospectus, any Prospectus supplement, any post-effective amendment
to a Registration Statement or any free writing prospectus has been filed with the SEC and, with respect to a Registration Statement
or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or any other federal or state
governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if at any time the Company has reason to believe that the representations and warranties
of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 7(p) below
cease to be true, complete and correct, or could reasonably be expected with the passage of time to cease to be true, complete and correct,
(v) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose,
and (vi) if the Company becomes aware of the existence of any fact or the occurrence of any event that makes any statement made
in such Registration Statement, related Prospectus, any document incorporated or deemed to be incorporated therein by reference, any
free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser untrue in any material respect
or that requires the making of any changes in such Registration Statement, Prospectus, documents, free writing prospectus or information
so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus,
any free writing prospectus or the information conveyed to any purchaser at the time of sale to such purchaser, it will not contain any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading (which notice shall notify the selling holders only of the existence of
such a fact or occurrence of such an event and shall provide no additional information regarding such fact or event to the extent such
information would constitute material non-public information);
14
(e) use
its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting
of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction
at the earliest date reasonably practicable;
(f) if
requested by the managing underwriters, if any, or the holders of a majority of the then outstanding Registrable Securities being sold
in connection with an underwritten offering, promptly include in a Prospectus supplement or post-effective amendment such information
as the managing underwriters, if any, or such holders may reasonably request in order to permit the intended method of distribution of
such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after
the Company has received such request; provided, however, that the Company shall not be required to take any actions under
this Section 7(f) that are not, in the opinion of counsel for the Company, in compliance with applicable law;
(g) furnish
or make available to each selling holder of Registrable Securities, its counsel and each managing underwriter, if any, without charge,
at least one (1) conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each
post-effective amendment thereto, including financial statements (but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter), and any free
writing prospectus utilized in connection therewith;
(h) deliver
to each selling holder of Registrable Securities, its counsel, and the underwriters, if any, without charge, as many copies of each Prospectus
(including each form of or preliminary Prospectus) and each amendment or supplement thereto, and each free writing prospectus utilized
in connection therewith, as such Persons may reasonably request from time to time in connection with the distribution of the Registrable
Securities; and the Company, subject to the last paragraph of this Section 7, hereby consents to the use of such Prospectus
and each such amendment or supplement thereto, and each such free writing prospectus, by each of the selling holders of Registrable Securities
and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any
such amendment or supplement thereto;
(i) prior
to any Public Offering of Registrable Securities, use its reasonable best efforts to register or qualify or cooperate with the selling
holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification
(or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue
sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep
each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required
to be kept effective and to take any other action that may be necessary or advisable to enable such holders of Registrable Securities
to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company
will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) subject
itself to taxation in any such jurisdiction or (iii) take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject;
15
(j) cooperate
with the selling holders of Registrable Securities and holders of Registrable Securities seeking effect a Partner Distribution, the managing
underwriters and the transfer agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any legends)
representing Registrable Securities to be sold or transferred after receiving written representations from each holder of such Registrable
Securities that the Registrable Securities represented by the certificates so delivered by such holder will be transferred in accordance
with the Registration Statement or otherwise pursuant to a Partner Distribution, including by delivering to the transfer agent a letter
of indemnity in lieu of a medallion guarantee, and enable such Registrable Securities to be in such denominations and registered in such
names as the managing underwriters, if any, or holders may request at least two (2) business days prior to any sale or transfer
of Registrable Securities in a firm commitment underwritten offering, but in any other such sale or transfer, within five (5) business
days prior to having to issue the securities, and instruct any transfer agent and registrar of Registrable Securities to release any
stop transfer orders in respect thereof (and, in the case of Registrable Securities registered on a shelf Registration Statement, at
the request of any holder, prepare and deliver certificates representing such Registrable Securities not bearing any restrictive legends
and to deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow such Registrable Securities
to be sold from time to time);
(k) use
its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental agencies or authorities within the United States, except as may be required solely as a consequence of the
nature of such selling holder’s business, in which case the Company will cooperate in all reasonable respects with the filing of
such Registration Statement and the granting of such approvals, as may be necessary to enable the seller or sellers thereof or the underwriters,
if any, to consummate the disposition of such Registrable Securities;
(l) upon
the Company becoming aware of the existence of any fact or occurrence of any event contemplated by Section 7(d)(vi) above,
promptly prepare and file with the SEC a supplement or post-effective amendment to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document
so that, as thereafter promptly delivered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus will
not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading;
(m) prior
to the effective date of the Registration Statement relating to the Registrable Securities, provide a CUSIP number for the Registrable
Securities;
(n) provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from
and after a date not later than the effective date of such Registration Statement and, in the case of any secondary equity offering,
provide and enter into any reasonable agreements with a custodian for the Registrable Securities;
(o) use
its reasonable best efforts to cause all Registrable Securities covered by such Registration Statement to be listed on the principal
national securities exchange on which similar securities of the Company are then listed prior to the effectiveness of such Registration
Statement (or, if such registration is the Initial Public Offering, use its reasonable best efforts to cause such Registrable Securities
to be listed on the New York Stock Exchange);
16
(p) enter
into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and
take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection
therewith (including those reasonably requested by the managing underwriters, if any) to expedite or facilitate the disposition of such
Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration
is an underwritten registration, (i) make such representations and warranties to the holders of such Registrable Securities and
the underwriters or other financial institution facilitating such offering, if any, with respect to the business of the Company and its
Subsidiaries, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters or other such financial institution
in underwritten offerings, and, if true, confirm the same if and when requested, (ii) use its reasonable best efforts to obtain
an opinion and “negative assurance” letter from the Company’s counsel (and, if applicable, local counsel) and a “cold
comfort” letter and updates thereof from the independent public accountants who have certified the Company’s financial statements
(and/or any other financial statements) included or incorporated by reference in the Registration Statement, in each case, in customary
form reasonably satisfactory to the underwriters or other financial institution facilitating such offering, if any, and to the holders
of a majority of the Registrable Securities being sold pursuant to such Registration Statement, (iii) use its reasonable best efforts
to furnish to each holder of such Registrable Securities upon its request and to each underwriter or other financial institution facilitating
such offering, if any, a copy of such opinion, “negative assurance” letter and comfort letter addressed to such underwriter
or other financial institution facilitating such offering, (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures substantially to the effect set forth in Section 9 hereof with respect to all parties
to be indemnified pursuant to Section 9 except as otherwise agreed by both the Permira Stockholder and the AFT Stockholder
(provided that the Permira Stockholder and the AFT Stockholder shall not agree to any modification of such indemnification provisions
and procedures that disproportionately and adversely affects any other Stockholder without such other Stockholder’s prior written
consent) and (v) deliver such documents and certificates as may be reasonably requested by the holders of a majority of the Registrable
Securities being sold pursuant to such Registration Statement, their counsel and the managing underwriters, if any, to evidence the continued
validity of the representations and warranties made pursuant to Section 7(p)(i) above and to evidence compliance with
any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done
at each closing under such underwriting or similar agreement, or as and to the extent required thereunder;
(q) make
available for inspection by a representative of the selling holders of Registrable Securities, any underwriter or other financial institution
participating in any such disposition of Registrable Securities, if any, and any attorneys or accountants retained by such selling holders
or underwriter, at the offices where normally kept, during reasonable business hours, all financial and other records, pertinent corporate
documents and properties of the Company and its Subsidiaries, and cause the officers, directors and employees of the Company and its
Subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter or other financial institution
facilitating such offering, attorney or accountant in connection with such Registration Statement; provided, however, that
any information that is not generally publicly available at the time of delivery of such information shall be kept confidential by such
Persons unless (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information,
in the opinion of counsel to such Person, is required by law or applicable legal process, or (iii) such information becomes generally
available to the public other than as a result of a disclosure or failure to safeguard by such Person. In the case of a proposed disclosure
pursuant to clause (i) or (ii) of this Section 7(q), such Person shall be required to give the Company
written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to
prevent or limit the proposed disclosure. Without limiting the foregoing, no such information shall be used by such Person as the basis
for any market transactions in securities of the Company or its Subsidiaries in violation of law;
17
(r) cause
its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration
Statement (including, without limitation, participation in “road shows”) taking into account the Company’s business
needs;
(s) comply
(and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act);
(t) cooperate
with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities
and their respective counsel in connection with any filings required to be made with FINRA;
(u) take
no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent
that any prohibition is applicable to the Company, the Company will use its reasonable best efforts to make any such prohibition inapplicable;
(v) take
all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 3, Section 4 or Section 5 complies in all material respects with the Securities Act, is filed in accordance with
the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and,
when taken together with the related Prospectus, Prospectus supplement and related documents, will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading;
(w) take
all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such
Registrable Securities; and
(x) upon
request, take all reasonable action to cooperate with any holder of Registrable Securities transfer of such securities to a brokerage
account utilized for purposes of holding restricted securities under a segregated DTC number.
The
Company shall use its reasonable best efforts to qualify for registration on Form S-3 for secondary sales. To the extent the Company
is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”), promptly
following the date on which the Company becomes eligible to file an automatic shelf registration statement (as defined in Rule 405
under the Securities Act) (an “Automatic Shelf Registration Statement”) on Form S-3, the Company shall notify
the holders of Registrable Securities in writing at least ten (10) business days prior to the filing of the Automatic Shelf Registration
Statement, of such eligibility and its intention to file and maintain the Automatic Shelf Registration Statement which covers the Registrable
Securities held by the such holders, unless such holders inform the Company in writing prior to the filing of such Automatic Shelf Registration
Statement not to include such holders of Registrable Securities in such Automatic Shelf Registration Statement, and the Company shall
subsequently file such Automatic Shelf Registration Statement. The Company shall use its commercially reasonable best efforts to remain
a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such
Automatic Shelf Registration Statement is required to remain effective pursuant to this Agreement. If the Company does not pay the filing
fee covering the Registrable Securities at the time the Automatic Shelf Registration Statement is filed, the Company agrees to pay such
fee at such time or times as the Registrable Securities are to be sold. If the Automatic Shelf Registration Statement has been outstanding
for at least three (3) years, prior to the end of the third (3rd) year the Company shall file a new Automatic Shelf Registration
Statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company
determines that it is not a WKSI, the Company shall use its commercially reasonable best efforts to refile the shelf Registration Statement
on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during
which such registration statement is required to be kept effective.
18
The Company may require each
holder of Registrable Securities as to which any registration is being effected to furnish to the Company in writing such information
required under applicable law in connection with such registration regarding such seller only and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request in writing and the Company may exclude from such registration the
Registrable Securities of any holder who unreasonably fails to furnish such required information within a reasonable time after receiving
such request.
To the extent that any of
the Qualified Holders is deemed to be an underwriter of Registrable Securities pursuant to any SEC comments or policies, the Company
agrees that (i) the indemnification and contribution provisions contained in Section 9 hereof shall be applicable to
the benefit of such Qualified Holder, in its role as deemed underwriter in addition to its capacity as Stockholder, and any of the Qualified
Holders, as applicable, may require the Company to enter into a further agreement to such effect, including providing representations,
warranties and indemnities similar to those contained in a customary underwriting agreement and (ii) any of the Qualified Holders,
as applicable, shall be entitled to conduct the due diligence which they would normally conduct in connection with an offering of securities
registered under the Securities Act, including, without limitation, receipt of customary opinions and comfort letters.
Each holder of Registrable
Securities agrees if such holder has Registrable Securities covered by such Registration Statement that, upon receipt of any written
notice from the Company of the existence of any fact or occurrence of any event of the kind described in Section 7(d)(ii),
Section 7(d)(iii), Section 7(d)(iv), Section 7(d)(v) or Section 7(d)(vi) hereof,
such holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus
until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7(l) hereof,
or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed (which shall be at the earliest
opportunity that is reasonably practicable), and has received copies of any additional or supplemental filings that are incorporated
or deemed to be incorporated by reference in such Prospectus; provided, however, that the time periods under Section 3, Section 4 or Section 5 with respect to the length of time that the effectiveness of a Registration Statement
must be maintained shall automatically be extended by the amount of time the holder is required to discontinue disposition of such securities.
Section 8. Registration
Expenses. All reasonable fees and expenses incident to the performance of or compliance with this Agreement by the Company including,
without limitation, (i) all registration, listing and filing fees (including, without limitation, fees and expenses (A) paid
to the SEC, a stock exchange or FINRA and (B) of compliance with securities or “blue sky” laws, including, without limitation,
any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable
Securities pursuant to Section 7(i)), (ii) printing expenses (including, without limitation, expenses of printing certificates
for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses if the printing
of Prospectuses is requested by the managing underwriters, if any, or by the holders of a majority of the Registrable Securities included
in any Registration Statement), (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements
of counsel for the Company, (v) expenses of the Company incurred in connection with any road show, (vi) fees and disbursements
of all independent certified public accountants referred to in Section 7(p)(ii) hereof and any other Persons, including
special experts retained by the Company, (vii) fees and expenses payable to a Qualified Independent Underwriter, and (viii) fees
and disbursements of (A) one (1) counsel for the Permira Stockholder, together with any necessary local counsel as may be required
by the Permira Stockholder and one (1) counsel for the AFT Stockholder, together with any necessary local counsel as may be required
by the AFT Stockholder, respectively, if such Registration Statement is pursuant to a Demand Registration initiated by the Permira Stockholder
and the AFT Stockholder or if the Permira Stockholder and/or the AFT Stockholder beneficially own Registrable Securities included in
such Registration Statement or (B) one (1) counsel for the holders of Registrable Securities whose shares are included in a
Registration Statement, which counsel shall be selected as provided by Section 7(a), shall be borne by the Company whether
or not any Registration Statement is filed or becomes effective. In addition, the Company shall pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit, the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange
on which similar securities issued by the Company are then listed and rating agency fees and the fees and expenses of any Person, including
special experts, retained by the Company.
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The Company shall not be
required to pay (i) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter
(except as set forth in clauses (i)(B) and (viii) of the first paragraph of this Section 8),
(ii) any underwriter’s fees (including discounts, commissions or fees of underwriters, selling brokers, dealer managers or
similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable
Securities sold by the Company, and except as set forth in clause (vii) of the first paragraph of this Section 8),
or (iii) any other expenses of the holders of Registrable Securities not required to be paid by the Company pursuant to the first
paragraph of this Section 8.
Section 9. Indemnification.
(a) The
Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each holder
of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, its directors, officers,
fiduciaries, employees, stockholders, members or general and limited partners (and the directors, officers, fiduciaries, employees, stockholders,
members or general and limited partners thereof), each other Person who participates as a seller (and its directors, officers, fiduciaries,
employees, stockholders, members or general and limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering
or sale of such securities, each officer, director, employee, stockholder, fiduciary, managing director, agent, Affiliate, consultant,
representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, and each other Person, if any,
who controls such holder, seller, underwriter or Qualified Independent Underwriter within the meaning of the Securities Act, from and
against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened)
and expenses (including reasonable and documented fees of counsel and any amounts paid in any settlement effected with the Company’s
consent, which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the
Securities Act or otherwise in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are
based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under
which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any preliminary, final or summary prospectus or any amendment or supplement thereto, together with the
documents incorporated by reference therein, or any free writing prospectus utilized in connection therewith, or the omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, (iii) any untrue statement or alleged untrue statement of
a material fact in the information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission
or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any
federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the
Company in connection with any such registration, and the Company will reimburse any such indemnified party for any documented legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such
expenses are incurred; provided, however, that the Company shall not be liable to any such indemnified party in any such
case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission
or alleged omission of a material fact made in such registration statement or amendment thereof or supplement thereto or in any such
prospectus or any preliminary, final or summary prospectus or free writing prospectus in reliance upon and in strict conformity with
written information furnished to the Company by or on behalf of such indemnified party specifically for use therein. Such indemnity and
reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified
party and shall survive the transfer of such securities by such holder.
20
(b) Each
holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus (and, if the Company
requires as a condition to including any Registrable Securities in any Registration Statement filed in accordance with Section 3, Section 4 or Section 5, any underwriter and Qualified Independent Underwriter, if any) shall, severally and not
jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9(a)) to the extent
permitted by law the Company, its officers and directors, each Person controlling the Company within the meaning of the Securities Act
and all other prospective sellers and their directors, officers, stockholders, fiduciaries, managing directors, agents, Affiliates, consultants,
representatives, successors, assigns or general and limited partners and respective controlling Persons with respect to any untrue statement
or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such Registration Statement,
any preliminary, final or summary Prospectus contained therein, or any amendment or supplement thereto, or any free writing prospectus
utilized in connection therewith, if such statement or alleged statement or omission or alleged omission was made in reliance upon and
in strict conformity with written information furnished to the Company or its representatives by or on behalf of such holder, underwriter
or Qualified Independent Underwriter, if any, specifically for use therein, and each such holder, underwriter or Qualified Independent
Underwriter, if any, shall reimburse such indemnified party for any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such Claim as such expenses are incurred; provided, however, that the
indemnity agreement contained in this Section 9(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of such holder (which consent shall not be unreasonably
withheld or delayed), and the maximum aggregate amount which any such holder shall be required to pay pursuant to this Section 9 (including pursuant to indemnity, contribution or otherwise) shall in no case be greater than the amount of the net proceeds received
by such holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claim; provided, further, that such holder shall not be liable in any such case to the extent that prior to the filing of any such Registration
Statement or Prospectus or amendment thereof or supplement thereto, or any free writing prospectus utilized in connection therewith,
such holder has furnished in writing to the Company information expressly for use in such Registration Statement or Prospectus or any
amendment thereof or supplement thereto or free writing prospectus which corrected or made not misleading information previously furnished
to the Company. The Company and each holder of Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed
to in writing by such holder to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished to
the Company for use in any such Registration Statement, preliminary, final or summary Prospectus or amendment or supplement thereto,
or any free writing prospectus, are statements specifically relating to (i) the beneficial ownership of shares of Common Stock by
such holder and its Affiliates as disclosed in the section of such document entitled “Selling Stockholders” or “Principal
and Selling Stockholders” or other documents thereof and (ii) the name and address of such holder. If any additional information
about such holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such
document, then such holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity
and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified
party and shall survive the transfer of such securities by such holder.
21
(c) Indemnification
similar to that specified in the Section 9(a) and Section 9(b) (with appropriate modifications) shall
be given by the Company and each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement
or Prospectus with respect to any required registration or other qualification of securities under any applicable securities and state
“blue sky” laws.
(d) Any
Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of
any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 9, but the
failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 9, except to the extent the indemnifying party is materially and actually prejudiced thereby and
shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 9.
In case any action or proceeding is brought against an indemnified party and such indemnified party shall have notified the indemnifying
party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and, unless in
the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties
may exist in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the
extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party
to such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently
the action or proceeding within thirty (30) days after receiving notice from such indemnified party that the indemnified party believes
it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against
the indemnifying party reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified
party which are not available to the indemnifying party or which may conflict with those available to another indemnified party with
respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable
standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense
as set forth above (but with no more than one (1) firm of counsel for all indemnified parties in each jurisdiction, except to the
extent any indemnified party or parties reasonably shall have made a conclusion described in clause (ii) or (iii) of
this Section 9(d)) and the indemnifying party shall be liable for any expenses therefor. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect
to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or
not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include
a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
22
(e) If
for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 9(a), 9(b) or 9(c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified
party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation
provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the
relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties
hereto agree that it would not be just and equitable if any contribution pursuant to this Section 9(e) were to be determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the preceding sentences of this Section 9(e). The amount paid or payable in respect of any Claim shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 9(e) to
the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 9(e) to contribute
any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant
to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party
pursuant to Sections 9(b) and 9(c). In addition, no holder of Registrable Securities or any Affiliate thereof
shall be required to pay any amount under this Section 9(e) unless such Person would have been required to pay an amount
pursuant to Section 9(b) if it had been applicable in accordance with its terms.
(f) The
indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which
any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any
investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by
any such party.
(g) The
indemnification and contribution required by this Section 9 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred; provided, however, that the recipient thereof hereby undertakes to repay such payments if and to the extent it shall be determined by a
court of competent jurisdiction that such recipient is not entitled to such payment hereunder.
(h) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control (to the extent such provisions do not disproportionately and adversely affect any Stockholder).
Section 10. Rule 144
and Rule 144A.
(a) After
the Initial Public Offering, the Company shall (i) file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1)(i) of Rule 144) or, if the Company is not required to file such reports, it will, upon
the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales by
such holder of Registrable Securities under Rule 144 or Rule 144A, (ii) take such further action as any holder of Registrable
Securities may reasonably request, and (iii) furnish to each holder of Registrable Securities upon written request, (x) a copy
of the most recent annual or quarterly report of the Company and (y) such other reports and documents so filed by the Company as
such holder may reasonably request in availing itself of Rule 144 or Rule 144A, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 or Rule 144A. Upon the request of any holder of Registrable Securities, the Company shall deliver to such
holder a written statement as to whether it has complied with such requirements.
23
(b) The
provisions of Section 10(a) are not intended to modify or otherwise affect any restrictions on transfers of securities
contained in the Stockholders Agreement.
Section 11. Underwritten
Registrations.
(a) In
connection with any Demand Registration or Shelf Underwritten Offering other than with respect to any underwritten block trades (or similar
transaction), the holders of a majority of the Registrable Securities shall have the right, and in the case of any Shelf Underwritten
Offering with respect to underwritten block trades (or similar transaction), the Qualified Holder(s) that delivers the Take-Down
Notice initiating such Shelf Underwritten Offering shall have the right, to designate the lead managing underwriters in connection with
any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided that in each case other than an underwritten block trade (or similar transaction), each such underwriter is reasonably satisfactory to
the Company, which approval shall not be unreasonably withheld or delayed.
(b) If
the Company initiates a registration on its own behalf, and if the Permira Stockholder owns Registrable Securities that are included
in such registration, the Permira Stockholder shall have the right to designate the lead managing underwriters, and each other managing
underwriter, in connection with any underwritten offering pursuant to such registration; provided that, in each case, each such
underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed. In all other cases
where the Company initiated a registration on its own behalf, the Company shall have the right to designate the lead managing underwriters,
and each other managing underwriter, in connection with any underwritten offering pursuant to such registration; provided that,
in each case, each such underwriter is reasonably satisfactory to the Permira Stockholder, which approval shall not be unreasonably withheld
or delayed.
(c) No
Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell the Registrable Securities
it desires to have covered by the underwritten registration on the basis provided in any underwriting arrangements in customary form
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements
and other documents required under the terms of such underwriting arrangements, provided that such Person shall not be required
to make any representations or warranties other than those related to title and ownership of such Person’s shares and as to the
accuracy and completeness of statements made in a Registration Statement, Prospectus, offering circular, or other document in reliance
upon and in conformity with written information furnished to the Company or the managing underwriter by such Person for use therein.
Section 12. Miscellaneous.
(a) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may be given, with the written consent of the Company, the Permira Stockholder
and the AFT Stockholder; provided, however, that (x) any amendment, modification, supplement, waiver or consent to
departures from the provisions of this Agreement that would subject a Stockholder to adverse differential treatment relative to the other
Stockholders shall require the written consent of the differentially treated Stockholder and (y) any amendment, modification, supplement,
waiver or consent to departures from the provisions of this Agreement that would be adverse to a right specifically granted to a specific
Stockholder herein (but not to other Stockholders) shall require the agreement of that Stockholder; provided that, in the event
the Permira Stockholder and the AFT Stockholder no longer hold any Registrable Securities, this Agreement may be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may be given, with the written consent of the Company
and the Stockholders holding a majority of Registrable Securities held by the holders. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other
holders of Registrable Securities may be given by holders of at least a majority of the Registrable Securities being sold by such holders
pursuant to such Registration Statement.
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(b) Notices.
All notices required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied
or emailed and confirmed, or mailed by certified mail, return receipt requested, or overnight delivery service with proof of receipt
maintained, at the following address (or any other address that any such party may designate by written notice to the other parties):
If to the Company, to the
address of its principal executive offices. If to any Stockholder, at such Stockholder’s address as set forth on the records of
the Company. Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy or electronic
mail, be deemed received on the first business day following confirmation; shall, if delivered by overnight delivery service, be deemed
received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt
thereof or five (5) business days after the date of deposit in the United States mail.
(c) Successors
and Assigns; Stockholder Status. The rights and obligations contained in this Agreement shall be assignable to any transferee of
Registrable Securities. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties,
including the Company and subsequent holders of Registrable Securities acquired, directly or indirectly, from the Stockholders; provided, however, that such successor or assign shall not be entitled to such rights unless the successor or assign shall have executed
and delivered to the Company an Addendum Agreement substantially in the form of Exhibit A hereto (which shall also be executed
by the Company) promptly following the acquisition of such Registrable Securities, in which event such successor or assign shall be deemed
a Stockholder for purposes of this Agreement. Except as provided in Section 9 with respect to an indemnified party, nothing
expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their
respective successors and permitted assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or
any provision herein contained.
(d) Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or electronic mail with
attachment shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.
(e) Headings.
The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Agreement.
25
(f) Governing
Law. The provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York without giving effect to any choice of law rules that may direct the application of the laws of another jurisdiction.
(g) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant
or restriction.
It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.
(h) Entire
Agreement. This Agreement and the Stockholders Agreement are intended by the parties as a final expression of their agreement, and
are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject
matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein
and therein, with respect to the registration rights granted by the Company with respect to Registrable Securities. This Agreement supersedes
all prior agreements and understandings between the parties with respect to such subject matter.
(i) Securities
Held by the Company or Its Subsidiaries. Whenever the consent or approval of holders of a specified percentage of Registrable Securities
is required hereunder, Registrable Securities held by the Company or its Subsidiaries shall not be counted in determining whether such
consent or approval was given by the holders of such required percentage.
(j) Specific
Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the holders of any Registrable
Securities for breaches by the Company of the terms hereof and, consequently, that the equitable remedy of specific performance of the
terms hereof will be available in the event of any such breach.
(k) Limitation
on Other Registration Rights. From and after the date of this Agreement, the Company shall not: (i) enter into any agreement
with any holder or prospective holder of any securities of the Company giving such holder or prospective holder registration rights that
are more favorable in any respect than the rights granted under this Agreement or (ii) without the prior written consent of the
Qualified Holders, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder
or prospective holder any registration rights except as would otherwise be permitted under clause (i) of this Section 12(k).
(l) No
Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent
in any material respects with the rights granted to the Stockholders in this Agreement.
(m) Term.
This Agreement shall terminate with respect to a Stockholder on the date on which such Stockholder ceases to own Registrable Securities; provided that such Stockholder’s rights and obligations pursuant to Section 9, as well as the Company’s
obligations to pay expenses pursuant to Section 8, shall survive with respect to any registration statement in which any
Registrable Securities of such Stockholders were included and, for the avoidance of doubt, any underwriter lock-up that a Stockholder
has executed prior to the termination of this Agreement with respect to such Stockholder in accordance with this Section 12(m),
and any lock-up period in effect with respect to such Stockholder pursuant to Section 6 at the time of such termination,
shall remain in effect in accordance with its terms.
26
(n) Consent
to Jurisdiction. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New
York and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any
dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably
agrees that all claims in respect of such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of
any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any
defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is
being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect
to any other dispute in which a party to this Agreement may become involved.
(o) Each
of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the
nature specified in Section 12(n) above by the mailing of a copy thereof in the manner specified by the provisions of Section 12(b).
(p) EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
Section 13. Effectiveness
. This Agreement shall become effective as of
immediately prior to the Form 8-A Effective Time. Until such time as this Agreement becomes effective, the Original Stockholders’
Agreement shall remain in full force and effect. This Agreement shall automatically terminate if (i) the Underwriting Agreement
is terminated for any reason prior to the completion of the Initial Public Offering or (ii) the Initial Public Offering contemplated
by the Underwriting Agreement is not consummated on or before the tenth (10th) business day following the date of this Agreement, provided that Section 14 shall survive any such termination.
Section 14. Original
Stockholders’ Agreement
. The parties hereto hereby agree that in the
event this Agreement becomes effective but is subsequently terminated pursuant to Section 13, the parties shall either reinstate
the Original Stockholders’ Agreement or execute a registration rights agreement with terms that are substantially equivalent (to
the extent practicable) to, *mutatis mutandis*, the relevant terms of the Original Stockholders’ Agreement.
[*Signature Pages Follow*]
27
IN WITNESS WHEREOF, intending
to be legally bound hereby, the parties execute this Agreement as of the date first written above.
reformation Inc.
By:
Name:
Title:
PERMIRA STOCKHOLDER
Refo SCSp
By:
Name:
Title:
AFT STOCKHOLDER
Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended
By:
Name:
Title:
MANAGEMENT STOCKHOLDER
[
- ]
By:
Name:
---
## EXHIBIT 10.2
SEC source: [tm2513004d11_ex10-2.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-2.htm)
**Exhibit 10.2**
**SECOND AMENDED AND RESTATED**
**STOCKHOLDERS AGREEMENT**
**OF REFORMATION INC.**
**Dated
as of [****
- ], 2026**
**TABLE OF CONTENTS**
**Page**
| Section 1 EFFECTIVENESS; DEFINITIONS | 1 |
| --- | --- |
| Section 1.1 | Effective Time |
| Section 1.2 | Definitions |
| Section 1.3 | Interpretation |
| Section 2 GENERAL PROVISIONS | 7 |
| Section 2.1 | Organizational Documents |
| Section 2.2 | Applicable Law |
| Section 3 GOVERNANCE | 8 |
| Section 3.1 | Board Representation |
| Section 3.2 | Committees of the Board |
| Section 3.3 | Quorum and Acts of the Board |
| Section 3.4 | Indemnification |
| Section 3.5 | Directors’ and Officers’ Insurance |
| Section 4 RIGHTS AND OBLIGATIONS OF STOCKHOLDERS | 14 |
| Section 4.1 | Actions Requiring Approval of the Permira Stockholder |
| Section 4.2 | Lock-Up |
| Section 4.3 | Confidential Information |
| Section 5 GENERAL PROVISIONS | 16 |
| Section 5.1 | Further Assurances |
| Section 5.2 | Authority; Effect |
| Section 5.3 | Amendment and Waiver |
| Section 5.4 | Successors and Assigns |
| Section 5.5 | Notices |
i
| Section 5.6 | Third Parties | 19 |
| --- | --- | --- |
| Section 5.7 | Governing Law | 19 |
| Section 5.8 | Submission to Jurisdiction | 19 |
| Section 5.9 | WAIVER OF JURY TRIAL | 20 |
| Section 5.10 | Fiduciary Duties; Exculpation Clause | 20 |
| Section 5.11 | Several Obligations | 20 |
| Section 5.12 | Entire Agreement | 20 |
| Section 5.13 | Titles and Headings | 21 |
| Section 5.14 | Severability | 21 |
| Section 5.15 | Counterparts | 21 |
| Section 5.16 | Aggregation of Securities | 21 |
| Section 5.17 | Remedies | 21 |
| Section 5.18 | Termination | 21 |
| Section 5.19 | Independent Nature of Stockholders’ Obligations and Rights | 22 |
Exhibit A Option Holders
Annex A Form of Joinder Agreement
ii
**REFORMATION INC.
STOCKHOLDERS AGREEMENT**
This
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is dated as of [
- ], 2026, by and among (i) Reformation Inc., a Delaware
corporation (the “Company”), (ii) Refo SCSp, a *société en commandite spéciale* organized
under Luxembourg law (together with its Permitted Transferees, the “Permira Stockholder”), (iii) the Aflalo Family
Trust, established U/T/A dated November 8, 2018, as amended (together with its Permitted Transferees, the “AFT Stockholder”),
(iv) the parties set forth on Exhibit A that have received shares of the Company’s Common Stock (as defined below)
upon the exercise or other settlement of Options (as defined below) (each an “Option Holder” and together, the “Option
Holders”) and (v) each other party, if any, that from time to time becomes party hereto by executing a Joinder Agreement
and its Permitted Transferees (as defined herein) (collectively, the “Other Stockholders” and each, an “Other
Stockholder”).
The parties listed in (i) through
(v) above, collectively, the “Parties” and each, a “Party.” The parties listed in (ii) through
(v) above, collectively, the “Stockholders” and each, a “Stockholder.”
**RECITALS**
WHEREAS, the Company and
certain of the Stockholders are party to the Stockholders Agreement, dated as of August 26, 2019, as amended and restated on April 11,
2025 (as so amended, the “Original Agreement”);
WHEREAS, the Company intends
to effect the Initial Public Offering (as defined below), which offering constitutes an IPO under the terms of the Original Agreement
rendering certain provisions of the Original Agreement no longer applicable; and
WHEREAS, the Parties hereto
believe that it is in the best interests of the Company and the Stockholders to enter into this Agreement to (i) set forth herein
their agreements on certain matters relating to the governance of the Company and the rights and obligations of the Stockholders following
the Initial Public Offering and (ii) in accordance with and pursuant to Section 22 of the Original Agreement, amend and restate
the Original Agreement as set forth herein, including to eliminate those provisions of the Original Agreement that are terminating as
a result of the Initial Public Offering.
NOW, THEREFORE, in consideration
of the mutual agreements and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties, intending to be legally bound, hereby agree to amend and restate the Original Agreement in its
entirety as follows:
**Section 1
EFFECTIVENESS; DEFINITIONS**
Section 1.1Effective
Time. This Agreement will become effective as of immediately prior to the Form 8-A Effective Time (the “Effective Time”)
and will supersede and result in the termination of the Original Agreement as of the Effective Time.
Section 1.2 Definitions.
The following terms have the following meanings when used herein:
“Affiliate” means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled
by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with
correlative meanings, the terms “Controlling” and “Controlled”), as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise), and “Affiliated” shall have a meaning
correlative to the foregoing.
“AFT
Stockholder” has the meaning set forth in the preamble hereto.
“AFT
Stockholder Director Nominee” has the meaning set forth in Section 3.1(b)(i)(2).
“Aggregate
AFT Stockholder Ownership” means the total number of Shares owned, in the aggregate and without duplication, by the
AFT Stockholder as of the date of such calculation.
“Aggregate Permira
Ownership” means the total number of Shares owned, in the aggregate and without duplication, by the Permira Stockholder as
of the date of such calculation.
“Agreement” means this Amended and Restated Stockholders Agreement, as amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms hereof.
“Audit
Committee” has the meaning set forth in Section 3.2(a).
“Authorized Recipients”
has the meaning set forth in Section 4.3(a).
“Board” means the board of directors of the Company as the same shall be constituted from time to time.
“Bylaws”
means the Amended and Restated Bylaws of the Company, as in effect on the date of completion of the Initial Public Offering and as the
same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
“Certificate of
Incorporation” means the Amended and Restated Certificate of Incorporation of the Company, as in effect immediately prior to
the Initial Public Offering and as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance
with the terms thereof and the terms of this Agreement.
“Change
of Control Transaction” means a transaction or series of related transactions (whether by merger, consolidation, recapitalization,
liquidation or sale or transfer of Common Stock or assets (including equity securities of Subsidiaries) or otherwise) as a result of
which any Person or group, other than the Permira Stockholder and any of its affiliates and controlled entities, within the meaning of
Section 13(d)(3) of the Exchange Act obtains ownership, directly or indirectly, of (i) Shares that represent more than
fifty percent (50%) of the total voting power of the voting securities of the Company or any applicable successor entity, including the
right to appoint, or cause the appointment of, more than fifty percent (50%) members of the board of directors (or similar governing
body), or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis.
2
“Chief Executive
Officer” means the chief executive officer of the Company.
“Common
Stock” means the Company’s common stock, par value $0.0001 per share, and shall also include any common stock
of the Company hereafter authorized and any capital stock of the Company of any other class hereafter authorized which does not have
a preference as to dividends or distribution of assets in liquidation over any other class of capital stock of the Company.
“Company” has the meaning set forth in the preamble hereto.
“Compensation
Committee” has the meaning set forth in Section 3.2(a).
“Confidential Information”
has the meaning set forth in Section 4.3(a).
“Controlled Entity”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise
controlled by the Company.
“Convertible Securities”
means any evidence of indebtedness, shares of stock (other than Common Stock) or other securities which are directly or indirectly convertible
into or exchangeable or exercisable for shares of Common Stock.
“Covered
Indemnitee” has the meaning set forth in Section 3.4.
“Effective
Time” has the meaning set forth in Section 1.1.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor act, and the rules and
regulations promulgated thereunder.
“Form 8-A Effective
Time” means the date and time on which the registration statement on Form 8-A filed by the Company under the Exchange
Act with the SEC to register the Common Stock becomes effective.
“Fund
Indemnitor” has the meaning set forth in Section 3.4.
“Governance
Documents” means, with respect to any Person, the articles and/or memorandum of association, certificate of incorporation,
certificate of organization, bylaws, partnership agreement, limited liability company agreement, operating agreement, certificate of
formation, certificate of limited partnership and/or other organizational or governing documents of such Person.
“Governmental
Authority” means any (i) nation, state, commonwealth, province, territory, county, municipality, district or other
jurisdiction of any nature; (ii) U.S. and other federal, state, local, municipal, foreign, supranational or other government; or
(iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission,
instrumentality, official, organization, unit, body or entity and any court or other tribunal).
3
“Indemnification
Agreements” means the indemnification agreements between the Company and each Company director, in each case as amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof.
“Indemnification
Sources” has the meaning set forth in Section 3.4(c).
“Indemnitee”
has the meaning set forth in Section 3.4(a).
“Indemnitee-Related
Entities” means any exempted company, corporation, limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise (other than the Company or any Controlled Entity or the insurer under and pursuant to an insurance policy of
the Company or any Controlled Entity) from which an Indemnitee may be entitled to indemnification or advancement of expenses with respect
to which, in whole or in part, the Company or any Controlled Entity may also have an indemnification or advancement obligation to the
Indemnitee.
“Independent Director”
means a director who qualifies, as of the date of such director’s election or appointment to the Board (or any committee thereof)
and as of any other date on which the determination is being made, (i) as an “independent director” under the applicable
rules and regulations of the Stock Exchange, as determined by the Board or (ii) as an “Independent Director” under
Rule 10A-3 under the Exchange Act and any corresponding requirement of the Stock Exchange rules and regulations for audit committee
members, as well as any other requirement of the U.S. securities laws that is then applicable to the Company, as determined by the Board.
“Information”
means the books and records of the Company and information relating to the Company and its properties, operations, financial condition
and affairs.
“Initial
Public Offering” means the initial Public Offering pursuant to the registration statement on Form S-1 (SEC File
No. 333-297039) filed with the SEC on June 25, 2026.
“Joinder Agreement”
means a joinder agreement substantially in the form of Annex A attached hereto or such other form as may be agreed by the
Company.
“Jointly
Indemnifiable Claim” shall be broadly construed and shall include, without limitation, any Losses for which the Indemnitee
shall be entitled to indemnification or advancement of expenses from both (i) the Company and/or any Controlled Entity pursuant
to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between
any Indemnitee-Related Entity and the Indemnitee pursuant to which the Indemnitee is indemnified, the Laws of the jurisdiction of incorporation
or organization of any Indemnitee-Related Entity and/or the Governance Documents of any Indemnitee-Related Entity, on the other hand.
4
“Law” means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation,
resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a Governmental Authority.
“Losses”
has the meaning set forth in Section 3.4(a).
“Necessary Action”
means (i) with respect to the Company or any Stockholder and a specified result, all actions (to the extent such actions are not
prohibited by applicable Law and are within such party to this Agreement’s control, and in the case of any action that requires
a vote or other action on the part of the Board subject to the satisfaction by the Company’s directors of their fiduciary duties
in connection with such vote or action) necessary to cause such result, including (a) calling meetings of stockholders, (b) assisting
in preparing or furnishing forms of ballots, proxies, consents or similar instruments, if applicable, in each case, with respect to shares
of Common Stock, and facilitating the collection or processing of such ballots, proxies, consents, or instruments, (c) executing
agreements and instruments, (d) making, or causing to be made, with any government, governmental department or agency, or political
subdivision thereof, all filings, registrations, or similar actions that are required to achieve such result and (e) nominating
or appointing, or taking steps to cause the nomination or appointment of, certain Persons (including to fill vacancies) and providing
the highest level of support for the election or appointment of such Persons to the Board or any committee thereof, including in connection
with the annual or special meeting of stockholders of the Company, and (ii) with respect to a Stockholder and a specified result,
(a) attending, in person or by proxy, all meetings of the stockholders of the Company and (b) voting or providing a written
consent or proxy, if applicable in each case, with respect to shares of Common Stock held by such Stockholder, in each case, in favor
of such result.
“Nominating Committee”
has the meaning set forth in Section 3.2(a).
“Option
Holders” has the meaning set forth in the preamble hereto.
“Options”
means any options to purchase Shares granted to eligible individuals under the Company’s 2019 Stock Option Plan on the terms set
forth therein and in the individual award agreements issued pursuant thereto.
“Original Agreement”
has the meaning set forth in the recitals hereto.
“Other Stockholders”
has the meaning set forth in the preamble hereto.
“Parties” has the meaning set forth in the preamble hereto.
“Permira
Director Nominee” has the meaning set forth in Section 3.1(b)(i)(1).
“Permira
Stockholder” has the meaning set forth in the preamble hereto.
“Permitted
Transferee” means, with respect to a Stockholder, any Person to whom such Stockholder Transfers its Shares in accordance
with the terms of this Agreement.
“Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, cooperative or association or other legal entity or organization of whatever nature, and shall include any
successor (by merger or otherwise) of such entity, or a government or any agency or political subdivision thereof.
5
“Principal
Stockholder” means the Permira Stockholder or the AFT Stockholder, and “Principal Stockholders” means
collectively the Permira Stockholder and the AFT Stockholder.
“Principal
Stockholder Director Nominee” has the meaning set forth in Section 3.1(b)(i)(2).
“Public Offering”
means the completion of an underwritten offering of Common Stock pursuant to a registration statement which has become effective under
the Securities Act, in which some or all of the Common Stock shall be listed and traded on a national exchange.
“Registration Rights
Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among the Company and certain of the
Stockholders party thereto, as it may be amended restated, supplemented or otherwise modified from time to time in accordance with the
terms thereof.
“Representatives” means, with respect to any Person, each Affiliate of such Person and each adviser to such Person or Affiliate and each of their respective
directors, managers, officers, principals, employees, professional advisers, attorneys, financial advisors, consultants, accountants,
members, stockholders, general and limited partners (actual and potential), controlling persons, investment committee, agents and other
representatives.
“SEC”
means the U.S. Securities and Exchange Commission.
“Securities
Act” means the U.S. Securities Act of 1933, as amended from time to time, or any successor act, and the rules and
regulations promulgated thereunder.
“Shares”
means (i) any and all shares of Common Stock and all other equity securities of the Company, securities of the Company convertible
into, or exchangeable or exercisable for, such shares, and Convertible Securities or other rights to acquire such shares and (ii) any
equity securities issued or issuable directly or indirectly with respect to the shares referred to in clause (i) above by way
of equity distribution or equity split or in connection with a combination of equity, recapitalization, merger, consolidation, reorganization
or other transaction.
“Stock Exchange”
means the New York Stock Exchange or other national securities exchange or interdealer quotation system on which the Common Stock is
at any time listed or quoted.
“Stockholder” has the meaning set forth in the preamble hereto.
“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar function at the time directly
or indirectly owned by such Person.
6
“Transfer”
or “Transferred” means a transfer, sale, assignment, donation, contribution, pledge, encumbrance, hypothecation or
other disposition by a Person (the “Transferring Person”) of a legal, economic or beneficial interest in another Person,
whether directly or indirectly, voluntarily or involuntarily, including pursuant to the creation of a derivative security, the grant
of an option or other right, by operation of Law or by any disposition of an interest in any direct or indirect investor in such Transferring
Person.
“Transferee”
means a Person to whom a Transfer is made.
Section 1.3 Interpretation.
(a) Unless
the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(b) The
terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms.
(c) References
herein to a specific Section or Annex shall refer, respectively, to Sections or Annexes of this Agreement, unless the express context
otherwise requires.
(d) Whenever
the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be
followed by the words “without limitation,” unless clearly indicated otherwise.
(e) The
headings and titles in this Agreement are included for convenience of reference only and shall not limit or otherwise affect the meaning
or interpretation of this Agreement.
(f) In
the event of any inconsistency between the provisions of this Agreement and the provisions of the Governance Documents of the Company,
this Agreement will prevail.
(g) The
Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring
or disfavoring any Party because of the authorship of any provision of this Agreement. Furthermore, any rule of law or any legal
decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party has no application
to the Parties and is expressly waived by each Party.
**Section 2
GENERAL PROVISIONS**
Section 2.1 Organizational
Documents. Each Stockholder agrees with the Company to take, and the Company agrees to take, any and all actions within its power
to cause the organizational documents of the Company to reflect or incorporate the terms of this Agreement to the extent consistent with
applicable Law and the Stock Exchange rules and regulations, so as to effectuate and preserve the intent of the Parties as set out
herein and the Company shall not take any action that would cause the organizational documents of the Company to be inconsistent with
the terms of this Agreement.
7
Section 2.2 Applicable
Law. The Parties acknowledge that in certain instances a provision of this Agreement may not be enforceable or that its enforceability
may be limited by applicable Law. Nevertheless, the Parties agree that they intend to be bound by the terms of this Agreement and, if
any provision is held to be unenforceable, the Parties agree to use their reasonable efforts to implement an alternative enforceable
mechanism that would effect, as closely as possible, the intent of the Parties as reflected in, or provided by, the unenforceable provision.
**Section 3
GOVERNANCE**
Section 3.1 Board
Representation.
(a) Size.
On and after the Effective Time, the Board shall consist of eight (8) directors; provided, that the Board shall further increase
the number of Independent Directors to the extent necessary to comply with applicable law and the Stock Exchange rules and regulations,
or as otherwise agreed by the Board, subject to the rights of the Permira Stockholder under Section 4.1(e).
(b) Composition.
(i) The
Company agrees with each Stockholder, severally and not jointly, that it shall take all Necessary Action to include in the slate of nominees
recommended by the Company for election as directors at each applicable annual or special meeting of stockholders at which directors
are to be elected a number of individuals as follows:
(1) For
so long as the Aggregate Permira Ownership continues to be, and unless waived by the Permira Stockholder in its sole discretion, (A) at
least thirty percent (30%) of the aggregate number of shares of Common Stock then issued and outstanding, the Permira Stockholder shall
be entitled to nominate up to four (4) directors; (B) less than thirty percent (30%) but at least twenty percent (20%) of the
aggregate number of shares of Common Stock then issued and outstanding, the Permira Stockholder shall be entitled to nominate up to three
(3) directors; (C) less than twenty percent (20%) but at least ten percent (10%) of the aggregate number of shares of Common
Stock then issued and outstanding, the Permira Stockholder shall be entitled to nominate up to two (2) directors; and (D) less
than ten percent (10%) but greater than or equal to five percent (5%) of the aggregate number of shares of Common Stock then issued and
outstanding, the Permira Stockholder shall be entitled to nominate one (1) director; provided that the total number of directors
nominated as Permira Director Nominees at any such annual meeting or special meeting shall not result in the Permira Stockholder having
more than the specified number of Permira Director Nominees, if elected, or then serving as directors than the specified number of directors
in each of clause (A), (B), (C) or (D) above, as applicable. Each director so nominated or serving as a director may be
referred to as a “Permira Director Nominee.”
8
(2) For
so long as the Aggregate AFT Stockholder Ownership continues to be, and unless waived by the AFT Stockholder in its sole discretion,
at least five percent (5%) of the aggregate number of shares of Common Stock then issued and outstanding, the AFT Stockholder shall be
entitled to nominate Yael Aflalo (the “AFT Stockholder Director Nominee”) as a director. The AFT Stockholder Director
Nominee, together with the Permira Director Nominees, are referred to as the “Principal Stockholder Director Nominees.”
(ii) At
and following the date upon which the Aggregate Permira Ownership is less than twenty percent (20%) of the aggregate number of shares
of Common Stock then issued and outstanding, the directors will be divided into three (3) classes of directors, with each class
serving for staggered three (3)-year terms. Subject to the Certificate of Incorporation and the Bylaws, in the event that the Permira
Stockholder has the right to nominate one or more directors for membership on the Board pursuant to Section 3.1(b)(i)(1),
such Permira Director Nominee(s) may be nominated as a Class I, a Class II or a Class III director, as determined
by the Permira Stockholder following consultation with the Company and following such consultation, the Company and the Permira Stockholder
shall take all Necessary Action to effect such determination.
(iii) Notwithstanding
anything to the contrary contained in this Section 3.1(b), no party shall have the right to nominate any director, and the
Company shall not be required to take any action to cause any such person to be nominated, if and to the extent such nominee would result,
assuming all such nominees are elected as members of the Board, in a number of directors nominated by such party to exceed the number
of directors that such party is then entitled to nominate for membership on the Board pursuant to this Section 3.1(b). Further,
it is understood that the failure of the Stockholders to elect any Permira Director Nominee or AFT Stockholder Director Nominee shall
not affect the right of the Permira Stockholder or the AFT Stockholder, as applicable, to designate the Permira Director Nominees or
the AFT Stockholder Director Nominee, as the case may be, for election pursuant to this Section 3.1(b) in connection
with any future election of directors.
(c) Removal;
Vacancies.
(i) The
Permira Stockholder or the AFT Stockholder, as applicable, may request to remove their respective nominee(s) from the Board by sending
written notice to the Company’s Secretary stating the name of the respective nominee to be removed from the Board and, upon such
receipt of such notice by the Company’s Secretary, the Company and the Stockholders shall take all Necessary Action to effect such
removal.
(ii) The
Permira Stockholder or the AFT Stockholder, as applicable, shall have the exclusive right to designate a director to fill any vacancy
created by reason of death, removal, or resignation of their respective nominee(s) to the Board (and the Company shall take all
Necessary Action to elect or appoint the person designated by the applicable party to fill any such vacancy). Notwithstanding anything
to the contrary contained in this Section 3.1(c), no party shall have the right to designate a replacement director to fill
any vacancy, and the Company shall not be required to take any action to cause any such vacancy to be filled, if and to the extent that
the appointment of a designee by a party to the Board would result in a number of directors nominated or designated by such party and
then serving on the Board exceeding the number of directors that such party is then entitled to nominate for membership on the Board
pursuant to this Agreement.
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(iii) If
the number of directors that the Permira Stockholder or the AFT Stockholder, as applicable, are entitled to nominate is reduced or eliminated
pursuant to the terms of Section 3.1(b)(i)(1) or Section 3.1(b)(i)(2), respectively, then the Permira Stockholder
or the AFT Stockholder, as applicable, shall, upon written request from the Company, take all Necessary Action to cause the number of
directors for which the Permira Stockholder or AFT Stockholder, as applicable, cease to have the right to designate to serve as directors
to tender such director’s resignation from the Board and any board or other similar governing body of any Subsidiary of the Company,
including all committees thereof, to the Nominating Committee; provided that, such resignation will be effective at the Company’s
next annual meeting of stockholders and any such resignation shall be subject to delay at the request of the Board.
(iv) If
the Principal Stockholders are not entitled to fill such vacant director position(s), such vacant director position(s) shall be
filled by the Board, after considering the recommendation of the Nominating Committee.
(d) Chairperson.
Except as otherwise provided in the Certificate of Incorporation, the chairperson of the Board shall be elected by the Board, who shall
have the powers and perform such duties as provided in the Bylaws and as the Board may from time to time prescribe. The initial chairperson
shall be Joyn Coyle.
Section 3.2 Committees
of the Board.
(a) In
accordance with the Certificate of Incorporation and Bylaws, (a) the Board shall establish and maintain committees of the Board
for (x) Audit (the “Audit Committee”), (y) Compensation (the “Compensation Committee”)
and (z) Nominating and Corporate Governance (the “Nominating Committee”), and (b) the Board may from time
to time by resolution establish and maintain other committees of the Board. The Company shall take all Necessary Action to cause the
composition of the committees to comply with the requirements of this Section 3.2.
(b) Subject
to applicable Law and the Stock Exchange rules and regulations, and subject to requisite independence requirements applicable to
such committee, for so long as the Aggregate Permira Ownership continues to be at least five percent (5%) of the aggregate number of
shares of Common Stock then issued and outstanding, and unless waived by the Permira Stockholder in its sole discretion, the Permira
Stockholder has the right to designate:
(i) one
Permira Director Nominee to serve on the Audit Committee, the Compensation Committee and the Nominating Committee; and
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(ii) one
Permira Director Nominee to serve on any other committee that the Board may from time to time by resolution establish and maintain; provided,
that a special committee may exclude a Permira Director Nominee if (1) no such director is eligible to serve on such special committee
due to the Stock Exchange rules and regulations or (2) the primary purpose of such special committee is to review, assess and/or
approve a transaction in which the Permira Stockholder has a material or direct interest and (A) having such Permira Director Nominee
appointed on such committee would constitute a conflict of interest, or (B) the Board otherwise determines that including such director(s) on
such committee would be inconsistent with the directors’ fiduciary duties, in each case as determined by a majority of the Independent
Directors in their reasonable good faith discretion.
Section 3.3 Quorum
and Acts of the Board.
(a) At
all duly called meetings of the Board or any of its committees, the attendance of a majority of the total number of the members of the
Board or any such committee, which must include at least one Permira Director Nominee, shall each be required to constitute a quorum
for the transaction of business at the applicable Board or committee meeting. If a quorum shall not be present at any meeting of the
Board or any of its committees, the members of the Board or such committee present or represented thereat may adjourn the meeting from
time to time.
(b) Each
member shall be entitled to one (1) vote at any meeting of the Board or any of its committees. Action of the Board or any of its
committees shall require, at a duly called meeting with an established quorum, the approval of a majority of the members of Board in
attendance.
Section 3.4 Indemnification.
(a) To
the fullest extent permitted by applicable Law, the Company shall, and shall cause its Subsidiaries to, indemnify, pay, protect and hold
harmless each Stockholder and its Representatives (collectively, the “Indemnitees”) from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature
whatsoever (including all reasonable costs and expenses of attorneys and the defense, appeal and settlement of any and all suits, actions
or proceedings instituted or threatened against any Indemnitee) and all costs of investigation in connection therewith (collectively,
“Losses”) which may be imposed on, incurred by, or asserted against the Indemnitee in connection with, or in any way
relating to or arising out of, or alleged to relate to or arise out of (i) any action or inaction on the part of the Indemnitee
when acting as a representative of the Company or any of its Subsidiaries in any capacity, including as a member of a Board or committee
thereof or as a member of any other board of directors or other governing body or committee thereof of the Company or any of its Subsidiaries,
(ii) any actual or alleged fiduciary or similar duties owed to the Company or any of its Subsidiaries arising from an Indemnitees’
control or ability to influence the Company or any of its Subsidiaries or (iii) any Public Offering, including the Initial Public
Offering (in each case, other than any such Losses by a Stockholder as a result of a breach of this Agreement without prejudice to any
other remedy a Stockholder may have as a result of such breach, Losses which are finally determined by a competent court (after all appeals
have been heard or waived) to have resulted from such Indemnitee’s fraud, gross negligence or willful misconduct or Losses resulting
from a decrease in such Indemnitees’ investment in the Company). The rights of any Indemnitee to indemnification hereunder will
be in addition to any other rights any such party may have under any other agreement or instrument to which such Indemnitee is or becomes
a party or is or otherwise becomes a beneficiary or under law or regulation. In any action, suit or proceeding against any Indemnitee
relating to or arising out of, or alleged to relate or to arise out of, any such action or non-action, or any Public Offering, the Indemnitee
shall have the right jointly to employ, at the expense of the Company, counsel of the Indemnitee’s choice, which counsel shall
be reasonably satisfactory to the Company, in such action, suit or proceeding. If joint counsel is so retained, an Indemnitee may nonetheless
employ separate counsel, but at such Indemnitee’s own expense (it being understood that such expense shall not be considered an
indemnifiable Loss). Upon the request of the Indemnitee, the Company shall, and shall cause its Subsidiaries to, advance the costs, expenses
and disbursements for which the Indemnitee would be entitled to indemnification under the terms of this Section 3.4 (subject
to the Indemnitee providing an undertaking to repay such advances if it is ultimately determined that such Indemnitee is not entitled
to indemnification). If an Indemnitee is determined by a court, tribunal or other relevant body to have committed fraud or to have acted
with gross negligence or to have been guilty of willful misconduct, the Indemnitee shall reimburse all the expenses paid by the Company
on its behalf under this clause (a).
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(b) The
indemnification rights contained in this Section 3.4 will be cumulative and in addition to any and all other rights, remedies
and recourse to which an Indemnitee, its heirs, successors, assignees and administrators are entitled. The indemnification provided in
this Section 3.4 will inure to the benefit of the heirs, successors, assignees and administrators of each of the Indemnitees.
(c) The
Company hereby acknowledges and agrees that it shall, and to the extent applicable shall cause each of its Subsidiaries to, be fully
and primarily responsible for the payment to the Indemnitee in respect of Losses in connection with any Jointly Indemnifiable Claim,
pursuant to and in accordance with (as applicable) the terms of (i) applicable Law, (ii) the Governance Documents of the Company
or any of its Subsidiaries, (iii) this Agreement, (iv) the Registration Rights Agreement, (v) any Indemnification Agreement,
(vi) any other agreement between the Company or any of its Subsidiaries on the one hand and the Indemnitee on the other hand pursuant
to which the Indemnitee is indemnified, and/or (vii) the Laws of the jurisdiction of incorporation or organization of the Company
or any of its Subsidiaries (clauses (i) through (vii) collectively, the “Indemnification Sources”),
irrespective of any right of advancement or recovery the Indemnitee may have from any Indemnitee-Related Entities. Under no circumstance
shall the Company or any of its Subsidiaries be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities
and no right of advancement or recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter
the rights of the Indemnitee or the obligations of the Company or any Subsidiary under the Indemnification Sources. In the event that
any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses
with respect to any Jointly Indemnifiable Claim, (x) the Company shall, and to the extent applicable, shall cause its Subsidiaries
to, reimburse the Indemnitee-Related Entity making such payment to the extent of such payment promptly upon written demand from such
Indemnitee-Related Entity, (y) to the extent not previously and fully reimbursed by the Company and its Subsidiaries pursuant to
clause (x) above, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of the outstanding balance
of such payment to all of the rights of recovery of the Indemnitee against the Company or its Subsidiaries, as applicable, and (z) the
Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights,
including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to
enforce such rights.
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(d) The
indemnity provided by this Section 3.4 shall in no event cover damages or indemnifiable expenses to the extent they are actually
paid or reimbursed by or under any applicable insurance policy or arrangement carried by or on behalf of or in favor of an Indemnitee.
(e) Except
as set forth in the last two sentences of Section 3.4(a), under no circumstances will any Indemnitee be liable for or have
any obligation to satisfy any indemnification claim made hereunder.
Section 3.5 Directors’
and Officers’ Insurance. The Company will purchase and maintain at its expense insurance in an amount determined in good faith
by the Board to be appropriate, on behalf of any person who prior to or after the Effective Time is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including any direct or indirect Subsidiary of the Company, against any expense, liability
or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as
such, subject to customary exclusions. The Company hereby acknowledges that any director, officer or other indemnified person covered
by any such indemnity insurance policy (any such Person, a “Covered Indemnitee”) may have certain rights to indemnification,
advancement of expenses and/or insurance provided by the Permira Stockholder and certain of its Affiliates (the “Fund Indemnitor”).
The Company hereby agrees that (i) the Company shall be the indemnitor of first resort (i.e., its obligations to a Covered Indemnitee
shall be primary and any obligation of the Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or
liabilities incurred by Covered Indemnitee shall be secondary) and (ii) the Company irrevocably waives, relinquishes and releases
the Fund Indemnitor from any and all claims against the Fund Indemnitor for contribution, subrogation or any other recovery of any kind
in respect thereof, except in the case of conduct by a Covered Indemnitee where such Covered Indemnitee is not otherwise entitled to
indemnification from the Company under Section 3.4 or any other indemnification agreement with the Company. The Company further
agrees that no advancement or payment by the Fund Indemnitor on behalf of a Covered Indemnitee with respect to any claim for which such
Covered Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitor shall have a right
of contribution and/or shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Covered
Indemnitee against the Company. The provisions of this Section 3.4 will survive any termination of this Agreement. The Fund
Indemnitor or insurer thereof not a party to this Agreement is an express third party beneficiary of this Section 3.4, and
is entitled to enforce this Section 3.4 according to its terms to the same extent as if such Fund Indemnitor or insurer thereof
were a party hereto.
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**Section 4
RIGHTS AND OBLIGATIONS OF STOCKHOLDERS**
Section 4.1 Actions
Requiring Approval of the Permira Stockholder. Except as otherwise required by Law and in addition to any approval by the Stockholders
of the Company or the Board’s approval (or the approval of the required governing body of any Subsidiary of the Company), so long
as the Aggregate Permira Ownership continues to be at least five percent (5%) of the aggregate number of shares of Common Stock then
issued and outstanding, the Company agrees with the Permira Stockholder that the following actions by the Company or any of its Subsidiaries
shall require the prior written consent of the Permira Stockholder:
(a) Entering
into or effecting a Change of Control Transaction.
(b) Directly
or indirectly, entering into or effecting any transaction or series of related transactions involving, or entering into any agreement
providing for, (i) the purchase, lease, license, exchange or other acquisition by the Company or its Subsidiaries of any assets
and/or equity securities for consideration having a fair market value (as reasonably determined by the Board) in excess of $25,000,000
and/or (ii) the sale, lease, license, exchange or other disposal by the Company or its Subsidiaries of any assets and/or equity
securities having a fair market value or for consideration having a fair market value (in each case as reasonably determined by the Board)
in excess of $25,000,000; in each case, other than transactions solely between or among the Company and one or more of its direct or
indirect wholly-owned Subsidiaries.
(c) Incurring
(or extending the maturity of) any indebtedness for borrowed money, assuming, guaranteeing, endorsing or otherwise as an accommodation
becoming responsible for the obligations of any other Person (other than the Company or any of its Subsidiaries), or entering into (or
extending the maturity of) any agreement under which the Company or any Subsidiary may incur indebtedness for borrowed money in the future,
in each case in an aggregate principal amount in excess of $100,000,000 in any transaction or series of related transactions and other
than a drawdown of amounts committed (including under a revolving facility) under a debt agreement that previously received the prior
written consent of the Permira Stockholder or that was entered into on or prior to the date hereof.
(d) Terminating
the employment of the Chief Executive Officer of the Company or hiring a new Chief Executive Officer of the Company.
(e) Increasing
or decreasing the size of the Board.
(f) Incurring
or committing to incur gross capital expenditures in excess of $25,000,000.
(g) Amending
or modifying the Certificate of Incorporation or Bylaw.
Section 4.2 Lock-Up.
The AFT Stockholder and each of the Option Holders party hereto from time to time hereby agree (i) not to Transfer any Common Stock
of the Company owned or hereafter acquired for a period of one hundred eighty (180) days after the date of the final prospectus relating
to the Public Offering and (ii) to execute and deliver a “lock-up agreement” or such other agreements as may be reasonably
requested by the Company or its underwriter which are consistent with the foregoing or which are necessary to give further effect thereto
(a “Lock-Up Agreement”). The Company may impose stop-transfer instructions with respect to the shares of Common Stock subject
to the foregoing restriction until the end of the applicable period.
14
Section 4.3 Confidential
Information.
(a) Each
Stockholder agrees to hold in strict confidence all Information furnished to it, the terms of this Agreement and any other matters relating
to the transaction contemplated by the Agreement or the discussions among the Parties in relation thereto (collectively, “Confidential
Information”) and to procure that its Affiliates hold in strict confidence the Confidential Information. Subject to applicable
Law, a Stockholder may disclose any Confidential Information to (i) any of its Representatives and (ii) any Affiliate of such
Stockholder (other than portfolio companies); provided that such Stockholder shall be responsible for the compliance of such Representatives
and Affiliates with this Section 4.3 or such Representatives and Affiliates shall have entered into a confidentiality undertaking
for the benefit of the Company to hold any such information in strict confidence in accordance with this Section 4.3 (clauses (i) and
(ii) collectively, “Authorized Recipients”). Confidential Information shall not include any information that
(a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by such Stockholder or
its Authorized Recipient, (b) is or becomes available to a Stockholder or any of its Authorized Recipients on a non-confidential
basis from a third party source (other than any other Stockholder or its Representatives or any Person described in clause (i) above),
which source (after reasonable inquiry) is not bound by a duty of confidentiality to any other Party hereto or their respective Representatives
or (c) is independently developed by any Stockholder without the benefit of any other Confidential Information. If any Stockholder
or any of its Authorized Recipients is required by Law or any legal or judicial process to disclose any Confidential Information, such
Stockholder shall as promptly as reasonably practicable notify the Company of such requirement so that the Company may, in consultation
with the applicable Stockholders to the extent practicable under the circumstances, at its own expense, oppose such requirement or seek
a protective order and request confidential treatment thereof. If such Stockholder or such Authorized Recipient is nonetheless required
to disclose any such Confidential Information, such Stockholder or Authorized Recipient may disclose only such portion of such Confidential
Information that is legally required to be disclosed without liability hereunder. Notwithstanding the foregoing, a Stockholder and its
Authorized Recipients may disclose Confidential Information, and need not provide notice to the Company or any other Party hereto, in
connection with a proceeding (including audits or examinations by any regulatory authority or self-regulatory organization) in the ordinary
course of such Stockholder’s or its Authorized Recipients’ business (including in response to oral questions, interrogatories
or requests for information or documents) involving such Stockholder or such Authorized Recipients that does not specifically target
the Company or another Party hereto, so long as the Stockholder or its Authorized Recipients has exercised reasonable efforts to indicate
to such regulatory authority or self-regulatory organization that the information should be accorded confidential treatment.
(b) Notwithstanding
anything contained in this Agreement to the contrary, a Stockholder may disclose Confidential Information in connection with any proposed
Transfer of Shares by such Stockholder; provided that such Transfer is permitted by this Agreement, and the relevant Transferee
shall enter into a confidentiality agreement with the Company to hold any such information in strict confidence and to not use such information
for any purpose other than such Transfer and specifying the Company and each of the Stockholders shall be entitled to enforce such confidentiality
agreement. In addition, each of the Stockholders may make customary disclosures of Confidential Information regarding their investment
in the Company to current, prospective, direct or indirect limited partners of such Stockholder or its affiliated private equity funds
who are subject to customary confidentiality obligations to such Stockholder or its affiliated private equity fund.
15
(c) The
Parties hereby acknowledge that the Principal Stockholder Director Nominees will be entitled to share with such Principal Stockholder
(and its Affiliates (other than portfolio companies) and their respective Representatives) any Information received by such Principal
Stockholder Director Nominee in his or her capacity as such except to the extent that such information has been designated by the Company
as attorney-client, work product or similar privilege with respect to which the Company has determined in good faith, based on advice
of counsel, that the disclosure of such information to the Principal Stockholders would be reasonably likely to jeopardize attorney-client
privilege or other similar privilege protected under applicable Law (otherwise benefiting the Company or any of its Subsidiaries) without
the prior consent of the Company, or such disclosure would be inconsistent with such Person’s fiduciary duties to the Company and
its Stockholders or with applicable Law. Each Principal Stockholder shall be responsible for any breach of the terms of this Section 4.3 by it or its employees or other Representatives. With respect to each Principal Stockholder, the consent to share non-public information
concerning the Company with individuals employed by, and other Representatives of, such Principal Stockholder pursuant to this Section 4.3 shall terminate upon the date that such Principal Stockholder no longer has the right to nominate any Principal Stockholder Director
Nominees to the Board hereunder, and the confidentiality obligation of such Principal Stockholder pursuant to this Section 4.3 shall terminate upon the second anniversary of such date (and survive any termination of this Agreement prior to such date). Each Principal
Stockholder shall, and shall cause such Affiliates and their respective Representatives to, treat any such Information received from
its Principal Stockholder Director Nominee(s) as Confidential Information in accordance with this Section 4.3.
**Section 5
GENERAL PROVISIONS**
Section 5.1 Further
Assurances. The Parties will sign such further documents or instruments, cause such further meetings to be held, vote in favor of
and adopt such resolutions, furnish non-confidential information and copies of non-confidential documents, and do and perform and cause
to be done such further acts and things as may be necessary in order to give full effect to this Agreement and the transactions contemplated
by this Agreement.
Section 5.2 Authority;
Effect. Each Party hereto represents and warrants to and agrees with each other Party hereto that (a) the execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such Party and
do not violate any agreement or other instrument applicable to such Party or by which such Party’s assets are bound and (b) this
Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms,
except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights and remedies of creditors generally and (ii) general principles
of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the Parties
hereto, or to constitute any of such Parties as members of a joint venture or other association.
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Section 5.3 Amendment
and Waiver.
(a) Except
as otherwise provided herein, this Agreement may be amended, supplemented or otherwise modified, or any provision hereof may be waived,
by a written instrument executed by the Company and the Permira Stockholder; provided that, in the event the Principal Stockholders no
longer hold any Shares, this Agreement may be amended, supplemented or otherwise modified, or any provision hereof may be waived with
the written consent of the Company and the Stockholders holding a majority of the voting power of the outstanding Shares; and provided,
further, that any amendment, modification, supplement or waiver that by its express terms has a disproportionate and adverse effect on
the rights, obligation, powers or interests of the AFT Stockholder hereunder relative to the rights hereunder of all other Stockholders
(including the Permira Stockholder (or any of its Affiliates or any other Person to which the Permira Stockholder or one of its Affiliates
Transfers its Common Stock)), shall require the AFT Stockholder’s prior written consent. Notwithstanding the foregoing, the Company
may, subject to the terms of this Agreement, from time to time add additional holders of Common Stock as parties to this Agreement with
the consent of the Permira Stockholder and without consent or additional signatures of the other Stockholders (and amend and/or restate
the Agreement, including any exhibits or annexes hereto, solely to reflect such additional holders and the terms applicable to them),
and upon the Company’s receipt of such additional holder’s executed signature pages hereto or a Joinder Agreement, such
additional holders shall be deemed to be a party hereto and such additional signature pages shall be a part of this Agreement.
(b) No
waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the Party
so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by
or on behalf of any Party, will be deemed to constitute a waiver by the Party taking such action of compliance with any covenants or
agreements contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement will not operate or be construed
as a waiver of any subsequent breach. Any failure by any Party at any time to enforce any of the provisions of this Agreement shall not
be construed as a waiver of such provision or another provision hereof.
Section 5.4 Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective successors
and permitted assigns. Except as otherwise expressly provided herein, no Stockholder party hereto may assign any of its respective rights
or delegate any of its respective obligations under this Agreement without the prior written consent of the Company and the Permira Stockholder,
and any attempted assignment or delegation in violation of the foregoing will be null and void; provided, however, that the Permira Stockholder
and the AFT Stockholder shall, at any time and without the consent of any other Party hereto, have the right to assign all or part of
its rights and obligations under this Agreement to one or more of its Affiliates, so long as such Affiliate remains an Affiliate of the
Permira Stockholder or the AFT Stockholder, as applicable, and such Affiliate agrees in writing to be bound by the provisions of this
Agreement and executes and delivers to the Company a Joinder Agreement.
17
Section 5.5 Notices.
All notices, requests and other communications to any Party hereunder shall be in writing (including email or similar writing) and shall
be given to the Company and the Permira Stockholder at the addresses set forth below and to any Other Stockholder at the address indicated
below its name on the signature pages hereto, or such other address or email as such Party may hereinafter specify for the purpose
to the Party giving such notice. Each such notice, request or other communication shall be effective (a) if given by email, upon
obtaining electronic delivery confirmation (other than automatically generated confirmations), (b) if given by overnight courier
or express mail service, when delivery is confirmed, or (c) if given by any other means, when delivered at the address specified
in this Section 5.5. In each case, notice shall be sent to the Parties at the following addresses (or at such other address
for a Party as shall be specified by like notice):
if to the Company:
Reformation Inc.
5801 S. 2nd Street
Vernon, CA 90058
Attention: Hali Borenstein
Email: [***]
With a copy to
(which shall not constitute notice):
[***]
with a copy to (which shall not constitute
notice):
Skadden, Arps, Slate, Meagher &
Flom LLP
One Manhattan West, 395 9th Avenue
New York, NY 10001
Attention: Allison R. Schneirov
Laura Kaufmann
Email: [***]
[***]
if to the Permira Stockholder:
Refo SCSp
488, route de Longwy
L-1940 Luxembourg
Attention: [***]
Email: [***]
18
with a copy to (which shall not constitute
notice):
Skadden, Arps, Slate, Meagher &
Flom LLP
One Manhattan West, 395 9th Avenue
New York, NY 10001
Attention: Allison R. Schneirov
Laura Kaufmann
Email: [***]
[***]
if to the AFT Stockholder:
Aflalo Family Trust, established U/T/A
dated November 8, 2018, as amended
[***]
Attention: Yael Aflalo
[***]
Email: [***]
[***]
with a copy to (which shall not constitute
notice):
Sheppard, Mullin, Richter &
Hampton LLP
321 North Clark Street, 31st Floor
Chicago, IL 60654
Attention: Saul Rostamian
Alexander Schwartz
Email: [***]
[***]
Section 5.6 Third
Parties. Except as otherwise expressly provided herein, this Agreement does not create any rights, claims or benefits inuring to
any Person that is not a Party hereto nor does it create or establish any third party beneficiary hereto.
Section 5.7 Governing
Law. This Agreement, including the validity hereof and the rights and obligations of the Parties hereunder, all amendments and supplements
hereto and the transactions contemplated hereby, and all actions or proceedings arising out of or relating to this Agreement, of any
nature whatsoever, shall be construed in accordance with and governed by the domestic substantive laws of the State of Delaware without
giving effect to any choice of law or conflicts of law provision or rule that might otherwise cause the application of the domestic
substantive laws of any other jurisdiction.
Section 5.8 Submission
to Jurisdiction. Each of the Parties hereto (i) consents to submit itself to the exclusive personal jurisdiction and venue of
the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery
shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State
of Delaware) with respect to any suit (whether at law, in equity, in contract, in tort or otherwise) relating to or arising out of this
Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not, directly or indirectly, attempt to defeat
or deny such personal jurisdiction or venue by motion or otherwise, (iii) agrees that it will not, and it will cause its Affiliates
not to, bring or support any such suit in any court other than such courts of the State of Delaware, as described above, (iv) irrevocably
agrees that any such suit (whether at law, in equity, in contract, in tort or otherwise) shall be heard and determined exclusively in
such courts of the State of Delaware, as described above, (v) agrees to service of process in any such action in any manner prescribed
by the Laws of the State of Delaware and (vi) agrees that service of process upon such Party in any action or proceeding shall be
effective if notice is given in accordance with Section 5.5 herein.
19
Section 5.9 WAIVER
OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH STOCKHOLDER WAIVES, AND COVENANTS THAT
SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY
STOCKHOLDER OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER
IN CONTRACT, TORT OR OTHERWISE. The Company or any Stockholder may file an original counterpart or a copy of this Section 5.9 with any court as written evidence of the consent of the Stockholders to the waiver of their rights to trial by jury.
Section 5.10 Fiduciary
Duties; Exculpation Clause. To the maximum extent permitted by Law, none of the Stockholders shall have a fiduciary or similar duty
to the other Stockholders or their respective Affiliates or funds managed, advised or Controlled by any such Person, to the Company or
any of its Subsidiaries or to any shareholder, creditor, employee or other stakeholder of the Company or its Subsidiaries, and each Stockholder
hereby waives any claim relating to a breach of fiduciary or similar duty any Stockholder has or may have in connection with any action
or inaction by such Stockholder. The foregoing shall not be deemed to limit the obligations of the Stockholders under this Agreement.
Section 5.11 Several
Obligations. Except as expressly provided otherwise in the Agreement, the obligations of each of the Parties under this Agreement
shall be several and not joint.
Section 5.12 Entire
Agreement. This Agreement and the annex hereto, together with the Registration Rights Agreement, represent the entire understanding
and agreement of the Parties and supersede all prior agreements, understandings and arrangements (whether written or oral) among the
Parties with respect to the subject matter hereof and thereof. Notwithstanding the foregoing, no rights or obligations of any Party that
accrued prior to the effectiveness of this Agreement shall be deemed to be affected as a result of the effectiveness of this Agreement.
Each Party acknowledges that it has not made or relied on any representation or warranty other than those specifically set forth herein.
20
Section 5.13 Titles
and Headings. The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation
of this Agreement.
Section 5.14 Severability.
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdictions,
it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.
Section 5.15 Counterparts.
This Agreement may be signed in counterparts, each of which shall constitute an original and which together shall constitute one and
the same agreement. A facsimile or electronic signature will be considered due execution and will be binding upon the signatory thereof
with the same force and effect as if the signature were an original.
Section 5.16 Aggregation
of Securities. All securities owned or acquired by a Stockholder and its Affiliates shall be aggregated together for purposes of
determining the rights or obligations of a Stockholder, or application of any restrictions to a Stockholder, or reference to its securities
under this Agreement, in each instance in which such right, obligation or restriction is determined by any ownership threshold.
Section 5.17 Remedies.
Each Party hereto shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach
of any provision of this Agreement and to exercise all other rights existing in its favor. The Parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each Party may in its sole discretion
apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond
or other security) in order to enforce or prevent any violation of the provisions of this Agreement.
Section 5.18 Termination.
(a) This
Agreement shall terminate on the date that (i) neither Principal Stockholder is entitled to nominate at least one director pursuant
to the terms of Section 3.1(b)(i)(1) or Section 3.1(b)(i)(2), respectively, and (ii) there are no longer
any Principal Stockholder Director Nominees on the Board.
(b) Subject
to Section 5.18(c), the rights and obligations of an Option Holder under this Agreement shall terminate upon the expiration
of any Lock-Up Agreement.
(c) No
expiration or termination of this Agreement or any part hereof will relieve any Person of liability for a breach at or prior to such
expiration or termination.
(d) The
effectiveness of this Agreement is expressly conditioned upon the occurrence of the Effective Time and if the Initial Public Offering
of the Company is terminated, withdrawn or otherwise abandoned prior to the Effective Time then this Agreement may be terminated by the
Permira Stockholder and the Original Agreement shall remain in full force and effect.
21
Section 5.19 Independent
Nature of Stockholders’ Obligations and Rights. Each Stockholder and the Company agrees that the arrangements contemplated
by this Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of
the Exchange Act). Each Stockholder agrees that, for purposes of determining beneficial ownership of such Stockholder, it shall disclaim
any beneficial ownership by virtue of this Agreement of the Shares owned by the other Stockholders (other than, in the case of the Permira
Stockholder, as amongst the Stockholders within such defined group as further set forth in Section 5.16), and the Company
agrees to recognize such disclaimer in its Exchange Act and Securities Act reports. The obligations of each Stockholder under this Agreement
are several and not joint with the obligations of any other Stockholder, and no Stockholder shall be responsible in any way for the performance
of the obligations of any other Stockholder under this Agreement. Nothing contained herein, and no action taken by any Stockholder pursuant
hereto, shall be deemed to constitute the Stockholders as, and the Company acknowledges that the Stockholders do not so constitute, a
partnership, an association, a joint venture, or any other kind of group or entity, or create a presumption that the Stockholders are
in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement
and the Company acknowledges that the Stockholders are not acting in concert or as a group, and the Company shall not assert any such
claim, in each case, with respect to such obligations or the transactions contemplated by this Agreement. The decision of each Stockholder
to enter into this Agreement has been made by such Stockholder independently of any other Stockholder. Each Stockholder acknowledges
that no other Stockholder has acted as agent for such Stockholder in connection with such Stockholder making its investment in the Company
and that no other Stockholder will be acting as agent of such Stockholder in connection with monitoring such Stockholder’s investment
in the Shares or enforcing its rights under this Agreement. The Company and each Stockholder confirms that each Stockholder has had the
opportunity to independently participate with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby
with the advice of its own counsel and advisors. Each Stockholder shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Stockholder to be
joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the rights and obligations
contemplated hereby was solely in the control of the Company, not the action or decision of any Stockholder, and was done solely for
the convenience of the Company and its Subsidiaries and not because the Company was required to do so by any Stockholder. It is expressly
understood and agreed that each provision contained in this Agreement is between the Company and a Stockholder, solely, and not between
the Company and the Stockholders collectively and not between and among the Stockholders.
[Signature pages follow]
22
IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first set forth above.
**REFORMATION INC.**
By:
Name:
Title:
**PERMIRA STOCKHOLDER**
**Refo SCSp**
By:
Name:
Title:
**AFT STOCKHOLDER**
**Aflalo Family Trust, established U/T/A dated November 8, 2018, as amended**
By:
Name: Yael Aflalo
Title: Trustee
---
## EXHIBIT 10.3
SEC source: [tm2513004d11_ex10-3.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-3.htm)
**Exhibit 10.3**
**SECURITIES REPURCHASE AGREEMENT**
**BY AND AMONG**
[
- ]
**AND**
**REFORMATION INC.**
**Dated as of July [
- ], 2026.**
**SECURITIES REPURCHASE AGREEMENT**
THIS SECURITIES REPURCHASE AGREEMENT (this “***Agreement***”)
is made and entered into as of July [
- ], 2026 by and between [
- ] (“***Seller***”) and Reformation
Inc., a Delaware corporation (the “***Company***”).
WHEREAS, the Company intends to effect the Initial
Public Offering (as defined below) and, in connection with the Initial Public Offering, the Company and Seller propose to enter into
a transaction whereby Seller shall sell to the Company, and the Company shall purchase from Seller, the number of shares of the Company’s
common stock, par value $0.0001 per share (“***Common Stock***”), stock options to acquire Common Stock (“***Options***”)
and restricted stock units (“***RSUs***” and, together with the Common Stock and Options, the “***Seller
Securities***”) set forth in Schedule I hereto.
NOW, THEREFORE, in consideration of the foregoing,
of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed as follows:
**ARTICLE I**
**REPURCHASE**
Section 1.1Repurchase
of Seller Securities. Under the terms and subject to conditions hereof and in reliance upon the representations, warranties and agreements
contained herein, at the Closing (as defined below), Seller shall sell to the Company the Seller Securities for the purchase price set
forth in Schedule I hereto (the “***Purchase Price***”).
For purposes of this Agreement:
“***Action***” means any claim,
suit, action, arbitration, cause of action, complaint, criminal prosecution, demand letter, allegation or proceeding, whether at law
or at equity, including whether administrative or investigative, and whether public or private, or before or by any Governmental Entity,
any arbitrator or other tribunal.
“***Affiliate***” means, with
respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with, such specified Person.
“***Beneficial Ownership***”
by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security;
and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise
be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended; provided that for purposes of determining Beneficial Ownership,
a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective
of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of
time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). The
terms “Beneficially Own” and “Beneficial Owner” shall have correlative meanings.
2
“***Code***” means the Internal
Revenue Code of 1986, as amended.
“***Exchange Act***” means the
U.S. Securities Exchange Act of 1934, as amended from time to time, or any successor act, and the rules and regulations promulgated
thereunder.
“***Governmental Entity***”
means any supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency,
commission or other governmental official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange
or similar self-regulatory organization or any quasi-governmental or private body exercising any regulatory, taxing or other governmental
or quasi-governmental authority (including any governmental or political division, department, agency, commission, instrumentality, official,
organization, unit, body or entity and any court or other tribunal).
“***Group***” shall have the
meaning assigned to it in Section 13(d)(3) of the Exchange Act.
“***Initial Public Offering***”
means the Initial Public Offering pursuant to the registration statement on Form S-1 (SEC File No. 333-297039) filed with the
SEC on June 25, 2026.
“***Initial Public Offering Price***”
means the price per share equal to the initial offering price to the public in the Initial Public Offering less underwriting discounts
and commissions.
“***Order***” means any judgment,
writ, decree, stipulation, determination, decision, award, rule, preliminary or permanent injunction, temporary restraining order or
other order of any Governmental Entity.
“***Person***” means any individual,
corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, other entity, government or any agency or political subdivision thereof or any Group comprised of two or more of the foregoing.
“***SEC***” means the U.S. Securities
and Exchange Commission.
Section 1.2Closing.
The Closing (the “***Closing***”) of the purchase of the Seller Securities shall occur remotely via the electronic
exchange of documents and signatures, subject to the satisfaction or waiver of the conditions set forth in Articles V and VI herein,
immediately following the consummation of the Initial Public Offering, or at such other time, date or place as Seller and the Company
may agree in writing. The date on which the Closing occurs is hereinafter referred to as the “***Closing Date***”.
3
Section 1.3Deliveries.
(a)At
the Closing, Seller shall deliver or cause to be delivered to the Company the following (collectively, the “***Seller Closing
Deliveries***”):
(i)the
Seller Securities, free and clear of any Lien (as defined below); and
(ii)a
duly executed U.S. Internal Revenue Service Form W-9 or applicable Form W-8 of Seller, in form and substance reasonably satisfactory
to the Company.
(b)At
the Closing, the Company or its agent shall deliver to Seller the Purchase Price, payable by wire transfer of immediately available funds
to the following account, or to such other account as may be agreed to between the parties:
[
- ]
**ARTICLE II**
**REPRESENTATIONS
AND WARRANTIES OF SELLER**
Seller represents and warrants to the Company, as
follows:
Section 2.1Title
to Securities. Seller has sole record and Beneficial Ownership of all Seller Securities and shall deliver the Seller Securities,
free and clear of any and all option, call, contract, commitment, mortgage, pledge, security interest, encumbrance, lien, tax, claim
or charge of any kind or right of others of whatever nature (collectively, a “***Lien***”).
Section 2.2Valid
Execution. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency or
other equitable remedies.
Section 2.3Approvals.
No material consent, approval, authorization or Order of, or registration, qualification or filing with, any other third party is required
to be obtained or made by Seller for the execution, delivery or performance by Seller of this Agreement or the consummation by Seller
of the transactions contemplated hereby.
Section 2.4No
Conflicts. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions
contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions
of any law applicable to Seller; (ii) violate any Action or Order applicable to Seller or any of Seller’s assets; or (iii) result
in any breach of or conflict with any terms or conditions of, or constitute a default under, any contract or instrument to which Seller
is a party or by which Seller or Seller’s assets are bound, other than any such violation, breach or conflict that would not prevent
or impede the consummation of the transactions contemplated hereby.
4
Section 2.5Receipt
of Information. Seller has received access to and carefully reviewed any financial and other information that it and its advisors
considers necessary or appropriate for deciding whether to enter into this Agreement and to dispose of the Seller Securities. Seller
is a sophisticated investor with the capacity to evaluate the risks and merits of the transactions contemplated by this Agreement, is
represented by, or has had the opportunity to engage, separate legal and tax counsel and has reviewed (together with such counsel) the
terms of this Agreement, and has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions
of the Company’s purchase of the Seller Securities and the business and financial condition of the Company and to obtain additional
information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary
to verify the accuracy of any information furnished to it or to which it had access. Seller fully understands all the terms and conditions
of this Agreement and has made an informed decision with respect to the transactions contemplated by this Agreement and has not received,
and is not relying on, any representations or warranties from the Company, other than as expressly provided herein. Seller hereby understands
and acknowledges that neither the Company nor any of its affiliates, principals, stockholders, partners, employees and agents has provided
Seller with any investment advice or rendered any opinion to Seller as to the Company or whether the sale of the Seller Securities is
prudent or suitable.
Section 2.6Treatment
of Repurchase. Seller and the Company agree (i) that no portion of the Purchase Price will be treated as a dividend under Section 301
of the Code by reason of Section 302 of the Code or otherwise and (ii) to file all tax returns (including information returns)
in a manner consistent with the treatment described in clause (i).
**ARTICLE III**
**REPRESENTATIONS
AND WARRANTIES OF THE COMPANY**
Section 3.1Authority
Relative to this Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and
consummate the transactions contemplated hereby. The purchase of the Seller Securities has been duly authorized by the Company’s
board of directors, and no other corporate or stockholder proceedings on the part of the Company are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company
and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms,
except as may be limited by bankruptcy, insolvency or other equitable remedies.
Section 3.2Approvals.
No material consent, approval, authorization or Order of, or registration, qualification or filing with, any court, regulatory authority,
governmental body or any other third party is required to be obtained or made by the Company for the execution, delivery or performance
by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby.
5
Section 3.3No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions
of any law applicable to the Company; (ii) violate any Action or Order applicable to the Company or any of the Company’s assets;
or (iii) result in any breach of or conflict with any terms or conditions of, or constitute a default under, any contract or instrument
to which the Company is a party or by which the Company or the Company’s assets are bound, other than any such violation, breach
or conflict that would not prevent or impede the consummation of the transactions contemplated hereby.
Section 3.4Funds.
Subject to the consummation of the Initial Public Offering, the Company will have as of the Closing sufficient cash available to pay
the Purchase Price to Seller on the terms and conditions contained herein, and there will be no restriction on the use of such cash for
such purpose.
**ARTICLE IV**
**ADDITIONAL
AGREEMENTS**
Section 4.1Commercially
Reasonable Efforts. The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries and affiliates
to use) their respective commercially reasonable efforts to promptly take or cause to be taken all necessary actions, and do or cause
to be done all things, necessary, proper or advisable under this Agreement and applicable laws to consummate and make effective all the
transactions contemplated by this Agreement as soon as practicable.
Section 4.2Public
Announcements.
(a)Except
as may be required by applicable law, no party hereto shall make any public announcements or otherwise communicate with any news media
with respect to this Agreement or any of the transactions contemplated hereby, without prior consultation with the other party as to
the timing and contents of any such announcement or communications; provided, however, that the Company shall be entitled
to disclose this Agreement and any of the transactions contemplated hereby in any filings made pursuant to the Securities Act of 1933
and the Exchange Act without consulting Seller.
(b)Notwithstanding
Section 4.2(a), nothing contained herein shall prevent any party from promptly making all filings with any governmental entity or
disclosures with the stock exchange, if any, on which such party’s capital stock is listed, as may, in its judgment, be required
in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Section 4.3Withholding. The Company shall pay the Purchase Price pursuant to Section 1.3(b) free and clear of, and without reduction or withholding
for, any taxes. Notwithstanding the foregoing, Seller shall indemnify the Company against any and all taxes (and any and all related
losses, claims, liabilities, penalties, interest, and expenses) incurred by the Company by the U.S. Internal Revenue Service or any other
governmental authority as a result of the Company’s failure to deduct and withhold the proper amount of tax from the Purchase Price
as a result of the treatment of all or any portion of the Purchase Price as a dividend under Sections 302(d) and 301(c)(1) of
the Code.
6
**ARTICLE V**
**CONDITIONS
TO CLOSING OF THE COMPANY**
The obligation of the Company to purchase the Seller
Securities from Seller at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Section 5.1Representations
and Warranties. Each representation and warranty made by Seller in Article II above shall be true and correct on and as of the
Closing Date as though made as of the Closing Date.
Section 5.2Performance.
All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Seller on or prior to the Closing
Date shall have been performed or complied with by Seller in all respects.
Section 5.3Certificates
and Documents. Seller shall have delivered at or prior to the Closing to the Company or its designee the Seller Closing Deliveries.
Section 5.4Initial
Public Offering. The Initial Public Offering shall have been consummated.
**ARTICLE VI**
**CONDITIONS
TO CLOSING OF SELLER**
The obligation of Seller to sell the Seller Securities
to the Company at the Closing is subject to the fulfillment on or prior to the Closing Date of each of the following conditions:
Section 6.1Representations
and Warranties. Each representation and warranty made by the Company in Article III above shall be true and correct on and as
of the Closing Date as though made as of the Closing Date.
Section 6.2Performance.
All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the
Closing Date shall have been performed or complied with by the Company in all respects.
Section 6.3Purchase
Price. The Company or its agent shall have delivered to Seller the Purchase Price, payable by wire transfer of immediately available
funds to the account that Seller shall designate at least two business days prior to the date of Closing.
7
Section 6.4Initial
Public Offering. The Initial
Public Offering shall have been consummated.
**ARTICLE VII**
**MISCELLANEOUS**
Section 7.1Savings
Clause. No provision of this Agreement shall be construed to require any party or its affiliates to take any action that would violate
any applicable law (whether statutory or common), rule or regulation.
Section 7.2Amendment
and Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions
and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its
terms.
Section 7.3Severability.
If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all
other provisions of this Agreement shall not be affected and shall remain in full force and effect; provided that the economic
or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party.
Section 7.4Entire
Agreement. Except as otherwise expressly set forth herein, this Agreement, together with the several agreements and other documents
and instruments referred to herein or therein or annexed hereto, embody the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among
the parties, written or oral, that may have related to the subject matter hereof in any way. Without limiting the generality of the foregoing,
to the extent that any of the terms hereof are inconsistent with the rights or obligations of Seller under any other agreement with the
Company or the rights or obligations of the Company under any other agreement with Seller, the terms of this Agreement shall govern.
Section 7.5Successors
and Assigns. Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in
whole or in part by any party without the prior written consent of the other parties.
Section 7.6Counterparts;
Electronic Signature. This Agreement may be executed in separate counterparts each of which shall be an original and all of which
taken together shall constitute one and the same agreement. This Agreement may be executed by facsimile or electronic signature in portable
document format (.pdf) and a facsimile or electronic signature in portable document format (.pdf) will constitute an original for all
purposes.
8
Section 7.7Remedies.
(a)Each
party hereto acknowledges that monetary damages would not be an adequate remedy in the event that each and every one of the covenants
or agreements in this Agreement are not performed in accordance with their terms, and it is therefore agreed that, in addition to and
without limiting any other remedy or right it may have, the non-breaching party shall have the right to an injunction, temporary restraining
order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically each and
every one of the terms and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court
determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such
remedy.
(b)All
rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative
and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.
Section 7.8Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if sent by facsimile or electronic mail,
or delivered personally, telecopied (upon telephonic confirmation of receipt), on the first business day following the date of dispatch
if delivered by a recognized next day courier service, or on the third business day following the date of mailing if delivered by registered
or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant
to such other instructions as may be designated in writing by the party to receive such notice.
If to the Company:
c/o Reformation Inc.
5801 S. 2nd St.
Vernon, CA 90058
Attention:General Counsel
Email: [***]
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention:Laura A. Kaufmann, Esq.
Email:[***]
If to Seller:
c/o [
- ]
[
- ]
Attention:[
- ]
Email:[
- ]
9
with a copy (which shall not constitute notice) to:
[
- ]
[
- ]
Attention:[
- ]
Email:[
- ]
Section 7.9Governing
Law; Consent to Jurisdiction.
(a)This
Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles
of conflicts of law. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusive jurisdiction
of any state or U.S. federal court in the City of New York, County of New York, for any action, proceeding or investigation in any court
or before any governmental authority (“***Litigation***”) arising out of or relating to this Agreement and the transactions
contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion,
as a defense, counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim that it is not personally
subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 7.9
that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise),
and to the fullest extent permitted by applicable law, that the Litigation in any such court is brought in an inconvenient forum, that
the venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts
and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, fetter
or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING,
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.
EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH
PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
(b)Each
of the parties expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York
and of the United States of America; provided that consent by Seller and the Company to jurisdiction and service contained in
this Section 7.9 is solely for the purpose referred to in this Section 7.9 and shall not be deemed to be a general submission
to said courts or in the State of New York other than for such purpose.
Section 7.10Interpretation.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation”.
[Signature Pages Follow]
10
IN WITNESS WHEREOF, the parties hereto have caused
this Securities Repurchase Agreement to be duly executed and delivered as of the date first above written.
[
- ]
By:
Name:
Title:
REFORMATION INC.
By:
Name:
Title:
[*Signature Page to Repurchase Agreement*]
**SCHEDULE I**
Securities Number of Securities To Be Repurchased Purchase Price
Common Stock [
- ] The Initial Public Offering Price
Options [
- ] The Initial Public Offering Price less the applicable exercise price of such Options
RSUs [
- ] The Initial Public Offering Price
I-1
---
## EXHIBIT 10.4
SEC source: [tm2513004d11_ex10-4.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-4.htm)
**Exhibit 10.4**
**AMENDED AND RESTATED REFORMATION INC.
2019 STOCK OPTION PLAN**
(Formerly REF Topco, Inc. 2019 Stock Option
Plan)
Section 1.Purpose
Reformation Inc., a Delaware corporation (the “Company”),
has adopted this Amended and Restated Reformation Inc. 2019 Stock Option Plan (the “Plan”) effective as of the date
indicated in Section 9 hereof (the “Effective Date”). The purposes of the Plan are to encourage selected employees,
non-employee directors and consultants of the Company or any Subsidiary to acquire a proprietary interest in the growth and performance
of the Company and its Subsidiaries and to enhance the ability of the Company and its Subsidiaries to attract, retain and reward qualified
individuals.
Section 2.Definitions
As used in the Plan, the following terms shall have
the meanings set forth below:
(a)“Affiliate”
shall have the meaning set forth in the Stockholders’ Agreement.
(b)“Award”
shall mean a grant of Options pursuant to the provisions of this Plan.
(c)“Award
Agreement” shall mean, with respect to any particular Award, the written document that sets forth the terms of that particular
Award.
(d)“Board”
shall mean the Board of Directors of the Company.
(e)“Cause”
shall mean, as to each Participant (as determined by the Board in good faith): (i) the Participant’s commission or conviction
of, or guilty plea or plea of nolo contendere to, any felony or other crime involving moral turpitude or fraud; (ii) any act of theft
or embezzlement by the Participant against any member of the Company Group; (iii) any act or omission by the Participant constituting
willful and material breach of a fiduciary obligation or any gross malfeasance, gross negligence or gross misconduct by the Participant
relating to the business of any member of the Company Group; (iv) violation by the Participant of any material policy of any member
of the Company Group (including any sexual harassment policy) that has been provided or made available to the Participant after notice
and an opportunity to cure within 30 days after such notice, to the extent curable; (v) a material breach by the Participant of any
non-competition, non-solicitation or confidentiality agreement with any member of the Company Group; or (vi) the Participant’s
willful and continued failure to perform duties consistent with his or her positions as reasonably requested by the Board or such Participant’s
supervisor after notice and an opportunity to cure within 30 days after such notice, to the extent curable.
(f)“Change
in Control” shall mean (i) the acquisition, directly or indirectly (whether by merger, consolidation, other business combination
or otherwise), by any group of Persons (within the meaning of the Exchange Act) or by any Person, of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of Shares as a result of which acquisition, or series of acquisitions, the Permira Stockholder
beneficially owns less than 50% of the issued and outstanding Shares, (ii) a sale, license, lease, or other disposition of all or
substantially all of the Company’s assets (including, the capital stock or assets of the Company’s Subsidiaries) or (iii) a
sale of stock by the Permira Stockholder that results in the Permira Stockholder owning less than 50% of the issued and outstanding Shares; provided, however, that a “Change in Control” shall not include a merger effected exclusively for the purpose
of changing the domicile of the Company or its Subsidiaries or creating a holding company structure or to implement any other organizational
structure.
1
(g)“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.
(h)“Committee”
shall mean the Compensation Committee of the Board, unless otherwise specified by the Board, in which event the Committee shall be as
specified by the Board, which Committee shall administer the Plan and perform the functions set forth herein. If there is no Compensation
Committee and the Board does not specify otherwise, the Committee shall mean the Board.
(i)“Company
Group” shall have the meaning set forth in the Stockholders’ Agreement.
(j)“Disability”
means, with respect to any Participant who is a party to an employment agreement or similar arrangement with the Company or any Affiliate,
“Disability” as such term may be defined in such employment agreement, or, if there is no such employment agreement or similar
arrangement or if there is no definition of “Disability” set forth therein, then “Disability” shall mean that
the Participant is unable, due to physical or mental incapacity, to perform his duties to the Company and its Affiliates for a period
of either (x) 180 consecutive days or (y) 180 days in any 365 day period.
(k)“Equity
Securities” means any (i) capital stock of any class or series, (ii) options, warrants or other securities convertible
into or exercisable or exchangeable for such capital stock, (iii) options, warrants or other securities convertible into or exercisable
or exchangeable for such securities described in clause (ii), or (iv) any other rights to acquire, directly or indirectly, such capital
stock.
(l)“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(m)“Fair
Market Value” shall have the meaning set forth in the Stockholders’ Agreement.
(n)“IPO”
shall have the meaning set forth in the Stockholders’ Agreement.
(o)“Marketable
Securities” means Equity Securities (other than Equity Securities of the Company or of any entity in which securities are converted
in connection with an IPO) that (i) are freely traded without restriction of volume or manner of sale under Rule 144 of the
Securities Act, (ii) are listed on any of the New York Stock Exchange, Nasdaq Stock Market or another public exchange reasonably
acceptable to the Company and (iii) have a sufficient daily trading volume, as determined by the Board in its reasonable discretion,
to permit resales of such securities in such time period, volume and manner as the Board deems appropriate without a discount.
2
(p)“Option”
shall mean a non-qualified stock option granted under the Plan.
(q)“Participant”
shall mean an employee, non-employee director or consultant of the Company or any Subsidiary who has been granted an Award under the Plan.
(r)“Permira
Stockholder” shall have the meaning set forth in the Stockholders’ Agreement.
(s)“Person”
means any individual, firm, company, partnership, limited liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental body or other entity of any kind.
(t)“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.
(u)“Shares”
shall mean the common stock of the Company, $.01 par value, and any and all securities of any kind whatsoever of the Company which may
be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation,
stock split, stock dividend or recapitalization of the Company or otherwise.
(v)“Stockholder”
means at any time, any Person (other than the Company) who shall then be a party to or bound by the Stockholders’ Agreement, so
long as such Person shall “beneficially own” (as defined in Rule13d-3 of the Exchange Act) any securities of the Company.
(w)“Stockholders’
Agreement” means the Stockholders’ Agreement dated as of August 26, 2019, by and among the Company, the Permira Stockholder
and the various stockholders party thereto, as the same may be amended from time to time.
(x)“Subsidiary”
means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar function at the time directly
or indirectly owned by such Person.
Section 3.Administration
(a)Generally.
The Plan shall be administered by the Committee. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations
and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at
any time, and shall be final, conclusive, and binding upon all Persons, including the Company or any Subsidiary, any Participant, any
holder or beneficiary of any Award, any stockholder of the Company and any employee of the Company or any Subsidiary.
3
(b)Powers.
Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the number of Shares to be covered by Awards; (iii) determine the terms and conditions of any Award; (iv) determine
whether, to what extent, and under what circumstances Options may be settled or exercised in cash, Shares or other property, or canceled,
forfeited, or suspended, and the method or methods by which Options may be settled, exercised, canceled, forfeited, or suspended; (v) interpret
and administer the Plan and any instruments or agreements relating to, or Awards granted under, the Plan; (vi) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of
the Plan; and (vii) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan.
In the exercise of its discretion, the Committee
is under no obligation to make uniform determinations and/or interpretations as to any issue relating to any Participant or group of Participants
(whether or not such Participants are similarly situated). No member of the Committee, nor any Person to whom ministerial duties have
been delegated, shall be personally liable for any action, interpretation or determination made with respect to the Plan or awards made
thereunder, and each member of the Committee shall be fully indemnified, held harmless and protected by the Company with respect to any
liability he or she may incur with respect to any such action, interpretation or determination made in good faith, to the extent permitted
by applicable law and, in addition, to the extent provided in the Company’s certificate of incorporation and by-laws, as amended
from time to time, or under any agreement between any such member and the Company. The foregoing right of indemnification shall inure
to the benefit of the heirs, executors or administrators of each such member of the Committee and shall be in addition to all other rights
to which such member of the Committee would be entitled to as a matter of law, contract or otherwise.
The acts by members holding a majority of the votes
held by members of the Committee at any meeting shall be the acts of the Committee; provided, that, if at any time the Committee
is the Board, the acts by members holding a majority the votes held by the members of the Board present at any meeting shall be the acts
of the Committee.
Section 4.Shares
Available for Awards
(a)Shares
Available. Subject to adjustment as provided in Section 4(b):
(i)Limitation
on Number of Shares. The maximum aggregate number of Shares which may be issued pursuant to, or by reason of, Awards shall be 54,796.88.
To the extent that an Award granted ceases to remain outstanding by reason of termination of rights granted thereunder or forfeiture,
the Shares subject to such Award shall again become available for issuance under the Plan.
4
(ii)Sources
of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
(b)Adjustments.
In the event that the Committee shall determine that any change in corporate capitalization, such as a stock split, a reverse stock split,
an extraordinary dividend or other distribution of Shares, or a corporate transaction, such as a spin-off, recapitalization, merger, consolidation,
reorganization, combination, reclassification, or partial or complete liquidation of the Company or other similar corporate transaction
or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem necessary to prevent dilution
or enlargement of the benefits or potential benefits intended to be made under the Plan, proportionally adjust any or all of (i) the
number and type of shares of stock or other securities or other equity interests which thereafter may be made the subject of Awards, (ii) the
number and type of shares of stock or other securities or other equity interests subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price or any other terms of any Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award in exchange for cancellation of such Award or provide for the cancellation of outstanding Awards without payment
(in cash or otherwise) in respect thereof. Notwithstanding the foregoing, any adjustments in connection with a Change in Control shall
be governed by Section 4(c) and not this Section 4(b).
(c)Change
in Control. In the event of a Change in Control, the Committee may provide for (i) a reasonable period of time (but not less
than 5 days) prior to the date of the consummation of the Change in Control for the holders of Options to exercise such Options in full
(disregarding whether or not they were otherwise exercisable) and/or (ii) the cancellation of Options in exchange for payment (in
cash and/or other substitute consideration) in respect of each Share covered by the Option (disregarding whether or not vested) in an
amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the transaction (the value of any non-cash
consideration, other than Marketable Securities, to be determined by the Committee in its good faith discretion) over the exercise price
of such Option. The cancellation of Options in accordance with this Section 4(c) may be effected notwithstanding anything to
the contrary contained in the Plan or in an Award Agreement, and if the amount determined pursuant to clause (ii) of the preceding
sentence is zero or less, the affected Option may be cancelled without any payment therefor.
Section 5.Eligibility
In determining the individuals to whom Awards shall
be granted and the number of Shares to be covered by each Award, the Committee shall take into account the nature of such individual’s
duties and present and potential contributions to the success of the Company and such other factors as it shall deem relevant in connection
with accomplishing the purposes of the Plan. A Participant who has been granted an Award or Awards under the Plan may be granted an additional
Award or Awards.
5
Section 6.Options
The Committee is hereby authorized to grant Options
to Participants upon the following terms and conditions and with such additional terms and conditions, in either case not inconsistent
with the provisions of the Plan or Appendix A, with respect to Awards granted to California residents, as the Committee shall determine:
(a)Exercise
Price. The exercise price per Share purchasable under an Option shall not be less than the Fair Market Value of one Share at the time
the Option is granted.
(b)Option
Term. The term of each Option shall be fixed by the Committee but shall not exceed ten (10) years from the date of grant.
(c)Time
and Method of Exercise. The Committee shall determine the time or times at which the right to exercise an Option may vest and become
exercisable, and the method or methods by which, and the form or forms in which, payment of the option price with respect to exercises
of such Option may be made or deemed to have been made, which may include cash or such other consideration as deemed appropriate by the
Committee.
(d)Limits
on Transfer of Options. No Option and no right under any such Option, shall be assignable, alienable, saleable or transferable by
a Participant otherwise than by will or by the laws of descent and distribution, and such Option, and each right under any such Option,
shall be exercisable only by the Participant or by the Participant’s guardian or legal representative. No Option and no right under
any such Option, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance
thereof shall be void and unenforceable against the Company or any Affiliate. A guardian, legal representative or other Person claiming
any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement
applicable to such Participant, except as otherwise determined by the Committee, and to any additional restrictions deemed necessary or
appropriate by the Committee.
Section 7.Amendment
and Termination
Except to the extent prohibited by applicable law
and unless otherwise expressly provided in an Award Agreement or in the Plan:
(a)Amendments
to the Plan. The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to
time by the Board, but no amendment without the approval of the stockholders of the Company shall be made if such amendment would be required
under any law or rule of any governmental authority, stock exchange or other self-regulatory organization to which the Company may
then be subject. None of the amendment, suspension or termination of the Plan shall, without the consent of the holder of such Award,
adversely alter or impair any rights or obligations under any Award theretofore granted.
(b)Correction
of Defects, Omissions, and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.
6
Section 8.General
Provisions
(a)No
Rights to Awards. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity
of treatment of Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the
same with respect to each recipient.
(b)No
Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of
the Company or any Subsidiary. Further, the Company or a Subsidiary, as applicable, may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.
(c)Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect
to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
(d)Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or
would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan, such provision shall be deemed void, stricken and the remainder of the Plan and any such Award shall
remain in full force and effect.
(e)Headings.
Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision hereof.
(f)Tax
Withholding. The Company and an applicable Subsidiary are authorized to withhold from any Award granted or any payment relating to
an Award under the Plan, including from the exercise of an Option, the minimum amounts of taxes required by law to be withheld in connection
with any transaction involving an Award (or such other rate that will not cause adverse accounting consequences for the Company or any
of its Affiliates), and to take such other action as the Committee may deem advisable to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property
or cash payments otherwise due to the Participant in respect thereof in satisfaction of a Participant’s tax obligations.
Section 9.Effective
Date of the Plan
The Plan will be effective as of the date of its
adoption by the Board (the “Effective Date”).
7
Section 10.Term
of the Plan
The Plan shall continue until the earlier of (i) the
termination of the Plan by the Board or (ii) the 10th anniversary of the Effective Date. However, unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond (and be exercisable after) such
date of termination and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall also extend beyond such date
of termination.
Section 11.Section 409A
The Company intends that payments and benefits under
this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted,
the Plan shall be interpreted and administered to be in compliance therewith. Notwithstanding any provision of the Plan or any Award Agreement,
if at the time of termination of a Participant’s employment or service with the Company or an Affiliate, as applicable, such Participant
is a “specified employee” (as defined in Section 409A of the Code) and any payments upon such termination under the Plan
or in respect of such Award will result in additional tax or interest to such Participant under Section 409A of the Code, he or she
will not be entitled to such payments until the earlier of (i) the date that is six months after such termination or (ii) any
earlier date that does not result in any additional tax or interest to such Participant under Section 409A of the Code. The Company
makes no representation that any or all of the payments described in the Plan or in any Award Agreement will be exempt from or comply
with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.
8
**APPENDIX A
PROVISIONS FOR CALIFORNIA RESIDENTS**
With respect to Awards granted to California residents
prior to a public offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared
effective by, the Securities and Exchange Commission under the Securities Act of 1933, as amended, and only to the extent required by
applicable law, the following provisions shall apply notwithstanding anything in this Plan or an Award Agreement to the contrary:
1.With
respect to any Award granted in the form of a stock option pursuant to Section 6 of the Plan:
(a)The
exercise period shall be no more than 120 months from the date the option is granted.
(b)The
options shall be non-transferable other than by will, by the laws of descent and distribution or, if and to the extent permitted under
the Award Agreement, to a revocable trust or as permitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701).
(c)Unless
employment is terminated for “cause” as defined by applicable law, the terms of the Plan or Award Agreement, or a contract
of employment, the right to exercise the option in the event of termination of employment, to the extent that the Award recipient is entitled
to exercise on the date employment terminates, will continue until the earlier of the option expiration date, or:
(1) At
least 6 months from the date of termination if termination was caused by death or disability.
(2) At
least 30 days from the date of termination if termination was caused by other than death or disability.
2.The
Plan shall have a termination date of not more than 10 years from the date the Plan is adopted by the Board or the date the Plan is approved
by the security holders, whichever is earlier.
3.Security
holders representing a majority of the Company’s outstanding securities entitled to vote must approve the Plan by the later of (a) 12
months after the date the Plan is adopted or (b) 12 months after the granting of any Award to a resident of California. Any option
exercised or any securities purchased before security holder approval is obtained must be rescinded if security holder approval is not
obtained within the period described in the preceding sentence. Such securities shall not be counted in determining whether such approval
is obtained.
4.In
the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution
of the Company’s equity securities without the receipt of consideration by the Company, of or on the Shares, the number of shares
covered by and the exercise price of such Awards will, without further action of the Board, be proportionally adjusted to reflect such
event.
5.This
Appendix A is intended to comply with Section 25102(o) of the California Corporations Code. Any provision of this Plan or Appendix
which is inconsistent with Section 25102(o), including without limitation any provision of this Plan or Appendix that is more restrictive
than would be permitted by Section 25102(o) as amended from time to time, shall, without further act or amendment by the Board,
be reformed to comply with the provisions of Section 25102(o). If at any time the Board determines that the delivery of Shares or
the granting of any Award under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal or state securities
laws, the right to receive or exercise an Award or receive shares of Shares pursuant to an Award shall be suspended until the Board determines
that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Shares under federal
or state laws.
---
## EXHIBIT 10.5
SEC source: [tm2513004d11_ex10-5.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-5.htm)
**Exhibit 10.5**
**REF TOPCO, INC.
2019 STOCK OPTION PLAN**
**NONQUALIFIED STOCK OPTION AGREEMENT**
This Nonqualified Stock Option Agreement (this
“Agreement”), is made effective as of [DATE] (the “Date of Grant”), by and between REF Topco, Inc.,
a Delaware corporation (the “Company”), and [NAME] (the “Participant”).
RECITALS
WHEREAS, the Company has adopted the REF Topco, Inc.
2019 Stock Option Plan (as amended from time to time, the “Plan”), which Plan is incorporated herein by reference and
made a part of this Agreement. Capitalized terms used but not otherwise defined herein shall have meanings ascribed to such terms in the
Plan; and
WHEREAS, the Committee has determined that it is
in the best interests of the Company to grant the Option provided for herein to the Participant pursuant to the Plan and the terms set
forth herein.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged,
the parties hereto agree as follows:
1.Grant.
The Company hereby grants to the Participant, effective as of the Date of Grant, an Option to acquire a total of [NUMBER] Shares, subject
to all of the terms and conditions of the Plan and this Agreement (the “Option”). The Option is intended to be a non-qualified
stock option, and is not intended to be treated as an option that complies with Section 422 of the Code.
2.Exercise
Price. The per-share exercise price of the Shares subject to the Option shall be $[AMOUNT].
3.Vesting.
(a)Time-Based
Options. A total of fifty percent (50%) of the Shares (the “Time-Based Option”) subject to the Option shall vest
and become exercisable based on the Participant’s continued employment with the Company or one of its Subsidiaries during the four-year
period immediately following [DATE] (the “Vesting Commencement Date”), with (i) 25% of the Shares subject to the
Time-Based Option vesting on the first anniversary of the Vesting Commencement Date (the “First Anniversary”) and (ii) the
remaining 75% of the Shares subject to the Time-Based Option vesting in equal installments on each of the 36 monthly anniversaries of
the Vesting Commencement Date immediately following the First Anniversary; provided, that, all Time-Based Options that are
outstanding and unvested as of immediately prior to a Change in Control shall vest in full upon the occurrence of the Change in Control.
(b)Performance-Based
Option.
(i)A
total of 50% of the Shares subject to the Option (the “Performance-Based Option”) shall become eligible to vest upon
the achievement of Multiple of Money thresholds, if the Participant remains in continued employment with the Company or one of its Subsidiaries
through the earlier of (1) an Exit Event and (2) the date such threshold is achieved. The actual percentage of the Performance-Based
Option that will vest and become exercisable shall be based on the achievement of the following Multiple of Money thresholds at any time
prior to or in connection with an Exit Event (determined by linear interpolation for achievement between the thresholds specified in the
table):
| Multiple of Money | Percentage of Performance-Based Options Vesting |
| --- | --- |
| Less than 1.75 | 0% |
| 1.75 | 50% |
| 2.50 or greater | 100% |
(ii)Any
portion of the Performance-Based Option that remains unvested immediately after a Change in Control (after taking into account any vesting
that occurs in connection with such Change in Control), shall remain outstanding and eligible to vest through an Exit Event upon the achievement
of Multiple of Money thresholds, subject to the Participant’s continued employment with the Company or one of its Subsidiaries until
the earlier to occur of (1) an Exit Event and (2) the date such threshold is achieved.
(iii)Any
portion of the Performance-Vesting Option that remains unvested following the Permira Shareholder’s receipt of all Cash Proceeds
in connection with an Exit Event will be forfeited by the Participant and cease to be outstanding without the delivery of any Shares or
the payment of any other consideration therefor.
(c)For
purposes of this Agreement, the following terms have the meanings set forth below:
(i)“**Cash
Proceeds**” means, as of any determination date, as determined in good faith by the Board, all cash proceeds and Marketable Securities
received by the Permira Stockholder in respect of the Initial Investor Shares, including, without limitation, the proceeds in cash and
Marketable Securities of any direct or indirect disposition (in whole or in part), dividends, returns of capital or distributions received
by the Permira Stockholder in respect of the Initial Investor Shares, excluding, for greater certainty, any market and customary management,
consulting, monitoring, advisory, transaction or similar fee, if any, received by the Permira Stockholder or any of its Affiliates.
(ii)“**Exit
Event**” means the date on which the Permira Shareholder disposes of all of its Initial Investor Shares.
(iii)“**Initial
Investment Amount**” means the aggregate investment by the Permira Stockholder in the Company at Fair Market Value (it being understood
that any investments made by employees, officers, directors or independent contractors of the Company do not constitute cash invested
by the Permira Stockholder), including any subsequent contributions of capital.
2
(iv)“**Initial
Investor Shares**” means the Shares issued to the Permira Stockholder.
(v)“**Multiple
of Money**” means the number obtained by dividing (a) the Cash Proceeds realized by the Permira Stockholder prior to and
upon an Exit Event in respect of the Initial Investor Shares by (b) the Initial Investment Amount; provided, however,
that the calculation of the Multiple of Money will give effect to the dilutive effects of any payments paid to the holders of vested Options
and other holder of securities or other rights issued under any other stock option agreement or similar agreement. In the event that the
Permira Stockholder realizes additional Cash Proceeds in respect of the Initial Investor Shares after the occurrence of an Exit Event
(whether through distribution of escrow funds, earn-out payments, post-closing adjustments or similar items), the Multiple of Money shall
be recalculated effective of such realization.
(vi)“**Non-Marketable
Securities**” means any equity securities which are not Marketable Securities.
(d)Any
portion of the Option that does not become vested in accordance with this Section 3 will be forfeited by the Participant and cease
to be outstanding without the delivery of any Shares or the payment of any other consideration therefor.
4.Term.
Subject to the provisions of the Plan and this Agreement, the Options, to the extent vested and exercisable, shall cease to be outstanding
immediately and all rights of the Participant hereunder shall thereupon terminate upon the earliest to occur of:
(a)the
tenth anniversary of the Date of Grant;
(b)six
months following the date of the Participant’s termination of employment with the Company and its Subsidiaries due to the Participant’s
death or Disability;
(c)the
date of the Participant’s termination of employment with the Company and its Subsidiaries for Cause; and
(d)90
days following the date of the Participant’s termination of employment with the Company and its Subsidiaries for any reason not
set forth in subsections (b) or (c) of this Section 4.
5.Exercise.
(a)The
Option shall be exercised when written notice of such exercise (the “Exercise Notice”), signed by the Participant,
has been delivered to the Company in accordance with the provisions of Section 5(f) hereof. The Exercise Notice shall state
that the Participant is electing to exercise the Option, shall specify the number of Shares purchasable under the Option which the Participant
then wishes to purchase (the “Purchased Shares”) and shall be accompanied by the items described in Section 5(b) hereof.
Delivery of the Exercise Notice shall constitute an irrevocable election to purchase the Shares specified in the Exercise Notice and the
date on which the Company receives said notice and documentation shall, subject to the provisions of Section 7, be the date as of
which the Shares so purchased shall be deemed to have been issued.
3
(b)The
Exercise Notice shall be accompanied by payment in full of the applicable exercise price (x) in cash or by check or wire transfer,
(y) by the delivery to the Company of a certificate or certificates representing Shares, duly endorsed or accompanied by a duly executed
stock power, which delivery transfers to the Company good and valid title to such Shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance (such Shares to be valued at the aggregate Fair Market Value thereof on the date of such exercise), or (z) in
the discretion of the Participant, by a reduction in the number of Purchased Shares to be issued upon such exercise having a Fair Market
Value on the date of exercise equal to the aggregate exercise price in respect of the Purchased Shares, provided that, in the case
of clause (y) or (z), the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement
to which the Company or any of its Affiliates is a party or pursuant to applicable law.
(c)Upon
receipt of the Exercise Notice and subject to Section 5(b) and Section 7 hereof, the Company shall take such action as
may be necessary under applicable law to effect the issuance to the Participant of the Purchased Shares.
(d)In
the event of the Participant’s death or Disability, the vested portion of the Option shall be exercisable by the Participant’s
executor, administrator or legal representative, or the person or persons to whom the Participant’s rights under this Agreement
shall pass by will or by the laws of descent and distribution as the case may be, as applicable (and the term “Participant”
shall be deemed to include such person or persons).
(e)The
Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares subject to the
Option until: (i) the Option shall have been exercised in accordance with the terms of this Agreement and the Participant shall have
paid the full purchase price for the number of Shares in respect of which the Option was exercised and any withholding taxes due and (ii) the
Participant shall have delivered the fully executed Stockholders’ Agreement to the Company. Upon the occurrence of all of the foregoing
events, the Participant shall have full ownership rights with respect to such Shares, subject to the provisions of the Stockholders’
Agreement.
(f) The
Exercise Notice shall be delivered to the Company and shall be deemed to have been given: (i) when delivered by hand (with written
confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested);
(iii) on the date sent by facsimile or e-mail; or (iv) on the third (3rd) day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid.
4
6.Withholding
Taxes. Whenever Shares are to be issued upon exercise of the Option, the Company shall have the right to require the Participant to
remit to the Company cash sufficient to satisfy all federal, state and local withholding tax obligations (the “Withholding Tax
Obligations”) prior to issuance of the Shares and the delivery of any certificate or certificates for such Shares. In the discretion
of the Committee, the Participant may satisfy such Withholding Tax Obligations by surrendering to the Company at the time of exercise
Shares (including Purchased Shares) having a Fair Market Value on the date of exercise equal to the minimum statutory Withholding Tax
Obligations (or such other rate that will not cause adverse accounting consequences for the Company or any of its Affiliates), provided, that, the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt agreement to which
the Company or any of its Affiliates is a party or pursuant to applicable law.
7.Securities
and Related Matters.
(a)The
Committee may require as a condition to the right to exercise the Option hereunder that the Company receive from the person exercising
the Option representations, warranties and agreements, at the time of any such exercise, to the effect that the Shares are being purchased
without any present intention to sell or otherwise distribute such Shares in violation of applicable federal securities laws and that
the Shares will not be disposed of in transactions which, in the opinion of counsel to the Company, would violate the registration provisions
of the Securities Act. The certificate issued to evidence such Shares shall bear appropriate legends summarizing such restrictions on
the disposition thereof.
(b)All
certificates for Shares or other securities of the Company delivered under the Plan pursuant to any Option or the exercise thereof shall
be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations
and other restrictions of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then
listed, and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
8.Restrictive
Covenants.
(a)Acknowledgement.
The Participant hereby acknowledges that (i) he or she is subject to all of the terms and conditions of the restrictive covenants
set forth in this Section 8 (the “Restrictive Covenants”), (ii) the Restrictive Covenants survive the termination
of the Participant’s employment with the Company and its Subsidiaries and the exercise or termination of the Option in accordance
with the terms thereof and (iii) the Company would not have made the grant of Options to the Participant in the absence of his or
her agreement to be subject to the Restrictive Covenants.
5
(b)Nondisclosure
of Confidential Information. During the course of the Participant’s employment with the Company, the Participant will have access
to certain Confidential Information. During his or her employment by the Company and thereafter, the Participant agrees to hold in confidence
and not access, disclose or use for his or her own benefit, other than such benefit as the Participant may derive as a member of the Company,
the Company’s Confidential Information. For purposes of this Agreement, “Confidential Information” means data
and information (i) relating to the business of the Company, regardless of whether the data or information constitutes a trade secret
under applicable law, (ii) disclosed to the Participant or of which the Participant became aware as a consequence of the Participant’s
employment with the Company, (iii) having value to the Company, (iv) not generally known to competitors of the Company, and
(v) which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route
books, personnel data, and similar information; provided, however, that such term shall not mean data or information (1) which has
been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by the Participant without
authorization from the Company, (2) which has been independently developed and disclosed by others, or (3) which has otherwise
entered the public domain through lawful means. In the event that the Participant becomes legally compelled to disclose any Confidential
Information, the Participant shall provide the Company with notice of such requirement within three (3) business days of learning
of such obligation (and in any event, prior to any disclosure) to allow the Company to seek a protective order or other remedy. The Participant
agrees to cooperate with the Company (at the Company’s expense) in seeking such protection for Confidential Information. The Participant
further agrees that any disclosure of Confidential Information pursuant to legal compulsion shall be only to the minimum extent necessary
to comply with the Participant’s legal obligation.
(c)Non-Solicitation
of Clients, Customers or Suppliers. The Participant agrees that while the Participant is employed with the Company or its Affiliates
and for a period equal to one (1) year following the date of a Participant’s (x) voluntary resignation or (y) termination
of employment by the Company for Cause, the Participant will not use trade secrets or proprietary information of the Company or any of
its Affiliates to solicit or divert, entice or otherwise take away any Person who is, at the time of such solicitation, a customer, vendor
or manufacturer of the Company and/or its Subsidiaries or who otherwise provides business, patronage or orders to the Company or its Subsidiaries.
(d)Non-Solicitation
of Employees. The Participant agrees that while the Participant is employed with the Company or its Affiliates and for a period equal
to two (2) years following the date of a Participant’s (x) voluntary resignation or (y) termination of employment
by the Company for Cause, the Participant shall not, directly or indirectly, whether on behalf of the Participant or of a Competing Business,
(i) solicit, recruit, induce, lure or attempt to hire away any individual who is an employee of the Company or any of its Subsidiaries
or Affiliates, (ii) solicit or encourage any employee of the Company or any of their Affiliates to terminate such individual’s
employment or breach any restrictive covenant between such employee and the Company or such Affiliate or (iii) hire or employ any
individual who is an employee of the Company or any of its Subsidiaries or Affiliates.
(e)Nondisparagement.
During the Participant’s employment with the Company and thereafter, neither the Participant nor the Company shall take any action
to disparage the Participant, on the one hand, or the Company or any of its Subsidiaries or Affiliates, on the other hand; provided that in no event shall this Section 8(e) prevent the Company or the Participant from making any critical remarks or similar
statements in the ordinary course of business during the Participant’s employment.
6
(f)Proprietary
Rights. The Participant hereby assigns to the Company or its designee all of the Participant’s interest in any and all inventions,
discoveries, improvements and patentable or copyrightable works initiated, conceived or made by the Participant, either alone or in conjunction
with others, during the Participant’s employment with the Company and related to the Company’s Business (the “Inventions”).
Whenever requested to do so by the Company and at the Company’s expense, the Participant shall execute any and all applications,
assignments or other instruments that the Company, in good faith, shall deem necessary to apply for and obtain trademarks, patents or
copyrights of the United States of America or any foreign country or otherwise protect the interests of the Company and its Affiliates
therein. These obligations shall continue beyond the termination of the Participant’s employment with the Company with respect to
inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Participant during the Participant’s
employment with the Company. Notwithstanding any other provision of this Agreement, to the extent that California Labor Code Section 2870
is applicable, Inventions do not include, and any provision in this Agreement requiring Participant to assign (or otherwise providing
for ownership by Company of) rights to an Invention does not apply to, any Invention that qualifies fully under the provisions of California
Labor Code Section 2870 (a copy of which is attached as Exhibit A).
(g)Return
of Company Property. Upon termination of the Participant’s employment for any reason or earlier, upon the Company’s request,
the Participant shall promptly return to the Company all Property (as defined herein) that has been entrusted or made available to the
Participant by the Company. For purposes of this Agreement, “Property” means all Confidential Information, records,
files, electronic storage media, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware
and software, equipment and other property of any kind or description prepared, used or possessed by the Participant during the Participant’s
employment with the Company (and any duplicates of any such property), in each case which relate to the Company or its Affiliates, or
the Company’s Business.
(h)Cooperation.
In the event of termination of the Participant’s employment, for whatever reason (other than death), the Participant agrees to cooperate
with the Company and its Affiliates (at the Company’s expense) and to be reasonably available to the Company and its Affiliates
for a reasonable period of time thereafter with respect to matters arising out of the Participant’s employment hereunder or any
other relationship with the Company and its affiliates, whether such matters are business-related, legal or otherwise. Any such cooperation
shall take into account any responsibilities to which the Participant is subject to a subsequent employer or otherwise.
7
(i)Remedies.
The Participant acknowledges and agrees that the restrictions contained in this Section 8 are reasonable, necessary, and impose no
greater restraint on the Participant than is necessary to protect what the Participant acknowledges to be the Company’s legitimate
business interests. The Participant agrees that, in the event of a breach of Section 8 of this Agreement, damages will not be an
adequate remedy and the Company will be entitled, *inter alia*, to injunctive relief to restrain any such breach, threatened or actual.
The Participant expressly waives any obligation by the Company to post a bond or other security as a condition to obtaining such injunctive
relief. Notwithstanding anything in this Agreement or the Plan to the contrary, and subject to the Company’s ability to obtain remedies
in equity, including, without limitation, specific performance, injunctive relief, a temporary restraining order, and/or a permanent injunction
in any court of competent jurisdiction, if the Board determines in good faith that the Participant has committed a breach of the Restrictive
Covenants, then the Board may immediately cause the Option to cease to vest or be exercisable.
9.Arbitration.
(a)The
Company and the Participant mutually consent to the resolution by final and binding arbitration of any and all disputes, controversies
or claims between them that are related in any way to the Plan, this Agreement or the Option (collectively, “Disputes”); provided, however, that nothing herein will require arbitration of any claim or charge which, by law, cannot be the subject
of a compulsory arbitration agreement. All Disputes will be resolved exclusively by arbitration administered by the Judicial Arbitration
and Mediation Services (“JAMS”) under the JAMS Comprehensive Arbitration Rules & Procedures then in effect
(the “JAMS Rules”).
(b)Any
arbitration proceeding brought under this Agreement will be conducted in Los Angeles, California or another mutually agreed upon location
before one arbitrator selected in accordance with the JAMS Rules. Each party to any Dispute will pay its own expenses, including attorneys’
fees. The arbitrator will be empowered to award either party any remedy at law or in equity that the party would otherwise have been entitled
to had the matter been litigated in a court of competent jurisdiction, including, but not limited to, general, special, and punitive damages,
injunctive relief, costs and attorney fees; provided, however, that the authority to award any remedy is subject to whatever limitations,
if any, exist in the applicable law on such remedies. The arbitrator will issue a decision or award in writing, stating the essential
findings of fact and conclusions of law.
(c)Any
judgment on or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator
may be entered, enforced or appealed from in any court of competent jurisdiction. Any arbitration proceedings, decision or award rendered
hereunder, and the validity, effect and interpretation of this arbitration provision, will be governed by the Federal Arbitration Act,
9 U.S.C. §1 et seq.
8
(d)It
is part of the essence of this Agreement that any Disputes hereunder will be resolved expeditiously and as confidentially as possible.
Accordingly, the Company and the Participant agree that all proceedings in any arbitration will be conducted under seal and kept strictly
confidential. In that regard, no party will use, disclose or permit the disclosure of any information, evidence or documents produced
by any other party in the arbitration proceedings or about the existence, contents or results of the proceedings except as may be required
by any legal process, as required in an action in aid of arbitration or for enforcement of or appeal from an arbitral award or as may
be permitted by the arbitrator for the preparation and conduct of the arbitration proceedings. Before making any disclosure permitted
by the preceding sentence, the party intending to make such disclosure will give the other party reasonable written notice of the intended
disclosure and afford such other party a reasonable opportunity to protect its interests.
10.Miscellaneous.
(a)Representations
and Warranties. The Company makes no representations or warranties as to the income, estate or other tax consequences to the Participant
of the grant or exercise of the Option or the sale or other disposition of the Shares acquired pursuant to the exercise thereof.
(b)Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
(c)Option
Subject to Plan and Stockholders’ Agreement. By entering into this Agreement, the Participant agrees and acknowledges that (i) the
Participant has received and read a copy of the Plan and the Stockholders’ Agreement, (ii) the Option is subject to the Plan,
as may be amended from time to time, and the terms and provisions of the Plan are hereby incorporated herein by reference, (iii) any
Shares issued upon exercise of the Option will be subject to the Stockholders’ Agreement, as may be amended from time to time and
(iv) to the extent not already executed, the Participant will, as a condition to the Participant’s receipt of the Option, execute
the Stockholders’ Agreement in the form attached as Exhibit B hereto.
(d)Entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written
and oral, with respect to such subject matter.
(e)Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
(f)Construction.
The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded
representation by legal counsel. Each and every provision of this Agreement will be construed as though both parties participated equally
in the drafting of the same, and any rule of construction that a document will be construed against the drafting party will not be
applicable to this Agreement.
9
(g)Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(h)Section 409A.
It is intended that the terms of this Agreement be exempt from or comply with Section 409A of the Code. If it is determined that
the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the
Code, the Committee shall take all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment
without materially impairing the Participant’s economic rights hereunder.
(i)Permitted
Disclosures. Pursuant to 18 U.S.C. §1833(b), the Participant will not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal,
State, or local government official, either directly or indirectly, or to the Participant’s attorney, and (B) solely for the
purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed
under seal in a lawsuit or other proceeding. If the Participant files a lawsuit for retaliation by the Company for reporting a suspected
violation of law, the Participant may disclose the trade secret to his or her attorney and use the trade secret information in the court
proceeding, if the Participant (1) files any document containing the trade secret under seal, and (2) does not disclose the
trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. §1833(b) or create
liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in any agreement the Participant
has with the Company will prohibit or restrict the Participant from making any voluntary disclosure of information or documents related
to any violation of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance
notice to the Company.
[Remainder of page is left blank intentionally]
10
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY
BOUND THEREBY, the parties hereto have executed and delivered this Agreement as of the year and date first above written.
REF TOPCO, INC.
By:
Name:
Title:
*[Signature Page to Stock Option Agreement]*
11
PARTICIPANT
[NAME]
*[Signature Page to Stock Option Agreement]*
12
**Exhibit A**
**California Labor Code Section 2870**
(a)Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using
the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b)To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
**Exhibit B**
**Stockholders’ Agreement**
---
## EXHIBIT 10.6
SEC source: [tm2513004d11_ex10-6.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-6.htm)
**Exhibit 10.6**
**REFORMATION INC.
RESTRICTED STOCK UNIT AGREEMENT**
This Restricted Stock Unit Agreement (this “Agreement”)
is made effective as of [·], 2025 (the “Date of Grant”), by and between Reformation Inc., a Delaware corporation
(the “Company”), and [·] (the “Participant”).
RECITALS
WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that it is in the best interests of the Company to grant the Restricted Stock Units (as
defined below) provided for herein to the Participant pursuant to the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged,
the parties hereto agree as follows:
1. Grant.
The Company hereby grants to the Participant, effective as of the Date of Grant, [·] restricted stock units, subject to all of the
terms and conditions of this Agreement (the “Restricted Stock Units”). Each Restricted Stock Unit represents the right
to receive one Share under the terms and conditions of this Agreement.
2.Vesting.
All of the Restricted Stock Units shall vest based on the Participant’s continued service with the Company or one of its Subsidiaries
during the three-year period immediately following the Date of Grant, with (i) one-third (1/3) of the Restricted Stock Units vesting
on the first anniversary of the Date of Grant (the “First Anniversary”) and (ii) the remaining two-thirds (2/3)
of the Restricted Stock Units vesting in equal quarterly installments on each of the eight (8) quarterly anniversaries of the Date
of Grant immediately following the First Anniversary; provided, that, all Restricted Stock Units that are outstanding and
unvested as of immediately prior to a Change in Control shall vest in full upon the occurrence of the Change in Control.
3.Termination
of Service.
(a)Prior
to Change in Control or IPO. Upon a termination of the Participant’s employment or service with the Company and its Subsidiaries
for any reason that occurs prior to (i) a Change in Control or (ii) an IPO, all of the Participant’s Restricted Stock
Units, whether vested or unvested, shall immediately be forfeited by the Participant and cease to be outstanding without the delivery
of any Shares or the payment of any other consideration therefor;
(b)On
or Following Change in Control or IPO. Upon a termination of the Participant’s employment or service with the Company and its
Subsidiaries for any reason that occurs on or following (i) a Change in Control or (ii) an IPO, (x) all Restricted Stock
Units that are outstanding and vested shall remain outstanding and be settled in accordance with Section 5 of this Agreement and
(y) all Restricted Stock Units that are outstanding and unvested as of such termination date shall immediately be forfeited by the
Participant and cease to be outstanding without the delivery of any Shares or the payment of any other consideration therefor; provided, however, that in the event of a termination of the Participant’s employment or service with the Company and its Subsidiaries
by the Company or any of its Subsidiaries for Cause, all of the Participant’s Restricted Stock Units, whether vested or unvested,
shall immediately be forfeited by the Participant and cease to be outstanding without the delivery of any Shares or the payment of any
other consideration therefor.
4.Definitions.
For purposes of this Agreement, the following terms have the meanings set forth below:
(i)“Affiliate”
shall have the meaning set forth in the Stockholders’ Agreement.
(ii)“Cause”
shall mean, as to each Participant (as determined by the Board in good faith): (i) the Participant’s commission or conviction
of, or guilty plea or plea of nolo contendere to, any felony or other crime involving moral turpitude or fraud; (ii) any act of theft
or embezzlement by the Participant against the Company or any of its Subsidiaries; (iii) any act or omission by the Participant constituting
willful and material breach of a fiduciary obligation or any gross malfeasance, gross negligence or gross misconduct by the Participant
relating to the business of the Company or any of its Subsidiaries; (iv) violation by the Participant of any material policy of the
Company or any of its Subsidiaries (including any sexual harassment policy) that has been provided or made available to the Participant
after notice and an opportunity to cure within 30 days after such notice, to the extent curable; (v) a material breach by the Participant
of any non-competition, non-solicitation or confidentiality agreement with the Company or any of its Subsidiaries; or (vi) the Participant’s
willful and continued failure to perform duties consistent with his or her positions as reasonably requested by the Board or such Participant’s
supervisor after notice and an opportunity to cure within 30 days after such notice, to the extent curable.
(iii)“Change
in Control” shall mean (i) the acquisition, directly or indirectly (whether by merger, consolidation, other business combination
or otherwise), by any group of Persons (within the meaning of the Exchange Act) or by any Person, of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of Shares as a result of which acquisition, or series of acquisitions, the Permira Stockholder
beneficially owns less than 50% of the issued and outstanding Shares, (ii) a sale, license, lease, or other disposition of all or
substantially all of the Company’s assets (including, the capital stock or assets of the Company’s Subsidiaries) or (iii) a
sale of stock by the Permira Stockholder that results in the Permira Stockholder owning less than 50% of the issued and outstanding Shares; provided, however, that a “Change in Control” shall not include a merger effected exclusively for the purpose
of changing the domicile of the Company or its Subsidiaries or creating a holding company structure or to implement any other organizational
structure.
(iv)“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.
(v)“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
2
(vi)“Fair
Market Value” shall have the meaning set forth in the Stockholders’ Agreement.
(vii)“IPO”
shall have the meaning set forth in the Stockholders’ Agreement.
(viii)“Lockup
Expiration Date” means the expiration date of any contractual transfer restriction or lockup provision relating to the Shares
that is put in place by any underwriter in connection with an IPO.
(ix)“Permira
Stockholder” shall have the meaning set forth in the Stockholders’ Agreement.
(x)“Person”
means any individual, firm, company, partnership, limited liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental body or other entity of any kind.
(xi)“Securities
Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.
(xii)“Shares”
shall mean the common stock of the Company, $.01 par value, and any and all securities of any kind whatsoever of the Company which may
be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation,
stock split, stock dividend or recapitalization of the Company or otherwise.
(xiii)“Stockholders’
Agreement” means the Stockholders’ Agreement dated as of August 26, 2019, by and among the Company, the Permira Stockholder
and the various stockholders party thereto, as the same may be amended from time to time.
(xiv)“Subsidiary”
means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar function at the time directly
or indirectly owned by such Person.
5.Settlement.
The applicable Shares relating to the vested Restricted Stock Units, if any, will be delivered to the Participant:
(a)If
a Change in Control occurs prior to an IPO, within thirty (30) days following the date of such Change in Control; or
(b)In
an IPO occurs prior to a Change in Control, (i) with respect to any Restricted Stock Units that were vested as of the date of such
IPO or become vested prior to the Lockup Expiration Date, the earlier of (x) within thirty (30) days following the Lockup Expiration
Date and (y) March 15 of the year following the year in which such IPO occurs or the year in which the Restricted Stock Units
vest, if later and (ii) with respect to any Restricted Stock Units that are unvested as of the date of such IPO and do not become
vested prior to the Lockup Expiration Date, within thirty (30) days following the date on which such Restricted Stock Units become vested
in accordance with Section 2 of this Agreement.
3
6.Forfeiture.
In the event that no Change in Control or IPO has occurred prior to the seventh (7th) anniversary of the Date of Grant (the
“Forfeiture Date”), all of the Participant’s Restricted Stock Units, whether vested or unvested, shall be forfeited
by the Participant upon the Forfeiture Date and cease to be outstanding without the delivery of any Shares or the payment of any other
consideration therefor. Further, if the Participant breaches any of the Participant’s obligations to the Company under any agreement
between the Participant and the Company or any of its Subsidiaries that contains restrictive covenants, all of the Participant’s
Restricted Stock Units, whether vested or unvested, shall immediately be forfeited by the Participant and cease to be outstanding without
the delivery of any Shares or the payment of any other consideration therefor.
7.Stockholder
Rights. The Participant shall have no rights of a stockholder (including the right to distributions or dividends) until Shares are
delivered to the Participant pursuant to Section 5 hereof.
8.Withholding
Taxes. Whenever Shares are to be issued in settlement of the Restricted Stock Units, the Company shall have the right to require the
Participant to remit to the Company cash sufficient to satisfy all federal, state and local withholding tax obligations (the “Withholding
Tax Obligations”) prior to issuance of the Shares and the delivery of any certificate or certificates for such Shares. In the
discretion of the Board, the Participant may satisfy such Withholding Tax Obligations by surrendering to the Company (or authorizing the
Company to withhold) at the time of settlement Shares having a Fair Market Value on the date of settlement equal to the minimum statutory
Withholding Tax Obligations (or such other rate that will not cause adverse accounting consequences for the Company or any of its Affiliates), provided, that, the Company is not then prohibited from purchasing or acquiring such Shares pursuant to any loan or debt
agreement to which the Company or any of its Affiliates is a party or pursuant to applicable law.
9.Securities
and Related Matters.
(a)The
Board may require as a condition to the right to receive Shares in settlement of the Restricted Stock Units hereunder that the Company
receive from the Participant representations, warranties and agreements, at the time of any such settlement, to the effect that the Shares
are being delivered without any present intention to sell or otherwise distribute such Shares in violation of applicable federal securities
laws and that the Shares will not be disposed of in transactions which, in the opinion of counsel to the Company, would violate the registration
provisions of the Securities Act. The certificate issued to evidence such Shares shall bear appropriate legends summarizing such restrictions
on the disposition thereof.
(b)All
certificates for Shares or other securities of the Company delivered pursuant to the Restricted Stock Units shall be subject to such stop
transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other restrictions of the Securities
and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or
state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to
such restrictions.
4
10.Arbitration.
The arbitration provisions set forth in the Employment Letter shall apply with respect to any disputes related to or arising from this
Agreement or the Restricted Stock Units.
11.Miscellaneous.
(a)Administration.
This Agreement and the Restricted Stock Units granted hereunder shall be administered by the Board. All designations, determinations,
interpretations and other decisions under or with respect to the Restricted Stock Units shall be within the sole discretion of the Board,
may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company or any Subsidiary and the
Participant.
(b)Powers.
Subject to applicable law, the Board shall have full power and authority to: (i) interpret and administer this Agreement and the
terms of the Restricted Stock Units; (ii) establish, amend, suspend, or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of this Agreement; and (iii) make any other determination and take any
other action that the Board deems necessary or desirable for the administration of this Agreement. In the exercise of its discretion,
the Board is under no obligation to make uniform determinations and/or interpretations as to any issue relating to the Participant relative
to any other Person. No member of the Board, nor any Person to whom ministerial duties have been delegated, shall be personally liable
for any action, interpretation or determination made with respect to this Agreement or the Restricted Stock Units, and each member of
the Board shall be fully indemnified, held harmless and protected by the Company with respect to any liability he or she may incur with
respect to any such action, interpretation or determination made in good faith, to the extent permitted by applicable law and, in addition,
to the extent provided in the Company’s certificate of incorporation and by-laws, as amended from time to time, or under any agreement
between any such member and the Company. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Board and shall be in addition to all other rights to which such member of the Board would be
entitled to as a matter of law, contract or otherwise. The acts by members holding a majority of the votes held by members of the Board
present at any meeting shall be the acts of the Board.
(c)Adjustments.
In the event that the Board shall determine that any change in corporate capitalization, such as a stock split, a reverse stock split,
an extraordinary dividend or other distribution of Shares, or a corporate transaction, such as a spin-off, recapitalization, merger, consolidation,
reorganization, combination, reclassification, or partial or complete liquidation of the Company or other similar corporate transaction
or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Agreement, then the Board shall, in such manner as it may deem necessary to prevent
dilution or enlargement of the benefits or potential benefits intended to be made under this Agreement, proportionally adjust any or all
of (i) the number and type of shares of stock or other securities or other equity interests subject to outstanding Restricted Stock
Units, and (ii) if deemed appropriate, make provision for a cash payment to the Participant in respect of outstanding Restricted
Stock Units in exchange for cancellation of such Restricted Stock Units or provide for the cancellation of outstanding Restricted Stock
Units without payment (in cash or otherwise) in respect thereof.
5
(d)Amendments.
This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the
Board, but no amendment without the approval of the stockholders of the Company shall be made if such amendment would be required under
any law or rule of any governmental authority, stock exchange or other self-regulatory organization to which the Company may then
be subject. The Board may correct any defect, supply any omission or reconcile any inconsistency in this Agreement in the manner and to
the extent it shall deem desirable to carry this Agreement into effect. None of the amendment, suspension or termination of this Agreement
shall, without the consent of the Participant, adversely alter or impair any rights or obligations of the Participant under this Agreement.
(e)No
Right to Employment. The grant of the Restricted Stock Units shall not be construed as giving a Participant the right to be retained
in the employ of the Company or any Subsidiary. Further, the Company or a Subsidiary, as applicable, may at any time dismiss a Participant
from employment, free from any liability or any claim under this Agreement.
(f)Representations
and Warranties. The Company makes no representations or warranties as to the income, estate or other tax consequences to the Participant
of the grant or settlement of the Restricted Stock Units or the sale or other disposition of the Shares acquired pursuant to the settlement
thereof.
(g)Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
(h)Restricted
Stock Units Subject to Stockholders’ Agreement. By entering into this Agreement, the Participant agrees and acknowledges that
(i) the Participant has received and read a copy of the Stockholders’ Agreement, (ii) any Shares issued upon settlement
of the Restricted Stock Units will be subject to the Stockholders’ Agreement, as may be amended from time to time and (iii) to
the extent not already executed, the Participant will, as a condition to the Participant’s receipt of the Restricted Stock Units,
execute the Stockholders’ Agreement in the form attached as Exhibit A hereto.
(i)Entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written
and oral, with respect to such subject matter. This Agreement may not be amended in a way that adversely alters or impairs the Participant’s
rights or obligations hereunder without the written consent of the Participant.
(j)Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
6
(k)Construction.
The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded
representation by legal counsel. Each and every provision of this Agreement will be construed as though both parties participated equally
in the drafting of the same, and any rule of construction that a document will be construed against the drafting party will not be
applicable to this Agreement.
(l)Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(m)Section 409A.
It is intended that the terms of this Agreement be exempt from or comply with Section 409A of the Code. If it is determined that
the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the
Code, the Company shall take all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without
materially impairing the Participant’s economic rights hereunder. The Company makes no representation that any or all of the payments
described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A
of the Code from applying to any such payment.
[Remainder of page is left blank intentionally]
7
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY
BOUND THEREBY, the parties hereto have executed and delivered this Agreement as of the year and date first above written.
REFORMATION INC.
By:
Name:
Title:
*[Signature Page to Restricted Stock Unit
Agreement]*
8
**PARTICIPANT**
[·]
*[Signature Page to Restricted Stock Unit
Agreement]*
9
---
## EXHIBIT 10.7
SEC source: [tm2513004d11_ex10-7.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-7.htm)
**Exhibit 10.7**
**REFORMATION INC.**
**RESTRICTED STOCK UNIT AGREEMENT**
This Restricted Stock Unit
Agreement (this "Agreement") is made effective as of [*DATE*] (the "Date of Grant"), by and between
Reformation Inc., a Delaware corporation (the "Company"), and [*PARTICIPANT*] (the "Participant").
RECITALS
WHEREAS, the Board of Directors
of the Company (the "Board") has determined that it is in the best interests of the Company to grant the Restricted Stock
Units (as defined below) provided for herein to the Participant pursuant to the terms set forth herein.
NOW, THEREFORE, in consideration
of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby
acknowledged, the parties hereto agree as follows:
1.Grant.
The Company hereby grants to the Participant, effective as of the Date of Grant, [*NUMBER*] restricted stock units, subject to all
of the terms and conditions of this Agreement (the "Restricted Stock Units"). Each Restricted Stock Unit represents the
right to receive one Share under the terms and conditions of this Agreement.
2.Vesting.
Subject to the Participant's continued service with the Company or one of its Subsidiaries 100% of the Restricted Stock Units shall vest
on the first anniversary of the Start Date (as defined in the Participant's Board of Director Appointment Letter with the Company, dated
as [*DATE*]); provided, that, all Restricted Stock Units that are outstanding and unvested as of immediately prior to a Change in
Control shall vest in full upon the occurrence of the Change in Control.
3.Termination
of Service. Upon a termination of the Participant's service with the Company and its Subsidiaries for any reason, all Restricted Stock
Units that are outstanding and unvested as of such termination date shall immediately be forfeited by the Participant and cease to be
outstanding without the delivery of any Shares or the payment of any other consideration therefor; provided, however, that in the event
of a termination of the Participant's service with the Company and its Subsidiaries by the Company or any of its Subsidiaries for Cause,
all of the Participant's Restricted Stock Units, whether vested or unvested, shall immediately be forfeited by the Participant and cease
to be outstanding without the delivery of any Shares or the payment of any other consideration therefor.
4.Definitions.
For purposes of this Agreement, the following terms have the meanings set forth below:
(i)"Affiliate"
shall have the meaning set forth in the Stockholders' Agreement.
(ii)"Cause"
shall mean, as to each Participant (as determined by the Board in good faith): (i) the Participant's commission or conviction of,
or guilty plea or plea of nolo contendere to, any felony or other crime involving moral turpitude or fraud; (ii) any act of theft
or embezzlement by the Participant against the Company or any of its Subsidiaries; (iii) any act or omission by the Participant constituting
willful and material breach of a fiduciary obligation or any gross malfeasance, gross negligence or gross misconduct by the Participant
relating to the business of the Company or any of its Subsidiaries; or (iv) the Participant's willful and continued failure to perform
duties consistent with his or her positions as reasonably requested by the Board after notice and an opportunity to cure within 30 days
after such notice, to the extent curable.
(iii)"Change
in Control" shall mean (A) the acquisition, directly or indirectly (whether by merger, consolidation, other business combination
or otherwise), by any group of Persons (within the meaning of the Exchange Act) or by any Person, of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of more than 50% of the Shares or (B) a sale or other disposition of all or substantially
all of the Company's assets (including, the capital stock or assets of the Company's Subsidiaries); provided, however, that a "Change
in Control" shall not include (i) a merger effected exclusively for the purpose of changing the domicile of the Company or its
Subsidiaries or creating a holding company structure or to implement any other organizational structure or (ii) an IPO.
(iv)"Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time.
(v)"Fair
Market Value" shall have the meaning set forth in the Stockholders' Agreement.
(vi)"IPO"
shall have the meaning set forth in the Stockholders' Agreement.
(vii)"Permira
Stockholder" shall have the meaning set forth in the Stockholders' Agreement.
(viii)"Person"
means any individual, firm, company, partnership, limited liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, governmental body or other entity of any kind.
(ix)"Securities
Act" means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.
(x)"Shares"
shall mean the common stock of the Company, $.01 par value, and any and all securities of any kind whatsoever of the Company which may
be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation,
stock split, stock dividend or recapitalization of the Company or otherwise.
(xi)"Stockholders'
Agreement" means the Stockholders' Agreement dated as of August 26, 2019, by and among the Company, the Permira Stockholder
and the various stockholders party thereto, as the same may be amended from time to time.
2
(xii)"Subsidiary"
means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or other persons performing similar function at the time directly
or indirectly owned by such Person.
5.Settlement.
The applicable Shares relating to the vested Restricted Stock Units, if any, will be delivered to the Participant:
(a)If
a Change in Control occurs prior to an IPO, within thirty (30) days following the date of such Change in Control; or
(b)In
an IPO occurs prior to a Change in Control, (i) with respect to any Restricted Stock Units that were vested as of the date of such
IPO or become vested prior to the Lockup Expiration Date, the earlier of (x) within thirty (30) days following the Lockup Expiration
Date and (y) March 15 of the year following the year in which such IPO occurs or the year in which the Restricted Stock Units
vest, if later and (ii) with respect to any Restricted Stock Units that are unvested as of the date of such IPO and do not become
vested prior to the Lockup Expiration Date, within thirty (30) days following the date on which such Restricted Stock Units become vested
in accordance with Section 2 of this Agreement.
6.Forfeiture.
In the event that no Change in Control or IPO has occurred prior to the seventh (7th) anniversary of the Date of Grant (the "Forfeiture
Date"), all of the Participant's Restricted Stock Units, whether vested or unvested, shall be forfeited by the Participant upon
the Forfeiture Date and cease to be outstanding without the delivery of any Shares or the payment of any other consideration therefor.
Further, if the Participant breaches any of the Participant's obligations to the Company under any agreement between the Participant and
the Company or any of its Subsidiaries that contains restrictive covenants, all of the Participant's Restricted Stock Units, whether vested
or unvested, shall immediately be forfeited by the Participant and cease to be outstanding without the delivery of any Shares or the payment
of any other consideration therefor.
7.Stockholder
Rights. The Participant shall have no rights of a stockholder (including the right to distributions or dividends) until Shares are
delivered to the Participant pursuant to Section 5 hereof.
8.Taxes
Matters. The Participant acknowledges and agrees that the Participant (and not the Company) shall be responsible for any tax liability
that may arise as a result of payment of the Restricted Stock Units. The Company shall not be required to withhold any amounts in respect
of any such taxes.
9.Securities
and Related Matters.
(a)The
Board may require as a condition to the right to receive Shares in settlement of the Restricted Stock Units hereunder that the Company
receive from the Participant representations, warranties and agreements, at the time of any such settlement, to the effect that the Shares
are being delivered without any present intention to sell or otherwise distribute such Shares in violation of applicable federal securities
laws and that the Shares will not be disposed of in transactions which, in the opinion of counsel to the Company, would violate the registration
provisions of the Securities Act. The certificate issued to evidence such Shares shall bear appropriate legends summarizing such restrictions
on the disposition thereof.
3
(b)All
certificates for Shares or other securities of the Company delivered pursuant to the Restricted Stock Units shall be subject to such stop
transfer orders and other restrictions as the Board may deem advisable under the rules, regulations and other restrictions of the Securities
and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable federal or
state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to
such restrictions.
10.Miscellaneous.
(a)Administration.
This Agreement and the Restricted Stock Units granted hereunder shall be administered by the Board. All designations, determinations,
interpretations and other decisions under or with respect to the Restricted Stock Units shall be within the sole discretion of the Board,
may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company or any Subsidiary and the
Participant.
(b)Powers.
Subject to applicable law, the Board shall have full power and authority to: (i) interpret and administer this Agreement and the
terms of the Restricted Stock Units; (ii) establish, amend, suspend, or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of this Agreement; and (iii) make any other determination and take any
other action that the Board deems necessary or desirable for the administration of this Agreement. In the exercise of its discretion,
the Board is under no obligation to make uniform determinations and/or interpretations as to any issue relating to the Participant relative
to any other Person. No member of the Board, nor any Person to whom ministerial duties have been delegated, shall be personally liable
for any action, interpretation or determination made with respect to this Agreement or the Restricted Stock Units, and each member of
the Board shall be fully indemnified, held harmless and protected by the Company with respect to any liability he or she may incur with
respect to any such action, interpretation or determination made in good faith, to the extent permitted by applicable law and, in addition,
to the extent provided in the Company's certificate of incorporation and by-laws, as amended from time to time, or under any agreement
between any such member and the Company. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each such member of the Board and shall be in addition to all other rights to which such member of the Board would be
entitled to as a matter of law, contract or otherwise. The acts by members holding a majority of the votes held by members of the Board
present at any meeting shall be the acts of the Board.
(c)Adjustments.
In the event that the Board shall determine that any change in corporate capitalization, such as a stock split, a reverse stock split,
an extraordinary dividend or other distribution of Shares, or a corporate transaction, such as a spin-off, recapitalization, merger, consolidation,
reorganization, combination, reclassification, or partial or complete liquidation of the Company or other similar corporate transaction
or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Agreement, then the Board shall, in such manner as it may deem necessary to prevent
dilution or enlargement of the benefits or potential benefits intended to be made under this Agreement, proportionally adjust any or all
of (i) the number and type of shares of stock or other securities or other equity interests subject to outstanding Restricted Stock
Units, and (ii) if deemed appropriate, make provision for a cash payment to the Participant in respect of outstanding Restricted
Stock Units in exchange for cancellation of such Restricted Stock Units or provide for the cancellation of outstanding Restricted Stock
Units without payment (in cash or otherwise) in respect thereof.
4
(d)Amendments.
This Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the
Board, but no amendment without the approval of the stockholders of the Company shall be made if such amendment would be required under
any law or rule of any governmental authority, stock exchange or other self-regulatory organization to which the Company may then
be subject. The Board may correct any defect, supply any omission or reconcile any inconsistency in this Agreement in the manner and to
the extent it shall deem desirable to carry this Agreement into effect. None of the amendment, suspension or termination of this Agreement
shall, without the consent of the Participant, adversely alter or impair any rights or obligations of the Participant under this Agreement.
(e)No
Right to Service. The grant of the Restricted Stock Units shall not be construed as giving a Participant the right to be retained
in the service of the Company or any Subsidiary. Further, the Company or a Subsidiary, as applicable, may at any time dismiss a Participant
from service, free from any liability or any claim under this Agreement.
(f)Representations
and Warranties. The Company makes no representations or warranties as to the income, estate or other tax consequences to the Participant
of the grant or settlement of the Restricted Stock Units or the sale or other disposition of the Shares acquired pursuant to the settlement
thereof.
(g)Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).
(h)Restricted
Stock Units Subject to Stockholders' Agreement. By entering into this Agreement, the Participant agrees and acknowledges that (i) the
Participant has received and read a copy of the Stockholders' Agreement, (ii) any Shares issued upon settlement of the Restricted
Stock Units will be subject to the Stockholders' Agreement, as may be amended from time to time and (iii) to the extent not already
executed, the Participant will, as a condition to the Participant's receipt of the Restricted Stock Units, execute the Stockholders' Agreement
in the form attached as Exhibit A hereto.
(i)Entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written
and oral, with respect to such subject matter. This Agreement may not be amended in away that adversely alters or impairs the Participant's
rights or obligations hereunder without the written consent of the Participant.
(j)Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
5
(k)Construction.
The parties acknowledge that this Agreement is the result of arm's-length negotiations between sophisticated parties, each afforded representation
by legal counsel. Each and every provision of this Agreement will be construed as though both parties participated equally in the drafting
of the same, and any rule of construction that a document will be construed against the drafting party will not be applicable to
this Agreement.
(l)Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(m)Section 409A.
It is intended that the terms of this Agreement be exempt from or comply with Section 409A of the Code. If it is determined that
the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the
Code, the Company shall take all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without
materially impairing the Participant's economic rights hereunder. The Company makes no representation that any or all of the payments
described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A
of the Code from applying to any such payment.
[Remainder of page is left blank intentionally]
6
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties
hereto have executed and delivered this Agreement as of the year and date first above written.
REFORMATION INC.
By:
Name:
Title:
*[Signature Page to Director Restricted
Stock Unit Agreement]*
PARTICIPANT
[*NAME*]
*[Signature Page to Director Restricted
Stock Unit Agreement]*
**Exhibit A**
**Stockholders' Agreement**
---
## EXHIBIT 10.8
SEC source: [tm2513004d11_ex10-8.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-8.htm)
**Exhibit 10.8**
**Reformation, Inc.****2026 OMNIBUS INCENTIVE PLAN**
**Section 1.** **Purpose
of Plan.**
The name of the Plan is the Reformation, Inc.
2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee
directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and
success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its
Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated
persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes,
the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses,
Other Stock-Based Awards, Cash Awards or any combination of the foregoing.
**Section 2.** **Definitions.**
For purposes of the Plan, the following terms shall
be defined as set forth below:
(a)“Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee, which shall administer the Plan in accordance
with Section 3 hereof.
(b)“Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.
(c)“Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus, Other Stock-Based Award or Cash Award
granted under the Plan.
(d)“Award
Agreement” means any written or electronic agreement, contract or other instrument or document evidencing an Award, including
through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine,
consistent with the Plan. Each Participant who is granted an Award shall enter into an Award Agreement with the Company containing such
terms and conditions as the Administrator shall determine in its sole discretion.
(e)“Base
Price” has the meaning set forth in Section 8(b) hereof.
(f)“Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.
(g)“Board”
means the Board of Directors of the Company.
(h)“Cash
Award” means an Award granted pursuant to Section 12 hereof.
(i)“Cause”
means (a) if the Participant is a party to an employment agreement or offer letter with the Company or one of its Subsidiaries in
which “Cause” is defined, the occurrence of any circumstances defined as “Cause” in such employment agreement
or offer letter, or (b) if the Participant is not a party to an employment agreement or offer letter with any member of the Group
in which “Cause” is defined, (i) an act of fraud or material dishonesty made by the Participant in connection with the
Participant’s responsibilities as an employee or service provider, (ii) the Participant’s conviction of, or plea of nolo
contendere to, a felony or any crime involving fraud or embezzlement, (iii) the Participant’s gross misconduct, (iv) the
Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to
whom the Participant owes an obligation of nondisclosure as a result of the Participant’s relationship with the Company, (v) the
Participant’s willful breach of any obligations under any written agreement or covenant with the Company, (vi) the Participant’s
failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees,
if the Company has requested the Participant’s cooperation, or (vii) the Participant’s continued failure to perform the
Participant’s employment or service duties after the Participant has received a written demand of performance from the Company which
specifically sets forth the factual basis for the Company’s belief that the Participant has not substantially performed his or her
duties and has failed to cure such non-performance to the Company’s satisfaction within 30 days after receiving such notice.
(j)“Certificate
of Incorporation” means the certificate of incorporation of the Company, as may be amended, modified or supplemented from time
to time.
(k)“Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase
or other reorganization or corporate transaction or event; (ii) special or extraordinary dividend or other extraordinary distribution
(whether in the form of cash, Common Stock, or other property), stock split, reverse stock split, subdivision or consolidation; (iii) combination
or exchange of shares; or (iv) other change in corporate structure, which, in any such case, the Administrator determines, in its
sole discretion, affects the Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate.
(l)“Change
in Control” means an event set forth in any one of the following paragraphs shall have occurred:
(1) any
Person (or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of
the Exchange Act), excluding the Principal Stockholder, is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a transaction described in clause (I) of paragraph (3) below;
(2) the
following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals
who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders
was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on
the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;
2
(3) there
is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity,
other than (I) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any Subsidiary, more than fifty percent (50%) of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) immediately
following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors
of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation
is then a subsidiary, the ultimate parent thereof, or (II) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or
(4) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting
power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially
the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially
all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute
at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary,
the ultimate parent thereof.
Notwithstanding
the foregoing, (i) a Change in Control shall not be deemed to have occurred as a result of any transaction or series of integrated
transactions following which the Principal Stockholder possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of the Company (or any successor thereto), whether through the ownership of voting securities, as trustee
or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the
power to elect a majority of the Board or the board of directors or similar body governing the affairs of any successor to the Company
and (ii) for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to
avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred
under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership
of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.
3
(m)“Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
(n)“Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning
of Rule 16b-3 and (ii) any other qualifications required by the applicable stock exchange on which the Common Stock is traded.
If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan
shall be exercised by the Committee
(o)“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.
(p)“Company”
means Reformation, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the
definition of “Change in Control” above).
(q)“Disability”
means (a) if the Participant is a party to an employment agreement or offer letter with the Company or one of its Subsidiaries in
which “Disability” is defined, the occurrence of any circumstances defined as “Disability” in such employment
agreement or offer letter, or (b) if the Participant is not a party to an employment agreement or offer letter with any member of
the Group in which “Disability” is defined, “Disability” means that the Participant, as determined by the Administrator
in its sole discretion, is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve
(12) months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof.
(r)“Effective
Date” has the meaning set forth in Section 20 hereof.
(s)“Eligible
Recipient” means an officer, employee, non-employee director, independent contractor or consultant of the Company or any Affiliate
of the Company who has been selected as an eligible participant by the Administrator; provided, however, that to the extent
required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or
a Stock Appreciation Right means an employee, non-employee director, independent contractor or consultant of the Company or any Affiliate
of the Company with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A
of the Code.
4
(t)“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.
(u)“Exercise
Price” means, with respect to any Option, the per share price at which a holder of such Option may purchase the Shares issuable
upon the exercise of such Option.
(v)“Fair
Market Value” of Common Stock or another security as of a particular date shall mean the fair market value as determined by
the Administrator in its sole discretion; provided, however, that except as otherwise determined by the Administrator, (i) if
the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be
the closing sale price reported on the last preceding trading day on which there was a sale of such share of Common Stock or other security
on such exchange, or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value
on any date shall be the average of the closing bid and asked prices for such share of Common Stock or other security in such over-the-counter
market for the last preceding date on which there was a sale of such share of Common Stock or other security in such market, or (iii) for
purposes of any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public as set forth in
the final prospectus included within the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission
for the initial public offering of the Common Stock;.
(w)“Free
Standing Right” has the meaning set forth in Section 8(a) hereof.
(x)“Group”
means the Company and the Company’s direct and indirect wholly-owned subsidiaries.
(y)“Group
Company” shall mean any member of the Group.
(z)“ISO”
means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the
Code.
(aa)“Nonqualified
Stock Option” means an Option that is not designated as an ISO.
(bb)“Option”
means an option to purchase Shares granted pursuant to Section 7 hereof. The term “Option” as used in the Plan includes
the terms “Nonqualified Stock Option” and “ISO.”
(cc)“Other
Stock-Based Award” means an Award granted pursuant to Section 10 hereof.
(dd)“Participant”
means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
hereof, to receive grants of Awards, and, upon such Eligible Recipient’s death, such Eligible Recipient’s successors, heirs,
executors and administrators, as the case may be.
(ee)“Performance
Goals” means performance goals based on criteria selected by the Administrator in its sole discretion The Administrator shall
have the authority to make equitable adjustments to the Performance Goals as may be determined by the Administrator, in its sole discretion.
5
(ff)“Person”
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.
(gg)“Plan”
means this Reformation, Inc. 2026 Omnibus Incentive Plan, as may be amended and/or restated from time to time.
(hh)“Principal
Stockholder” means Permira Advisers LLC, together with any of its Affiliates.
(ii)“Registration
Date” means the effective date of the first registration statement that is filed by the Company and declared effective pursuant
to Section 12(b) of the Exchange Act, with respect to any class of the Company’s securities.
(jj)“Related
Right” has the meaning set forth in Section 8(a) hereof.
(kk)“Restricted
Stock” means Shares granted pursuant to Section 9 hereof subject to certain restrictions that lapse at the end of a specified
period or periods.
(ll)“Restricted
Stock Unit” means the right, granted pursuant to Section 9 hereof, to receive an amount in cash or Shares (or any combination
thereof) equal to the Fair Market Value of a Share subject to certain restrictions that lapse at the end of a specified period or periods.
(mm)“Rule 16b-3”
has the meaning set forth in Section 3(a) hereof.
(nn)“Shares”
means shares of Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a
merger, consolidation or other reorganization) security.
(oo)“Stock
Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section 8
hereof.
(pp)“Stock
Bonus” means a bonus payable in fully vested Shares granted pursuant to Section 11 hereof.
(qq)“Subsidiary”
means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls,
directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member
or similar interest of such other Person.
(rr)“Transfer”
has the meaning set forth in Section 18 hereof.
6
**Section 3.** **Administration.**
(a)The
Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Rule 16b-3 under
the Exchange Act (“Rule 16b-3”), to the extent applicable.
(b)Pursuant
to the terms of the Plan, the Administrator, subject, in the case of the Committee, to any restrictions on the authority delegated to
it by the Board, shall have the power and authority, without limitation:
(1) to
select those Eligible Recipients who shall be Participants;
(2) to
determine whether and to what extent Awards are to be granted hereunder to Participants;
(3) to
determine the number of Shares to be covered by each Award granted hereunder;
(4) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited
to, (i) the restrictions applicable to Awards and the conditions under which restrictions applicable to such Awards shall lapse,
(ii) the Performance Goals and periods applicable to Awards, (iii) the Exercise Price of each Option and the Base Price of each
Stock Appreciation Right, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount of cash or
other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable),
any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such
Awards and accelerating or waiving the vesting schedule or other conditions of such Awards);
(5) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Awards;
(6) to
determine the Fair Market Value in accordance with the terms of the Plan;
(7) to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the
Participant’s employment or service for purposes of Awards granted under the Plan;
(8) to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;
(9) to
prescribe, amend and rescind rules and regulations relating to sub-plans or addendums established for the purpose of satisfying applicable
foreign laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth
in an appendix or appendices to the Plan or the applicable Award Agreement; and
(10) to
construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto),
and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under
the Plan or necessary and advisable in the administration of the Plan.
7
(c)Notwithstanding
the foregoing, but subject to Section 5 hereof, the Company may not, without first obtaining the approval of the Company’s
stockholders, (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the Exercise Price or Base Price,
as applicable, of such Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange
for Options or Stock Appreciation Rights with an Exercise Price or Base Price, as applicable, that is less than the Exercise Price or
Base Price of the original Options or Stock Appreciation Rights or (iii) cancel outstanding Options or Stock Appreciation Rights
with an Exercise Price or Base Price, as applicable, that is above the current per share stock price, in exchange for cash, property or
other securities.
(d)All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including
the Company and the Participants. The provisions and administration of each Award need not be the same with respect to each Participant.
No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the
Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any
Subsidiary thereof acting on their behalf shall, consistent with the Certificate of Incorporation and to the maximum extent permitted
by applicable law (as it now exists or may hereafter be amended), be fully indemnified and protected by the Company in respect of any
such action, omission, determination or interpretation.
(e)The
Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not
limited to, its authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan to any Participant who
is subject to reporting under Section 16 of the Exchange Act) to one or more officers of the Company, subject to the requirements
of applicable law or any stock exchange on which the Shares are traded.
**Section 4.** **Shares
Reserved for Issuance; Certain Limitations**
(a)Subject
to adjustment as provided in Section 5 hereof, the maximum number of 5,316,858 shares of Common Stock reserved for issuance under
the Plan shall be the sum of (i) Shares and (ii) an annual increase on the first day of each fiscal year during the term of
the Plan, beginning in calendar year 2026, and ending in calendar year 2035, equal to the lesser of (x) 5% of the aggregate number
of shares of Common Stock issued and outstanding on the final day of the immediately preceding fiscal year and (y) such number of
shares of Common Stock as may be determined by the Administrator. All the Shares reserved for issuance under the Plan pursuant to this
Section 4(a) as of the Effective Date (subject to adjustment as provided in Section 5 hereof) may be granted as ISOs.
(b)Shares
issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired
by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged
or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares with respect
to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available
for Awards under the Plan unless such forfeiture, cancellation, exchange, surrender, termination or expiration occurs following the tenth
(10th) anniversary of the Effective Date and such Shares were originally reserved for issuance under the Plan pursuant to Section 4(a)(ii).
Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with the exercise of any
Option or Stock Appreciation Right under the Plan or the payment of any purchase price with respect to any other Award under the Plan,
as well as any Shares exchanged by a Participant or withheld by the Company or any Subsidiary to satisfy the tax withholding obligations
related to any Award under the Plan, shall again be available for subsequent Awards under the Plan, provided, however, that no Shares
shall again be available for subsequent Awards under the Plan if (x) such Shares were originally reserved for issuance under the
Plan pursuant to Section 4(a)(ii) and exchanged by a Participant or withheld by the Company following the tenth (10th ) anniversary
of the Effective Date or (y) such Shares were reacquired by the Company in the open market following the tenth (10th ) anniversary
of the Effective Date. In addition, (i) to the extent an Award is denominated in Shares, but paid or settled in cash, the number
of Shares with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to the Plan
and (ii) Shares underlying Awards that can only be settled in cash shall not be counted against the aggregate number of Shares available
for Awards under the Plan.
8
**Section 5.** **Equitable
Adjustments.**
(a)In
the event of any Change in Capitalization (including a Change in Control), an equitable substitution or proportionate adjustment shall
be made, in each case, in the manner determined by the Administrator, in its sole discretion, in (i) the aggregate number of Shares
reserved for issuance under the Plan pursuant to Section 4(a) hereof, (ii) the kind and number of securities subject to,
and the Exercise Price or Base Price of, any outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the
kind, number and purchase price of Shares, or the amount of cash or amount or type of other property, subject to outstanding Restricted
Stock, Restricted Stock Units, Stock Bonuses and Other Stock-Based Awards granted under the Plan or (iv) the Performance Goals and
performance periods applicable to any Awards granted under the Plan; provided, however, that any fractional shares resulting
from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made in the manner determined by the
Administrator, in its sole discretion.
(b)Without
limiting the generality of the foregoing, in connection with a Change in Capitalization (including a Change in Control), the Administrator
may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation
of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market
Value of the Shares, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof, if any; provided, however, that if the Exercise Price or Base Price of any outstanding Award is equal to or greater than the Fair
Market Value of the Shares, cash or other property covered by such Award, the Administrator may cancel such Award without the payment
of any consideration to the Participant.
9
(c)The
determinations made by the Administrator pursuant to this Section 5 shall be final, binding and conclusive.
**Section 6.** **Eligibility.**
The Participants under the Plan shall be selected
from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.
**Section 7.** **Options.**
(a)General.
Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as
the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price
of the Option, the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended to be
an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be by default a
Nonqualified Stock Option). More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options
granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable
Award Agreement.
(b)Exercise
Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at
the time of grant, but, except as provided in the applicable Award Agreement, and subject to Section 7(f) hereof, in no event
shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the related Shares on the date
of grant.
(c)Option
Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years
after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions
in the Plan and the Award Agreement.
(d)Exercisability.
Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of Performance
Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option
shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole
or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary
contained herein, an Option may not be exercised for a fraction of a share.
(e)Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number
of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or
its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option
or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise
procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form
of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator
and permitted by applicable law or (iv) any combination of the foregoing.
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(f)ISOs.
The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions,
limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion
of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term
is defined in Section 424(e) of the Code) or “subsidiary corporation” (as such term is defined in Section 424(f) of
the Code). Notwithstanding anything herein to the contrary, no ISOs may be granted after the tenth (10th ) anniversary of the earlier
of (x) the date the Plan was adopted and (y) the Effective Date, and no more than 5,316,858 Shares may be granted as ISOs (subject
to adjustment as provided in Section 5 hereof).
(i)ISO
Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares
representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or “subsidiary corporation” (as such term is defined in
Section 424(f) of the Code), the term of the ISO shall not exceed five (5) years from the time of grant of such ISO and
the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.
(ii)$100,000
Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which
ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates)
exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
(iii)Disqualifying
Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant
makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition”
is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii) one
year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator and
in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent
for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions
from such Participant as to the sale of such Shares.
(iv)No
Liability. Neither the Company nor the Administrator will be liable to a Participant, or to any other party, if an ISO fails or ceases
to qualify as an “incentive stock option” under Section 422 of the Code.
(g)Rights
as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents
or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given
written notice of the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section 17 hereof.
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(h)Termination
of Employment or Service. In the event of the termination of employment or service with the Company and all Affiliates thereof of
a Participant who has been granted one or more Options, such Options shall be exercisable at such time or times and subject to such terms
and conditions as set forth in the Award Agreement.
(i)Other
Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves
of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or
other changes in the employment status or service status of a Participant, in the discretion of the Administrator.
**Section 8.** **Stock
Appreciation Rights.**
(a)General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of
any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of
the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of
Stock Appreciation Rights shall be made, the number of Shares to be awarded, the Base Price, and all other conditions of Stock Appreciation
Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates.
Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8
and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable,
as set forth in the applicable Award Agreement.
(b)Base
Price. Except as provided in the applicable Award Agreement, each Stock Appreciation Right shall be granted with a base price that
is not less than one hundred percent (100%) of the Fair Market Value of the related Shares on the date of grant (such amount, the “Base
Price”).
(c)Rights
as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents
or distributions or any other rights of a stockholder with respect to the Shares, if any, subject to a Stock Appreciation Right until
the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 17 hereof.
(d)Exercisability.
(1) Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.
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(2) Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which
they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8.
(e)Consideration
Upon Exercise.
(1) Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal
in value to (i) the excess of the Fair Market Value of a share of Common Stock as of the date of exercise over the Base Price per
share specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is
being exercised.
(2) A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender,
the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess of
the Fair Market Value of a share of Common Stock as of the date of exercise over the Exercise Price specified in the related Option, multiplied
by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.
(3) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of
Shares and cash).
(f)Termination
of Employment or Service.
(1) In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted
one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set
forth in the Award Agreement.
(2) In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted
one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth
in the related Options.
(g)Term.
(1) The
term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years
after the date such right is granted.
(2) The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten
(10) years after the date such right is granted.
(h)Other
Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability
or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.
13
**Section 9.** **Restricted
Stock and Restricted Stock Units.**
(a)General.
Restricted Stock and Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to
whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the
price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time prior
to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted Period”);
the Performance Goals (if any); and all other conditions of the Restricted Stock and Restricted Stock Units. If the restrictions, Performance
Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit the Participant’s Restricted
Stock or Restricted Stock Units, in accordance with the terms of the grant.
(b)Rights
as Stockholder. Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder
of the Company with respect to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to
receive any dividends declared with respect to such shares. Any dividends declared during the Restricted Period with respect to shares
of Restricted Stock shall, to the extent set forth in an Award Agreement, be payable either currently, at the time (and to the extent)
that the underlying shares of Restricted Stock vest, or in the form of additional shares of Restricted Stock that are subject to the same
vesting and other terms and conditions as the underlying shares of Restricted Stock. Except as provided in the applicable Award Agreement,
the Participant shall generally not have the rights of a stockholder with respect to shares of Common Stock subject to Restricted Stock
Units during the Restricted Period; provided, however, that, subject to Section 409A of the Code, an amount equal to
any dividends declared during the Restricted Period with respect to the number of Shares covered by Restricted Stock Units may, to the
extent set forth in an Award Agreement, be provided to the Participant either currently, at the time (and to the extent) that the Shares
in respect of the related Restricted Stock Units are delivered to the Participant, or in the form of additional Restricted Stock Units
that are subject to the same vesting and other terms and conditions as the related Restricted Stock Units.
(c)Termination
of Employment or Service. The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment
or service with the Company and all Affiliates thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.
(d)Form of
Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that any
Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection
with the Award.
14
**Section 10.** **Other
Stock-Based Awards.**
Other forms of Awards valued in whole or in part
by reference to, or otherwise based on, Common Stock, including but not limited to dividend equivalents, may be granted either alone or
in addition to other Awards (other than, in the case of dividend equivalents, in connection with Options or Stock Appreciation Rights)
under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals
to whom and the time or times at which such Other Stock-Based Awards shall be granted, the number of Shares to be granted pursuant to
such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in Shares, cash or other property),
or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited
to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.
**Section 11.** **Stock
Bonuses.**
In the event that the Administrator grants a Stock
Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a
book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant
as soon as practicable after the date on which such Stock Bonus is payable.
**Section 12.** **Cash
Awards.**
The Administrator may grant Awards that are payable
solely in cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and such Cash Awards shall be subject to
the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time. Cash Awards
may be granted with value and payment contingent upon the achievement of Performance Goals.
**Section 13.** **Change
in Control Provisions.**
Except as provided in the applicable Award Agreement,
in the event that a Change in Control occurs and an outstanding Award is not assumed or substituted in connection therewith, then: (i) any
unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable and (ii) the
restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse
and such Awards shall be deemed fully vested, and any performance conditions imposed with respect to such Awards shall be deemed to be
achieved at the greater of target and actual performance levels as of the date of the Change of Control. In the event that a Change of
Control occurs and an Award is assumed or substituted in connection therewith, such Award shall remain outstanding and shall continue
to vest following such Change of Control in accordance with its terms, subject to adjustment in accordance with Section 5 hereof.
For purposes of this Section 13, an outstanding Award shall be considered to be assumed or substituted for if, following the Change
in Control, the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change
in Control except that, if the Award related to Shares, the Award may instead confer the right to receive common equity of the acquiring
entity (or cash or such other security or entity as may be determined by the Administrator, in its sole discretion, pursuant to Section 5
hereof).
15
**Section 14.** **Voting
Proxy**
The Company reserves the right to require the Participant,
to the fullest extent permitted by applicable law, to appoint such Person as shall be determined by the Administrator in its sole discretion
as the Participant’s proxy with respect to all applicable unvested Awards of which the Participant may be the record holder of from
time to time to (A) attend all meetings of the holders of the shares of Common Stock, with full power to vote and act for the Participant
with respect to such Awards in the same manner and extent that the Participant might were the Participant personally present at such meetings,
and (B) execute and deliver, on behalf of the Participant, any written consent in lieu of a meeting of the holders of the shares
of Common Stock in the same manner and extent that the Participant might but for the proxy granted pursuant to this sentence.
**Section 15.** **Amendment
and Termination.**
The Administrator may amend, alter or terminate
the Plan, but no amendment, alteration, or termination shall be made that would impair the rights of a Participant under any outstanding
Award without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s
stockholders for any amendment to the Plan that would require such approval in order to satisfy any rules of the stock exchange on
which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any outstanding Award, prospectively
or retroactively, but, subject to Section 5 hereof and the immediately preceding sentence, no such amendment shall impair the rights
of any Participant without the Participant’s consent; provided that the Administrator may amend the terms of any such Award
to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Award to any applicable
law, government regulation or stock exchange listing requirement relating to such Award (including, but not limited to, Section 409A
of the Code), and by accepting an Award under this Plan, the Participant thereby agrees to any amendment made pursuant to this Section 15
to such Award (as determined by the Administrator) without further consideration or action.
**Section 16.** **Unfunded
Status of Plan.**
The Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall
give any such Participant any rights that are greater than those of a general creditor of the Company.
**Section 17.** **Withholding
Taxes.**
Each Participant shall, no later than the date
as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable taxes, pay
to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount in respect of such taxes up to the maximum
statutory rates in the Participant’s applicable jurisdiction with respect to the Award, as determined by the Company. The obligations
of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash
is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any applicable
withholding tax requirements related thereto as determined by the Company. Whenever Shares or property other than cash are to be delivered
pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient
to satisfy any related taxes to be withheld and applied to the tax obligations as determined by the Company; provided, that,
with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company
withhold from such delivery Shares or other property, as applicable, or (ii) by delivering already owned unrestricted shares of Common
Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations as determined
by the Company. Such withheld Shares or other property or already owned and unrestricted shares of Common Stock shall be valued at their
Fair Market Value on the date on which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom
shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an
award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding
obligation with respect to any Award as determined by the Company.
16
**Section 18.** **Transfer
of Awards.**
Until
such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment,
mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or
creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”)
by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent
of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of
an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio,
and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit
or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of any
Shares or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with the provisions of
the immediately preceding sentence, an Option or Stock Appreciation Right may be exercised, during the lifetime of the Participant, only
by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian
or legal representative.
**Section 19.** **Continued
Employment or Service.**
Neither the adoption of the Plan nor the grant
of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate
thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the
employment or service of any of its Eligible Recipients at any time.
17
**Section 20.** **Effective
Date.**
The
Plan was adopted on July 10, 2026, subject to approval by the Company’s stockholders, and became effective on [
- ],
2026 following such approval (the “Effective Date”).
**Section 21.** **Term
of Plan.**
The Plan shall automatically terminate on the date
no Shares remain available for issuance under the Plan, but Awards theretofore granted may extend beyond that date.
**Section 22.** **Securities
Matters and Regulations.**
(a)Notwithstanding
anything herein to the contrary, the obligation of the Company to sell or deliver Common Stock with respect to any Award granted under
the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws,
the receipt of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator and the listing
requirements of any securities exchange on which the Shares are traded. The Administrator may require, as a condition of the issuance
and delivery of certificates evidencing shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such
agreements and representations, and that such certificates bear such legends, as the Administrator, in its sole discretion, deems necessary
or advisable.
(b)Each
Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Common Stock issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award
or the issuance of Common Stock, no such Award shall be granted or payment made or Common Stock issued, in whole or in part, unless such
listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Administrator.
(c)In
the event that the disposition of Common Stock acquired pursuant to the Plan is not covered by a then current registration statement under
the Securities Act and is not otherwise exempt from such registration, such Common Stock shall be restricted against transfer to the extent
required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant
to the Plan, as a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired
by such Participant is acquired for investment only and not with a view to distribution.
**Section 23.** **Notification
of Election Under Section 83(b) of the Code.**
If any Participant shall, in connection with the
acquisition of Shares under the Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify
the Company of such election, and shall deliver a copy of such election to the Company, in each case, within ten (10) days after
filing notice of the election with the Internal Revenue Service.
18
**Section 24.** **No
Fractional Shares.**
No fractional Shares shall be issued or delivered
pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu
of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
**Section 25.** **Beneficiary.**
A Participant may file with the Company a written
designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation.
If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed
to be the Participant’s beneficiary.
**Section 26.** **Paperless
Administration.**
In the event that the Company establishes, for
itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system
using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant
may be permitted through the use of such an automated system.
**Section 27.** **Severability.**
If any provision of the Plan is held to be invalid
or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision
had not been included in the Plan.
**Section 28.** **Clawback.**
Notwithstanding any other provisions in this Plan,
any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to
such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement
(or any policy adopted by the Company pursuant to or in connection with any such law, government regulation or stock exchange listing
requirement).
**Section 29.** **Section 409A
of the Code.**
The Plan as well as payments and benefits under
the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly,
to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the
contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the
Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment
shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred a “separation
from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in
the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated
as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent
that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier).
Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A
of the Code. The Administrator shall have the sole authority to make any accelerated distributions permissible under Treas. Reg. Section 1.409A-3(j)(4) to
Participants with respect to any deferred amounts, provided that such distributions meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).
The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with
Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The
Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
19
**Section 30.** **Governing
Law.**
The Plan shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law of such state.
**Section 31.** **Titles
and Headings.**
The titles and headings of the sections in the
Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings,
shall control.
**Section 32.** **Successors.**
The obligations of the Company under the Plan shall
be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company,
or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.
**Section 33.** **Relationship
to Other Benefits.**
No payment pursuant to the Plan shall be taken
into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or other benefit
plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.
20
---
## EXHIBIT 10.9
SEC source: [tm2513004d11_ex10-9.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-9.htm)
**Exhibit 10.9**
**REFORMATION, INC.**
**EMPLOYEE STOCK PURCHASE PLAN**
**Section 1.****Purpose
of Plan.**
The
name of the plan is the Reformation, Inc. Employee Stock Purchase Plan. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated after-tax
payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under
Section 423 of the US Internal Revenue Code of 1986, as amended (“Code Section 423”). The provisions of the
Plan, accordingly, shall be construed so as to allow participation in a manner consistent with the requirements of Code Section 423.
However, the Company may grant options pursuant to one or more offerings under the Plan that are not intended to meet the requirements
of Code Section 423, provided that except as expressly set forth herein, any such offering shall be operated and administered in
the same manner as an offering that is intended to meet the requirements of Code Section 423.
**Section 2.****Definitions.**
For purposes of the Plan, the following terms shall
be defined as set forth below:
(a)“Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee, which shall administer the Plan in accordance
with Section 14 hereof.
(b)“Adoption
Date” has the meaning set forth in Section 26 hereof.
(c)“Board”
means the Board of Directors of the Company.
(d)“Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
(e)“Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning
of Rule 16b-3 under the Exchange Act and (ii) any other qualifications required by the applicable stock exchange on which the
Common Stock is traded.
(f)“Common
Stock” means the common stock, par value $0.0001 per share, of the Company.
(g)“Company”
means Reformation, Inc., a Delaware corporation (or any successor company).
(h)“Compensation”
means the base salary, wages, overtime pay, annual bonuses, and commissions payable to an Employee by the Company or one or more Designated
Subsidiaries during such individual’s period of participation in one or more offerings under the Plan, before deduction for any
pre-tax contributions made by the Employee to any cash-or-deferred arrangement that meets the requirements of Section 401(k) of
the Code or any cafeteria benefit program that meets the requirements of Section 125 of the Code, now or hereafter established by
the Company or any Designated Subsidiary. The Administrator may make modifications to the definition of Compensation for one or more offerings
as deemed appropriate.
(i)“Designated
Subsidiaries” means any Subsidiary (whether now existent or hereafter organized or acquired by the Company or a Subsidiary)
that has been designated by the Administrator to participate in the Plan.
(j)“Employee”
means any individual who is a regular employee of the Company or a Designated Subsidiary having the status of an “employee”
within the meaning of Section 3401(c) of the Code; provided that, for any specific Offering Period, the Administrator
may exclude those individuals who: (i) have not been regular employees of the Company or a Designated Subsidiary for at least two
(2) years (or such lesser period of time as may be determined by the Administrator) prior to the Offering Period, (ii) are customarily
employed for twenty (20) hours or less per week, (iii) are customarily employed not more than five (5) months in any calendar
year, (iv) are “highly compensated employees” of the Company or any Designated Subsidiary (within the meaning of Section 414(q) of
the Code), or (v) are “highly compensated employees” of the Company or any Designated Subsidiary (within the meaning
of Section 414(q) of the Code) (x) with compensation above a specified level, (y) who are officers or (z) who
are subject to the disclosure requirements of Section 16(a) of the Exchange Act; provided further, that, any such exclusion
must be applied in a uniform manner to all employees of the Company and the Designated Subsidiaries for such Offering Period. For purposes
of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Unless otherwise determined by the Administrator and set forth in the applicable offering, where the
period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or
by contract, the employment relationship will be deemed to have terminated on the first day immediately following the expiration of such
three (3) month period. For the avoidance of doubt, the term “Employee” shall not include any consultant, independent
contractor or non-employee director of the Company or a Designated Subsidiary. Notwithstanding the foregoing, for purposes of any offering
under the Plan that is not intended to meet the requirements of Code Section 423, the Administrator may make modifications to the
definition of Employee as deemed appropriate.
(k)“Enrollment
Date” means the first day of each Offering Period.
(l)“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto.
(m)“Exercise
Date” means the last Trading Day in each Offering Period, or such other date or dates within the Offering Period as determined
by the Administrator (including for purposes of establishing any interim purchase period within an Offering Period).
2
(n)“Fair
Market Value” of the Common Stock or another security as of a particular date means the fair market value as determined by the
Administrator in its sole discretion; provided, however, that except as otherwise determined by the Administrator, (i) if
the Common Stock or other security is admitted to trading on a national securities exchange, the fair market value on any date shall be
the closing sale price reported on such date, or if no shares were traded on such date, on the last preceding date for which there was
a sale of a share of Common Stock or other security on such exchange, or (ii) if the Common Stock or other security is then traded
in an over-the-counter market, the fair market value on any date shall be the average of the closing bid and asked prices for such share
of Common Stock or other security in such over-the-counter market for the last preceding date on which there was a sale of such share
of Common Stock or other security in such market.
(o)“Offering
Period” means a period with respect to which the right to purchase Common Stock may be granted under the Plan, as set forth
in Section 5 hereof.
(p)“Plan”
means this Reformation, Inc. Employee Stock Purchase Plan, as may be amended and/or restated from time to time.
(q)“Purchase
Price” means the amount established by the Administrator in its sole discretion in advance of the applicable offering under
the Plan; provided that such amount shall not be less than the lesser of either (i) an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Enrollment Date or (ii) an amount equal to 85% of the Fair Market Value of a share of Common
Stock on the Exercise Date.
(r)“Subsidiary”
means a corporation, domestic or foreign (including any limited liability company (or other eligible entity) that has elected to be taxed
for U.S. federal income tax purposes as a corporation, or any disregarded entity with respect to a corporation), of which not less than
50% of the total combined voting power of all classes of stock are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a Subsidiary. Notwithstanding the foregoing, for purposes of any offering
under the Plan that is not intended to meet the requirements of Code Section 423, “Subsidiary” may include a corporation
or any other entity of which not less than 50% of the total combined voting power of all classes of stock are held by the Company or a
Subsidiary.
(s)“Trading
Day” means a day on which the New York Stock Exchange is open for trading.
**Section 3.****Eligibility;
Ownership Threshold; Annual Limit.**
(a)Options
may be granted only to Employees. Unless otherwise determined by the Administrator in a manner that satisfies the requirements of Code
Section 423 (if applicable), any Employee employed on the Enrollment Date for an Offering Period shall be eligible to participate
in the Plan for such Offering Period.
(b)Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Employee (and any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of
the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any Subsidiary of the Company, or (ii) which permits such Employee’s
rights to purchase stock under all employee stock purchase plans (within the meaning of Code Section 423) of the Company and its
Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of shares of Common Stock (calculated based
on the Fair Market Value of the shares of Common Stock on the Enrollment Date) for each calendar year in which such option is outstanding
at any time.
3
**Section 4.****Offerings.**
The Plan shall be implemented
through one or more offerings. Offerings may be consecutive or overlapping. Each offering shall be in such form and shall contain such
terms and conditions as the Administrator shall deem appropriate. The terms of separate offerings need not be identical; provided, however, that each offering shall comply with the provisions of the Plan and the participants in each offering shall have equal
rights and privileges under that offering in accordance with the requirements of Section 423(b)(5) of the Code and the applicable
regulations thereunder.
**Section 5.****Offering
Periods.**
Offerings shall be implemented
by Offering Periods in the discretion of the Administrator. Each Offering Period shall commence at such time and be of such duration not
to exceed twenty seven (27) months, as determined by the Administrator prior to the start of the applicable Offering Period. The initial
Offering Period under the Plan shall commence on the date established by the Administrator. The decision of the Administrator to implement
an Offering Period shall not require the Administrator to implement any additional consecutive or overlapping Offering Period.
**Section 6.Participation.**
An eligible Employee determined
in accordance with Section 3 hereof may elect to become a participant in the manner specified by the Administrator from time to time,
which may include accessing the website designated by the Company from time to time and electronically enrolling in an Offering Period
or submitting an enrollment agreement (in such form as the Company may provide, including by electronic means) authorizing payroll deductions,
in each case at least ten (10) days prior to the applicable Enrollment Date, unless an earlier or later time for enrolling is set
by the Administrator for all eligible Employees with respect to a given Offering Period.
**Section 7.****Payroll
Deductions.**
(a)At
the time a participant enrolls in an Offering Period, such participant shall elect to have after-tax payroll deductions made during the
Offering Period pursuant to such procedures as the Administrator may specify from time to time and, unless otherwise determined by the
Administrator, in an amount between one percent (1%) and fifteen percent (15%) of the Compensation which such participant receives during
the Offering Period.
(b)Payroll
deductions shall commence with the first payroll period following the Enrollment Date and end with the last payroll period in the Offering
Period, unless sooner altered or terminated as provided in the Plan.
(c)All
payroll deductions made for a participant shall be credited to the participant’s account under the Plan and shall be withheld in
whole percentages only. A participant may not make any additional lump sum contributions to such account unless specifically provided
for in the offering.
4
(d)A
participant may discontinue such participant’s participation in the Plan as provided in Section 11 hereof, or may decrease
the rate of such participant’s payroll deductions during the current Offering Period by amending such participant’s enrollment
agreement or by submitting a new enrollment agreement (in such form as the Company may provide, including by electronic means) authorizing
a decrease in payroll deduction rate. The decrease in rate shall be effective with the first full payroll period following ten (10) business
days after the Company’s receipt of the amended enrollment or earlier to the extent administratively practicable. If permitted by
the Administrator, a participant may increase the rate of such participant’s payroll deductions for an upcoming Offering Period
by amending such participant’s enrollment agreement or by submitting a new enrollment agreement (in such form as the Company may
provide, including by electronic means) authorizing an increase in payroll deduction rate within ten (10) business days prior to
commencement of the upcoming Offering Period. A participant’s enrollment agreement shall remain in effect for successive Offering
Periods unless terminated as provided in Section 11 hereof. The Administrator shall be authorized to limit the number of participation
rate changes during any Offering Period, which, unless otherwise determined by the Administrator, shall be one (1) time during the
applicable Offering Period.
(e)Notwithstanding
the foregoing, to the extent necessary to comply with the limitations of Section 423(b)(8) of the Code and Section 3(b)(ii) hereof,
a participant’s payroll deductions may be decreased to 0% during any Offering Period if such participant would, as a result of such
limitations, be precluded from buying any additional shares of Common Stock on the Exercise Date for that Offering Period. The suspension
of such deductions shall not terminate the participant’s participation in the Plan. Payroll deductions shall recommence at the rate
provided in such participant’s enrollment agreement at the beginning of the first Offering Period for which the participant is able
to purchase shares of Common Stock in compliance with the limitations of Section 423(b)(8) of the Code and Section 3(b)(ii) hereof,
unless terminated by the participant as provided in Section 11 hereof.
**Section 8.****Grant
of Option.**
On
the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to
purchase on the Exercise Date for such Offering Period (at the applicable Purchase Price) up to the lesser of (i) a number of shares
of Common Stock determined by dividing such Employee’s payroll deductions (and contributions) accumulated prior to such Exercise
Date and retained in the participant’s account as of the Exercise Date by the applicable Purchase Price and (ii) twenty-five
thousand U.S. dollars ($25,000) worth of Shares (calculated based on the Fair Market Value of the Shares on the Enrollment Date)+; provided that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13 hereof. However, the maximum number of shares
of Common Stock purchasable per participant on any Exercise Date shall not exceed twenty-five thousand U.S. dollars ($25,000) worth of
shares of Common Stock (calculated based on the Fair Market Value of the shares of Common Stock on the Enrollment Date) for each calendar
year during which any option granted to such Employee to purchase shares of Common Stock under the Plan in outstanding, as determined
in accordance with Code Section 423(b)(8). Exercise of the option shall occur as provided in Section 9 hereof, unless the participant
has withdrawn pursuant to Section 11 hereof.
5
**Section 9.****Exercise
of Option.**
(a)Unless
a participant withdraws from the Plan as provided in Section 11 hereof, such participant’s option for the purchase of shares
of Common Stock will be exercised automatically on each Exercise Date, and the maximum number of full shares subject to such option shall
be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions (and contributions) in such
participant’s account. No fractional shares will be purchased; any payroll deductions accumulated in a participant’s account
which are not sufficient to purchase a full share shall be retained in the participant’s account for a subsequent Offering Period,
subject to earlier withdrawal by the participant as provided in Section 11 hereof. Any other funds left over in a participant’s
account after the Exercise Date shall be returned to the participant as soon as administratively practicable following the Exercise Date.
(b)At
the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed
of, the participant must make adequate provision for the Company’s federal, state, local, foreign or other tax withholding obligations,
if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but will not
be obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company any tax deductions or benefit attributable to sale or
early disposition of Common Stock by the participant.
(c)A
participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect
to such participant’s option prior to the time that such option is exercised to purchase of shares of Common Stock on the Exercise
Date
**Section 10.****Delivery
to Broker Account.**
(a)As
promptly as practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company shall deliver the shares
purchased by the participant to a brokerage account established for the participant at a Company-designated brokerage firm or other third-party
administrator (the “ESPP Broker Account”). The Administrator may require that, except as otherwise provided below,
the deposited shares of Common Stock may not be transferred (either electronically or in certificate form) from the ESPP Broker Account
until the later of the following two periods: (i) the end of the two (2) year period measured from the Enrollment Date for the
Offering Period in which the shares were purchased and (ii) the end of the one (1) year period measured from the applicable
Exercise Date. The Company may require that the participant pay any applicable account maintenance fees incurred with respect to the participant’s
ESPP Broker Account, which fees may be collected in such manner as determined by the Company, including, without limitation, by implementing
the sale of a sufficient number of shares of Common Stock from the participant’s ESPP Broker Account to cover such fees. The Administrator
may require the participant to notify the Company before the participant sells or otherwise disposes of any shares of Common Stock acquired
under the Plan.
6
(b)Such
limitation shall apply both to transfers to different accounts with the same broker and to transfers to other brokerage firms. Any shares
of Common Stock held for the required holding period may be transferred (either electronically or in certificate form) to other accounts
or to other brokerage firms.
(c)The
foregoing procedures shall apply to all shares of Common Stock purchased by the participant under the Plan, whether or not the participant
continues in Employee status.
**Section 11.****Withdrawal;
Termination of Employment.**
(a)A
participant may withdraw all but not less than all the payroll deductions, if any, credited to such participant’s account and not
yet used to exercise such participant’s option under the Plan at any time in the manner specified by the Administrator from time
to time, which may include accessing the website designated by the Company and electronically withdrawing from the Offering Period or
giving written notice to the Company (in such form as the Company may provide). All of the participant’s payroll deductions credited
to such participant’s account will be paid to such participant (without interest) as soon as practicable after receipt of notice
of withdrawal and such participant’s option for the Offering Period will be automatically terminated, and no further payroll deductions
for the purchase of shares will be made during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions
will not resume at the beginning of the succeeding Offering Period unless the participant timely enrolls in that Offering Period.
(b)Upon
a participant’s ceasing to be an Employee for any reason or upon termination of a participant’s employment relationship (as
described in Section 2(j) hereof), the payroll deductions and other contributions, if any, credited to such participant’s
account during the Offering Period but not yet used to exercise the option will be returned (without interest) to such participant or,
in the case of such participant’s death, to the person or persons entitled thereto under Section 15 hereof, and such participant’s
option will be automatically terminated. A participant whose employment is deemed to have terminated under Section 2(j) hereof
but in fact remains an Employee may participate in any future Offering Period in which such individual is eligible to participate by timely
enrollment in that Offering Period.
**Section 12.****Interest.**
No interest shall accrue on
the payroll deductions credited to a participant’s account under the Plan unless otherwise determined by the Administrator or required
by applicable law.
**Section 13.****Shares
Available for Sale.**
(a)Subject
to adjustment as provided in Section 19 hereof, the maximum number of shares of Common Stock which shall be made available for sale
under the Plan shall be the sum of (i) 590,762 shares of Common Stock and (b) an annual increase on the first day of each fiscal
year during the term of the Plan, beginning in calendar year 2026, and ending in calendar year 2035, equal to the lesser of (x) 1
percent (1%) of the aggregate number shares of Common Stock issued and outstanding on final day of the immediately preceding year and
(y) such number of Shares as may be determined by the Administrator, provided that, no more than 10,000,000 shares of Common
Stock may be issued under the Plan. If on a given Exercise Date the number of shares of Common Stock with respect to which options are
to be exercised exceeds the number of shares of Common Stock then available under the Plan, the Company shall make a pro rata allocation
of the shares of Common Stock remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine
to be equitable.
7
(b)The
participant will have no interest or voting right in shares covered by such participant’s option until such option has been exercised
and the participant has become a holder of record of the purchased shares of Common Stock.
**Section 14.****Administration.**
(a)The
Plan shall be administered by the Administrator. The Administrator shall have full and exclusive discretionary authority to construe,
interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims under the Plan. Every finding,
decision and determination made by the Administrator shall, to the fullest extent permitted by law, be final and binding upon all parties.
Members of the Board who are eligible Employees are permitted to participate in the Plan, provided that members of the Board who
are eligible to participate in the Plan may not vote on any matter affecting the administration of the Plan or the grant of any option
pursuant to the Plan.
(b)For
purposes of any offering under the Plan that is not intended to meet the requirements of Code Section 423, the Administrator shall
have the authority, in its sole discretion, to approve addenda to the Plan and any enrollment agreement pursuant to this Section 14(b) with
such terms and conditions as the Administrator deems necessary or appropriate to accommodate the terms of such offering, provided that except as expressly set forth herein, any such offering shall be operated and administered in the same manner as an offering that
is intended to meet the requirements of Code Section 423.
(c)The
Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 14 to one or more officers
of the Company, subject to the requirements of Code Section 423 and applicable law or any stock exchange on which the Shares are
traded.
(d)All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including
the Company and the participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary
thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee
of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, omission, determination or interpretation.
**Section 15.****Designation
of Beneficiary.**
(a)A
participant may file a written designation of a beneficiary who is to receive any shares of Common Stock and cash, if any, from the participant’s
account under the Plan in the event of such participant’s death subsequent to an Exercise Date on which the option is exercised
but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary
who is to receive any cash from the participant’s account under the Plan in the event of such participant’s death prior to
exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent may be required
for such designation to be effective.
8
(b)Such
designation of beneficiary may be changed by the participant (and such participant’s spouse, if any) at any time by written notice.
In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the
time of such participant’s death, the Company shall deliver such shares of Common Stock and/or cash to the executor or administrator
of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may cause such shares and/or cash to be delivered to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Administrator, then to such other person as the Company may designate.
**Section 16.****Transfer
Restrictions.**
Neither payroll deductions
credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares of Common Stock
under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof by the participant). Any such attempt at assignment, transfer, pledge or other disposition
shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance
with Section 11 hereof. During a participant’s lifetime, a participant’s option to purchase shares of Common Stock under
the Plan is exercisable only by the participant.
**Section 17.****Use
of Funds.**
All payroll deductions received
or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to
segregate such funds unless otherwise required by applicable law.
**Section 18.****Reports.**
Individual book accounts will
be maintained for each participant in the Plan. Statements of account will be given to participating Employees at least annually, which
statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the
remaining cash balance, if any.
**Section 19.****Adjustments
Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.**
(a)Subject
to any required action by the stockholders of the Company, the number of shares of Common Stock reserved and available for future sale
under the Plan, as well as the number of shares and price per share of Common Stock covered by each option under the Plan which has not
yet been exercised and the maximum number of shares that may be purchased per participant on any Exercise Date, shall be equitably adjusted
for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company; provided, however, that neither the conversion of any convertible securities
of the Company nor any grant of awards under any other equity compensation plan sponsored by the Company shall be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by the Administrator in the manner determined by
the Administrator, in its sole discretion, and any such determination shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an
option. The Administrator may, if it so determines in the exercise of its sole discretion, make provision for adjusting the number of
shares of Common Stock reserved and available for future sale under the Plan, as well as the number of shares and price per share of Common
Stock covered by each outstanding option and the maximum number of shares that may be purchased per participant on any Exercise Date,
in the event the Company effects one or more reorganizations, recapitalizations, rights offerings or other increases or reductions of
shares of its outstanding Common Stock.
9
(b)In
the event of the proposed dissolution or liquidation of the Company, the Offering Periods will terminate and all participant contributions
in respect of any open Offering Period will be refunded to the participants immediately prior to the consummation of such proposed action,
unless otherwise provided by the Administrator.
(c)In
the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another
corporation, the Administrator may determine, in the exercise of its sole discretion, to shorten the Offering Periods then in progress
by setting a new Exercise Date (the “New Exercise Date”). If the Administrator shortens the Offering Periods then in
progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify each participant
in writing, at least ten (10) days prior to the New Exercise Date, that the Exercise Date for such participant’s option has
been changed to the New Exercise Date and that such participant’s option will be exercised automatically on the New Exercise Date,
unless prior to such date such participant has withdrawn from the Offering Period as provided in Section 11 hereof. If no New Exercise
Date is set by the Administrator, all participant contributions in respect of an open Offering Period will be refunded to the participants
immediately prior to the closing of the sale of all or substantially all of the assets of the Company, or the merger of the Company with
or into another corporation.
**Section 20.****Amendment
or Termination.**
(a)The
Administrator may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof or as necessary
to comply with applicable laws or regulations, no such termination or amendment can adversely affect options previously granted without
the consent of the affected participant. To the extent necessary to comply with Code Section 423 (or any successor rule or provision)
or any other applicable law or regulation, the Company shall obtain stockholder approval in such a manner and to such a degree as required.
10
(b)Without
stockholder consent and without regard to whether any participant rights may be considered to have been “adversely affected,”
the Administrator shall be entitled to change the Offering Periods or Exercise Date, change the maximum number of shares of Common Stock
purchasable per participant on any Exercise Date, limit the frequency and/or number of changes in the amount withheld during Offering
Periods, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding
in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly
completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure
that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as Administrator determines in its sole discretion advisable which are
consistent with the Plan.
**Section 21.****Notices.**
All notices or other communications
by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form
specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
**Section 22.****Conditions
Upon Issuance of Shares.**
(a)Shares
of Common Stock shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such
compliance. In addition, should the Plan not be registered on any Exercise Date of any Offering Period in any foreign jurisdiction in
which such registration is required, then no options granted with respect to the Offering Period to participants in that foreign jurisdiction
shall be exercised on such Exercise Date, and all contributions accumulated on behalf of such participants during the Offering Period
in which such Exercise Date occurs shall be distributed to such participants without interest unless otherwise required by the terms of
such offering or applicable law.
(b)As
a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time
of any such exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell
or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned
applicable provisions of law.
**Section 23.****Certain
Tax Matters.**
(a)If
a participant makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated thereunder,
of any share of Common Stock issued to such participant hereunder, and such disposition occurs within the two (2) year period commencing
on the Enrollment Date or within the one (1) year period commencing on the day of the Exercise Date, such participant shall promptly
notify the Company thereof.
11
(b)Purchases
of shares of Common Stock by participants who are U.S. taxpayers participating in any offering under the Plan that is not intended to
meet the requirements of Code Section 423 are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A
of the Code, and, accordingly, to the maximum extent permitted, any such offering and this Plan shall be interpreted in accordance therewith.
The Company makes no representation that any or all of the payments described in this Plan will be exempt from or comply with Section 409A
of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments. The participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
(c)Neither
the Company nor the Administrator will be liable to any participant or to any other party if the Plan or any offering fails or ceases
to qualify as an “Employee Stock Purchase Plan” under Code Section 423.
**Section 24.****No
Right to Employment.**
Neither the creation of the
Plan nor participation therein shall be deemed to create any right of continued employment or in any way affect the right of the Company
or Designated Subsidiary to terminate the employment of an Employee.
**Section 25.****Governing
Law.**
The Plan shall be governed
by and construed in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law of
such state; provided that if the Company’s state of incorporation is no longer Delaware, this Plan shall be governed by and construed
in accordance with the laws of the state in which the Company is then incorporated.
**Section 26.****Term
of Plan.**
The
Plan was adopted on July 10, 2026, subject to approval by the Company’s stockholders (the “Adoption Date”),
and became effective on [
- ], 2026 following such approval. It shall continue in effect until terminated pursuant to Section 20
hereof.
**Section 27.****Provisions
for Foreign Participants.**
(a)The
Administrator may establish subplans, addenda or procedures under the Plan and any enrollment agreement or take any other necessary or
appropriate action to address applicable law, including (i) differences in laws, rules, regulations or customs of such jurisdictions
with respect to tax, securities, currency, employee benefit or other matters, (ii) listing and other requirements of any non-U.S.
securities exchange and (iii) any necessary local governmental or regulatory exemptions or approvals.
(b)By
participating in the Plan or accepting any rights under it, each participant consents to the collection and processing of personal data
relating to the participant so that the Company and its Subsidiaries can fulfill their obligations and exercise their rights under the
Plan and generally administer and manage the Plan. This data will include, but may not be limited to, data about participation in the
Plan and shares of Common Stock offered or received, purchased or sold under the Plan from time to time and other appropriate financial
and other data about the participant and the participant’s participation in the Plan.
12
---
## EXHIBIT 10.10
SEC source: [tm2513004d11_ex10-10.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-10.htm)
**Exhibit 10.10**
**REFORMATION INC.**
**2026 OMNIBUS INCENTIVE PLAN**
**PERFORMANCE STOCK UNIT AGREEMENT**
**GRANT NOTICE**
This
Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”),
dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware
corporation (the “Company”), and the employee named below (the “Participant”). Any capitalized
term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus
Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).
Name of Participant: Hali Borenstein
Grant Date:
Target Number of PSUs:
Performance Period: Beginning on the Grant Date and ending on the fifth anniversary of the Grant Date
Performance Criteria As set forth in Appendix A
The Participant agrees to all of the terms and conditions of this Agreement
and in the Plan as evidenced by the Participant’s acknowledgement of this award in the Company’s third party stock plan administrator’s
system.
* * * * * * * *
**AWARD TERMS AND CONDITIONS**
1. **Grant
of Performance-Based Restricted Stock Units**. The Company hereby grants to the Participant the target number of performance-based
restricted stock units (the “PSUs”) set forth above, upon the terms and subject to the conditions set forth in this
Agreement and the Plan, a copy of which is being delivered to the Participant concurrently herewith and is made a part hereof as if fully
set forth herein. The target number of PSUs set forth above assumes achievement of the performance-vesting conditions set forth in Appendix
A (the “Performance Criteria”) during the Performance Period (as described above) at the target performance level (the
“Target PSUs”). The actual number of PSUs eligible to vest under this Agreement may be greater or less than the number
of Target PSUs, subject to the actual level of achievement of the Performance Criteria, as certified by the Administrator. Each PSU represents
the right of the Participant to receive one (1) share of Common Stock in accordance with, and subject to, the terms of this Agreement
and the Plan.
2. **Vesting**.
Except as expressly provided in this Agreement, the PSUs shall vest in accordance with the vesting schedule set forth in Appendix A (each
such vesting date, a “Vesting Date”), subject to (a) the Participant’s continued employment with the Company
or an Affiliate through the applicable Vesting Date and the other provisions of this Agreement and the Plan and (b) the applicable
level of achievement of the Performance Criteria in accordance with the terms and conditions set forth in Appendix A.
3. **Termination**.
3.1 Termination
Generally. Except as otherwise set forth in this Agreement or any other agreement or arrangement with the Company, if the Participant’s
employment or service with the Company or its Subsidiaries terminates for any reason prior to the final Vesting Date, then all rights
of the Participant with respect to PSUs that have not vested shall immediately terminate and neither the Participant nor any of the Participant’s
successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such unvested PSUs.
3.2 Qualifying
Termination. If the Participant’s employment or service with the Company or its Subsidiaries terminates due to death or Disability,
by the Company other than for Cause or by the Participant with Good Reason (as defined in the Company’s Change in Control and Severance
Policy) before the occurrence of a Change in Control, then (i) the Participant shall vest on the date of such termination (without
regard to any continued employment requirements) in a number of PSUs, if any, that are deemed earned based on the achievement of the Performance
Criteria on the date of termination, less any previously vested PSUs, and such number of vested PSUs shall be settled in accordance with
Section 4 and (ii) any remaining unvested PSUs shall remain outstanding for six (6) months following the date of such termination
solely for the purpose of determining whether a Change in Control occurs during such six (6) month period, and if a Change in Control
does occur during such six (6) month period, such unvested PSUs shall be subject to vesting on the date of a Change in Control based
on the Change in Control Price. Such vesting shall be subject to the Participant signing and not revoking the Company’s then-standard
separation agreement and release of claims (the “Release”). Any PSUs that do not vest as described in the foregoing
as of the date of such termination will be immediately forfeited.
2
3.3 Change
in Control. If the Participant’s employment or service with the Company or its Subsidiaries terminates due to death or Disability
or by the Company other than for Cause or by the Participant with Good Reason, in each case, within the twelve months following a Change
in Control and before the second anniversary of the Grant Date, then the Participant shall vest on the date of such termination (without
regard to any continued employment requirements) in the number of PSUs that were conditionally earned as of the date of the Change in
Control, and such number of vested PSUs shall be settled in accordance with Section 4. Such vesting shall be subject to the Participant
signing and not revoking the Release.
4. **Settlement**. Within sixty (60) days following the applicable Vesting Date, satisfaction of which includes any certification by the Administrator
required pursuant to this Agreement, the Company will, in settlement of each PSU that is vested and outstanding as of the applicable Vesting
Date, issue to the Participant one (1) share of Common Stock. Notwithstanding the foregoing, if the Company is in a closed trading
window for the duration of such sixty (60) day period, settlement may be delayed by the Company until the earlier of (i) the date
that the Company is in an open trading window or (ii) March 15 of the year following the year in which the applicable Vesting
Date occurs (or such other date as does not result in accelerated taxation or tax penalties under Section 409A of the Code).
5. **Rights
as a Stockholder**. The Participant will not be deemed for any purpose to be the owner of, or to have any rights of a holder of,
any Common Stock underlying any PSUs granted hereunder unless and until (a) the PSUs are settled in the form of shares of Common
Stock in accordance with the terms of this Agreement and the Participant pays any tax withholding due, (b) the Company has issued
and delivered the shares of Common Stock (whether or not certificated) to the Participant, and (c) the Participant’s name,
or the name of the Participant’s broker or other nominee, has been entered as a holder of record on the books of the Company. Upon
the occurrence of all of the foregoing events, the Participant will have full ownership rights with respect to any such shares of Common
Stock.
6. **Withholding**. The Company shall be entitled to take such action as the Company deems necessary or appropriate to satisfy all such obligations
for the payment of the applicable tax obligations with respect to any PSUs, including by requiring a cash payment, authorizing any cashless
exercise procedure, or withholding from the number of Shares that would otherwise be issued upon settlement of the PSUs the largest whole
number of Shares with a Fair Market Value equal to the applicable tax obligations.
7. **No
Sale or Transfer**. The Participant shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage,
create any lien, pledge, exchange or otherwise dispose of the PSUs or any portion thereof other than to the extent permitted by Section 18
of the Plan; provided, that the Participant may transfer vested PSUs to an estate planning vehicle by providing notice to the Company
and executing such documents as are reasonably required by the Company with respect to such transfer.
8. **Incorporation
of Plan**. This Agreement is made under the provisions of the Plan (which is incorporated herein by reference) and shall be interpreted
in a manner consistent with it.
3
9. **Restrictions
on Common Stock**. The Company may impose such restrictions on any Common Stock issued in respect of this Agreement as are required
by applicable law, this Agreement, any applicable underwriting arrangements, or any Company policies that apply to similarly situated
executives, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws,
restrictions under the requirements of any stock exchange or market upon which such Common Stock are then listed or traded and restrictions
under any “blue sky” or state securities laws applicable to such Common Stock.
10. **Other
Agreements Superseded**. The Plan and this Agreement constitute the entire understanding, oral and written, between the parties
hereto with respect to the subject matter hereof regarding the PSUs. Any prior agreements, commitments or negotiations concerning the
PSUs are superseded, including, without limitation, any commitments to grant PSUs or cash in lieu thereof in any offer letter or employment
or other service agreement by and between the Participant and an Affiliate or Subsidiary of the Company.
11. **General**.
11.1 Interpretive
Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any
noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs,
subparagraphs, clauses, and subclauses of this Agreement are for convenience of reference only and will not in any way affect the meaning
or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein,” and
similar terms refer to this Agreement as a whole (including the exhibits, schedules, and disclosure statements hereto), and references
herein to Sections refer to Sections of this Agreement. Words of inclusion will not be construed as terms of limitation herein, so that
references to “include,” “includes,” and “including” will not be limiting and will be regarded as
references to non-exclusive and non-characterizing illustrations.
11.2 Binding
Effect; Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective permitted heirs, beneficiaries, successors and assigns. Neither this Agreement nor any of the rights, interests,
or obligations hereunder may be assigned (a) by the Participant without the prior written consent of the Company or (b) by the
Company without the prior written consent of the Participant other than to a successor to all or substantially all of the assets of the
Company or by reason of operation of law.
11.3 Governing
Law. Except as to matters of U.S. federal law, this Agreement will be construed in accordance with and governed by the laws of the
State of Delaware, without regard to principles of conflicts of law.
11.4 Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of
any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable,
(b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part
hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision,
there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.
4
11.5 Amendments
and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, or supplemented,
in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by any party hereto of any
provision of this Agreement will not operate or be construed as a waiver of such breach by any other party hereto except as otherwise
explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of
any party to exercise, and no delay in exercising, any right, power, or remedy hereunder, or otherwise available in respect hereof at
law or in equity, will operate as a waiver thereof, nor will any single or partial exercise of such right, power, or remedy by such party
preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
11.6 Right
of Offset. The Company has the right to offset against its obligation to deliver Common Stock under this Agreement, any undisputed
outstanding amounts (including, without limitation, travel and entertainment, advance account balances, loans, or amounts repayable to
the Company pursuant to tax equalization, housing, automobile, or other programs) that the Participant then owes to the Company, provided
that the Participant is first offered the opportunity to pay cash for such outstanding amounts.
11.7 Counterparts.
This Agreement may be accepted or executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if
all signatory parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument.
11.8 No
Right to Continued Employment. This Agreement will not confer upon the Participant any right with respect to continued employment
or a continued business relationship with the Company or any Affiliate thereof, nor will it interfere in any way with the right of the
Company or any Affiliate thereof to terminate the employment of such Participant at any time (without limiting the terms and conditions
of any agreement to which the Participant may be party or plan or arrangement under which the Participant may be covered with the Company
or any of its Affiliates).
11.9 Acknowledgment.
The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the
same may be amended from time to time. The Participant hereby acknowledges that the Participant has reviewed each of this Agreement and
the Plan and understands the Participant’s rights and obligations thereunder. The Participant also acknowledges that the Participant
has been provided with such information concerning the Company and this Agreement as the Participant and the Participant’s advisors
have requested.
5
11.10 Section 409A.
The intent of the parties is that payments and benefits under this Agreement be exempt from, or to the extent subject thereto, comply
with Section 409A of the Code and any regulations or guidance promulgated thereunder, and accordingly, to the maximum extent permitted,
this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary,
the Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement
which are subject to Section 409A of the Code until the Participant would be considered to have incurred a “separation from
service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided
under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding
anything to the contrary in this Agreement, to the extent that any PSUs (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) constitute “deferred compensation” under Section 409A of the Code and are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such PSUs (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier).
The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A
of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
12. **Clawback/Recoupment**.
The PSUs and any shares of Common Stock issued or cash paid in respect thereof shall be subject to any clawback or recoupment policy adopted
by the Company from time to time and any applicable law, government regulation or stock exchange listing requirement mandating recovery
of compensation.
13. **Electronic
Delivery**. By the Participant’s acceptance hereof (whether written, electronic, or otherwise), the Participant agrees, to
the fullest extent permitted by law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery
of any documents that the Company, or any third party involved in administering the Plan which the Company may designate, may deliver
in connection with the PSUs granted hereunder (including the Plan, this Agreement, any account statements, or other communications or
information and any other information required to be delivered to the Participant pursuant to applicable securities laws regarding the
Company and the Subsidiaries and the PSUs) whether via the Company’s intranet or the internet site of such third party administrator
or via email or such other means of electronic delivery specified by the Company. The Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the
Company or any third party involved in administering the Plan which the Company may designate.
6
14. **Data
Privacy**. The Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described
herein. The Company and its Affiliates hold and may process certain personal information about the Participant, including the Participant’s
name, home address, email address, telephone number, date of birth, social security or other identification number, salary, nationality,
job title and details of all Awards granted, cancelled, vested, unvested or outstanding in the Participant’s favor, for the purpose
of implementing, administering and managing the Plan and this Agreement. The Participant understands that providing the Company with the
Participant’s personal information is necessary for the performance of this Agreement and that the Participant’s refusal to
provide such information may affect the Participant’s ability to participate in the Plan. The Company may transfer personal data
to third parties assisting in the implementation, administration and management of the Plan, including any transfer to a broker or other
third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.
7
**APPENDIX A**
**PERFORMANCE CRITERIA**
1. Performance Criteria.
The number of PSUs, if any,
for which the Performance Criteria shall be deemed to have been achieved will be determined (i) on a quarterly basis at the end of
each fiscal quarter to occur after the Grant Date based on the highest Absolute Stock Price achieved during such fiscal quarter (or, if
earlier, on the date of the Participant’s termination of service in accordance with Section 3) and (ii) immediately following
the last day of the Performance Period based on the Absolute Stock Price achieved as of the end of the Performance Period or, (iii) if
earlier, on the date of a Change in Control based on the per share value of a share of Common Stock as of the consummation of such Change
in Control, as set forth in the applicable transaction document or as otherwise determined by the Board in good faith if not set forth
therein (as applicable, the “Change in Control Price”) (each such fiscal quarter end date together with the final Vesting
Date or date of a Change in Control, a “Measurement Date”), shall be equal to the product obtained by multiplying (x) the
Target Number of PSUs Granted (as set forth in the Grant Notice) by (y) the applicable payout percentage (as set forth in the following
table, without any interpolation between performance hurdles), rounded down to the nearest whole Share *less* any previously vested
PSUs. Any PSUs that are not earned at the end of the Performance Period or upon the occurrence of a Change in Control will be immediately
forfeited.
| Multiple of IPO Price | Payout % of Target |
| --- | --- |
| <1.75x | 0% |
| 1.75x | 25% |
| 2.00x | 50% |
| 2.25x | 75% |
| 2.50x | 100% |
| 2.75x | 150% |
| ≥3.00x | 200% |
If the Absolute Stock Price equals or exceeds
any of the applicable Multiple of IPO Price targets following the Measurement Date, but prior to the second anniversary of the Grant Date,
then the corresponding PSUs shall be treated as conditionally earned PSUs and shall be subject only to the continued service conditions
until the second anniversary of the Grant Date regardless of any subsequent decrease in the Company’s stock price. If the Absolute
Stock Price equals or exceeds any of the applicable Multiple of IPO Price targets on or after the second anniversary of the Grant Date,
then the corresponding PSUs shall be deemed vested in full as of such Measurement Date (the second anniversary of the Grant Date and each
such Measurement Date following the second anniversary of the Grant Date, a “Vesting Date”).
8
2. Definitions.
For purposes of this Appendix
A and the Agreement, the following terms have the following meanings:
a. “Absolute Stock Price” means the daily volume weighted average of actual trading prices of the Company’s Common Stock on the applicable trading market for the sixty (60) consecutive trading days immediately preceding the prior day.
b. “IPO Price” means the initial price of the Company’s Common Stock to the public as set forth in the final prospectus included within the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission for the initial public offering of the Company’s Common Stock.
9
---
## EXHIBIT 10.11
SEC source: [tm2513004d11_ex10-11.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-11.htm)
**Exhibit 10.11**
**REFORMATION INC.**
**2026 OMNIBUS INCENTIVE PLAN**
**RESTRICTED STOCK UNIT AGREEMENT**
**GRANT NOTICE**
This
Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”),
dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware
corporation (the “Company”), and the employee named below (the “Participant”). Any capitalized
term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus
Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).
Name of Participant: #ParticipantName#
Grant Date: [July , 2026]
Number of RSUs: #QuantityGranted#
Vesting Schedule 50% on the first anniversary of the Grant Date 50% on the second anniversary of the Grant Date
The Participant agrees to all of the terms and conditions of this Agreement
and in the Plan as evidenced by the Participant’s acknowledgement of this award in the Company’s third party stock plan administrator’s
system.
* * * * * * * *
**AWARD TERMS AND CONDITIONS**
1.**Grant
of Restricted Stock Units**. The Company hereby grants to the Participant the number of restricted stock units (the “RSUs”)
set forth above, upon the terms and subject to the conditions set forth in this Agreement and the Plan, a copy of which is being delivered
to the Participant concurrently herewith and is made a part hereof as if fully set forth herein. Each RSU represents the right of the
Participant to receive one (1) share of Common Stock in accordance with, and subject to, the terms of this Agreement and the Plan.
2.**Vesting**.
Except as expressly provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule set forth above (each such
vesting date, a “Vesting Date”), subject to the Participant’s continued employment with the Company or an Affiliate
through the applicable Vesting Date and the other provisions of this Agreement and the Plan.
3.**Termination**.
3.1 Termination Generally. Except as otherwise set forth in this Agreement or any other
agreement or arrangement with the Company, if the Participant’s employment or service with the
Company or its Subsidiaries terminates for any reason prior to the final Vesting Date, then all rights of the Participant with respect
to RSUs that have not vested shall immediately terminate and neither the Participant nor any of the Participant’s successors, heirs,
assigns or personal representatives shall thereafter have any further rights or interests in such unvested RSUs; provided that,
if the Participant’s employment or service with the Company or its Subsidiaries terminates due to death or Disability, by the Company
other than for Cause or by the Participant with Good Reason (as defined in the Company’s Change in Control and Severance Policy),
then the unvested RSUs shall remain outstanding for three months following the date of such termination solely for the purpose of determining
whether a Change in Control occurs during such three month period. If a Change in Control has not occurred within the three month period,
then all rights of the Participant with respect to the unvested RSUs shall immediately terminate and neither the Participant nor any of
the Participant’s successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in
such unvested RSUs.
3.2 Change in Control. If the Participant’s employment or service with the Company or
its Subsidiaries terminates due to death or Disability, by the Company other than for Cause or by the Participant with Good Reason during
the period beginning three months prior to and ending twelve months following a Change in Control, then the unvested portion of the RSUs
shall become fully vested upon the date of such termination of employment and shall be settled in accordance with Section 4. Such vesting
shall be subject to the Participant signing and not revoking the Company’s then-standard separation agreement and release of claims
(the “Release”).
4. **Settlement**. Within sixty (60) days following the applicable Vesting Date, the Company will, in settlement of each
RSU that is vested and outstanding as of the applicable Vesting Date, issue to the Participant one (1) share of Common Stock. Notwithstanding
the foregoing, if the Company is in a closed trading window for the duration of such sixty (60) day period, settlement may be delayed
by the Company until the earlier of (i) the date that the Company is in an open trading window or (ii) March 15 of the year following
the year in which the applicable Vesting Date occurs (or such other date as does not result in accelerated taxation or tax penalties under
Section 409A of the Code).
5.**Rights
as a Stockholder**. The Participant will not be deemed for any purpose to be the owner of, or to have any rights of a holder of,
any Common Stock underlying any RSUs granted hereunder unless and until (a) the RSUs are settled in the form of shares of Common
Stock in accordance with the terms of this Agreement and the Participant pays any tax withholding due, (b) the Company has issued
and delivered the shares of Common Stock (whether or not certificated) to the Participant, and (c) the Participant’s name,
or the name of the Participant’s broker or other nominee, has been entered as a holder of record on the books of the Company. Upon
the occurrence of all of the foregoing events, the Participant will have full ownership rights with respect to any such shares of Common
Stock.
2
6.**Withholding**.
The Company shall be entitled to take such action as the Company deems necessary or appropriate to satisfy all such obligations for the
payment of the applicable tax obligations with respect to any RSUs, including by requiring a cash payment, authorizing any cashless exercise
procedure, or withholding from the number of Shares that would otherwise be issued upon settlement of the RSUs the largest whole number
of Shares with a Fair Market Value equal to the applicable tax obligations.
7.**No
Sale or Transfer**. The Participant shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage,
create any lien, pledge, exchange or otherwise dispose of the RSUs or any portion thereof other than to the extent permitted by Section 18
of the Plan.
8. **Incorporation of Plan**. This Agreement is made under the provisions of the Plan
(which is incorporated herein by reference) and shall be interpreted in a manner consistent with it.
9. **Restrictions on Common Stock**. The Company may impose such restrictions on any Common Stock issued in respect of this
Agreement as are required by applicable law, this Agreement, any applicable underwriting arrangements, or any Company policies that apply
to similarly situated employees, including, without limitation, minimum holding period requirements, restrictions under applicable federal
securities laws, restrictions under the requirements of any stock exchange or market upon which such Common Stock are then listed or traded
and restrictions under any “blue sky” or state securities laws applicable to such Common Stock.
10.**Other
Agreements Superseded**. The Plan and this Agreement constitute the entire understanding, oral and written, between the parties
hereto with respect to the subject matter hereof regarding the RSUs. Any prior agreements, commitments or negotiations concerning the
RSUs are superseded, including, without limitation, any commitments to grant RSUs or cash in lieu thereof in any offer letter or employment
or other service agreement by and between the Participant and an Affiliate or Subsidiary of the Company.
11.**General**.
11.1Interpretive
Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any
noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs,
subparagraphs, clauses, and subclauses of this Agreement are for convenience of reference only and will not in any way affect the meaning
or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein,” and
similar terms refer to this Agreement as a whole (including the exhibits, schedules, and disclosure statements hereto), and references
herein to Sections refer to Sections of this Agreement. Words of inclusion will not be construed as terms of limitation herein, so that
references to “include,” “includes,” and “including” will not be limiting and will be regarded as
references to non-exclusive and non-characterizing illustrations.
3
11.2Binding
Effect; Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective permitted heirs, beneficiaries, successors and assigns. Neither this Agreement nor any of the rights, interests,
or obligations hereunder may be assigned (a) by the Participant without the prior written consent of the Company or (b) by the
Company without the prior written consent of the Participant other than to a successor to all or substantially all of the assets of the
Company or by reason of operation of law.
11.3Governing
Law. Except as to matters of U.S. federal law, this Agreement will be construed in accordance with and governed by the laws of the
State of Delaware, without regard to principles of conflicts of law.
11.4Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of
any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable,
(b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part
hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision,
there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.
11.5Amendments
and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, or supplemented,
in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by any party hereto of any
provision of this Agreement will not operate or be construed as a waiver of such breach by any other party hereto except as otherwise
explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of
any party to exercise, and no delay in exercising, any right, power, or remedy hereunder, or otherwise available in respect hereof at
law or in equity, will operate as a waiver thereof, nor will any single or partial exercise of such right, power, or remedy by such party
preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
11.6Right
of Offset. The Company has the right to offset against its obligation to deliver Common Stock under this Agreement, any undisputed
outstanding amounts (including, without limitation, travel and entertainment, advance account balances, loans, or amounts repayable to
the Company pursuant to tax equalization, housing, automobile, or other programs) that the Participant then owes to the Company, provided
that the Participant is first offered the opportunity to pay cash for such outstanding amounts.
11.7Counterparts.
This Agreement may be accepted or executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if
all signatory parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument.
4
11.8No
Right to Continued Employment. This Agreement will not confer upon the Participant any right with respect to continued employment
or a continued business relationship with the Company or any Affiliate thereof, nor will it interfere in any way with the right of the
Company or any Affiliate thereof to terminate the employment of such Participant at any time (without limiting the terms and conditions
of any agreement to which the Participant may be party or plan or arrangement under which the Participant may be covered with the Company
or any of its Affiliates).
11.9Acknowledgment.
The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the
same may be amended from time to time. The Participant hereby acknowledges that the Participant has reviewed each of this Agreement and
the Plan and understands the Participant’s rights and obligations thereunder. The Participant also acknowledges that the Participant
has been provided with such information concerning the Company and this Agreement as the Participant and the Participant’s advisors
have requested.
11.10Section 409A.
The intent of the parties is that payments and benefits under this Agreement be exempt from, or to the extent subject thereto, comply
with Section 409A of the Code and any regulations or guidance promulgated thereunder, and accordingly, to the maximum extent permitted,
this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary,
the Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement
which are subject to Section 409A of the Code until the Participant would be considered to have incurred a “separation from
service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided
under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding
anything to the contrary in this Agreement, to the extent that any RSUs (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) constitute “deferred compensation” under Section 409A of the Code and are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such RSUs (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier).
The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A
of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
12.**Clawback/Recoupment**.
The RSUs and any shares of Common Stock issued or cash paid in respect thereof shall be subject to any clawback or recoupment policy adopted
by the Company from time to time and any applicable law, government regulation or stock exchange listing requirement mandating recovery
of compensation.
5
13.**Electronic
Delivery**. By the Participant’s acceptance hereof (whether written, electronic, or otherwise), the Participant agrees, to
the fullest extent permitted by law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery
of any documents that the Company, or any third party involved in administering the Plan which the Company may designate, may deliver
in connection with the RSUs granted hereunder (including the Plan, this Agreement, any account statements, or other communications or
information and any other information required to be delivered to the Participant pursuant to applicable securities laws regarding the
Company and the Subsidiaries and the RSUs) whether via the Company’s intranet or the internet site of such third party administrator
or via email or such other means of electronic delivery specified by the Company. The Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the
Company or any third party involved in administering the Plan which the Company may designate.
14.**Data
Privacy**. The Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described
herein. The Company and its Affiliates hold and may process certain personal information about the Participant, including the Participant’s
name, home address, email address, telephone number, date of birth, social security or other identification number, salary, nationality,
job title and details of all Awards granted, cancelled, vested, unvested or outstanding in the Participant’s favor, for the purpose
of implementing, administering and managing the Plan and this Agreement. The Participant understands that providing the Company with the
Participant’s personal information is necessary for the performance of this Agreement and that the Participant’s refusal to
provide such information may affect the Participant’s ability to participate in the Plan. The Company may transfer personal data
to third parties assisting in the implementation, administration and management of the Plan, including any transfer to a broker or other
third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.
6
---
## EXHIBIT 10.12
SEC source: [tm2513004d11_ex10-12.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-12.htm)
**Exhibit 10.12**
**REFORMATION INC.**
**2026 OMNIBUS INCENTIVE PLAN**
**RESTRICTED STOCK UNIT AGREEMENT**
**GRANT NOTICE**
This
Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”),
dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware
corporation (the “Company”), and the employee named below (the “Participant”). Any capitalized
term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus
Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).
Name of Participant: #ParticipantName#
Grant Date: [July , 2026]
Number of RSUs: #QuantityGranted#
Vesting Schedule Fully Vested
The Participant agrees to all of the terms and conditions
of this Agreement and in the Plan as evidenced by the Participant’s acknowledgement of this award in the Company’s third party
stock plan administrator’s system.
* * * * * * * *
**AWARD TERMS AND CONDITIONS**
1. **Grant of Restricted Stock Units**. The Company hereby grants to the Participant the number of restricted stock units
(the “RSUs”) set forth above, upon the terms and subject to the conditions set forth in this Agreement and the Plan,
a copy of which is being delivered to the Participant concurrently herewith and is made a part hereof as if fully set forth herein. Each
RSU represents the right of the Participant to receive one (1) share of Common Stock in accordance with, and subject to, the terms of
this Agreement and the Plan.
2. **Vesting**. The RSUs are fully vested.
3. **Settlement**. The Company will, in settlement of each RSU, issue to the Participant one (1) share of Common Stock on
the earlier of (i) within thirty (30) days following the Lockup Expiration Date and (ii) March 15, 2027. For purposes of this Agreement,
“Lockup Expiration Date” means the expiration date of any contractual transfer restriction or lockup provisions relating
to the Shares that is put in place by any underwriter in connection with the Company’s initial public offering.
4. **Rights as a Stockholder**. The Participant will not be deemed for any purpose to be the owner of, or to have any rights
of a holder of, any Common Stock underlying any RSUs granted hereunder unless and until (a) the RSUs are settled in the form of shares
of Common Stock in accordance with the terms of this Agreement and the Participant pays any tax withholding due, (b) the Company has issued
and delivered the shares of Common Stock (whether or not certificated) to the Participant, and (c) the Participant’s name, or the
name of the Participant’s broker or other nominee, has been entered as a holder of record on the books of the Company. Upon the
occurrence of all of the foregoing events, the Participant will have full ownership rights with respect to any such shares of Common Stock.
5. **Withholding**. The Company shall be entitled to take such action as the Company deems necessary or appropriate to satisfy
all such obligations for the payment of the applicable tax obligations with respect to any RSUs, including by requiring a cash payment,
authorizing any cashless exercise procedure, or withholding from the number of Shares that would otherwise be issued upon settlement of
the RSUs the largest whole number of Shares with a Fair Market Value equal to the applicable tax obligations.
6. **No Sale or Transfer**. The Participant shall not sell, transfer, assign, grant a participation in, gift, hypothecate,
encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the RSUs or any portion thereof other than to the extent
permitted by Section 18 of the Plan.
7. **Incorporation of Plan**. This Agreement is made under the provisions of the Plan
(which is incorporated herein by reference) and shall be interpreted in a manner consistent with it.
8. **Restrictions on Common Stock**. The Company may impose such restrictions on any Common Stock issued in respect of this
Agreement as are required by applicable law, this Agreement, any applicable underwriting arrangements, or any Company policies that apply
to similarly situated employees, including, without limitation, minimum holding period requirements, restrictions under applicable federal
securities laws, restrictions under the requirements of any stock exchange or market upon which such Common Stock are then listed or traded
and restrictions under any “blue sky” or state securities laws applicable to such Common Stock.
2
9. **Other Agreements Superseded**. The Plan and this Agreement constitute the entire understanding, oral and written, between
the parties hereto with respect to the subject matter hereof regarding the RSUs. Any prior agreements, commitments or negotiations concerning
the RSUs are superseded, including, without limitation, any commitments to grant RSUs or cash in lieu thereof in any offer letter or employment
or other service agreement by and between the Participant and an Affiliate or Subsidiary of the Company.
10. **General**.
10.1 Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise
requires, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. The headings of the
sections, paragraphs, subparagraphs, clauses, and subclauses of this Agreement are for convenience of reference only and will not in any
way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,”
“herein,” and similar terms refer to this Agreement as a whole (including the exhibits, schedules, and disclosure statements
hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion will not be construed as terms of limitation
herein, so that references to “include,” “includes,” and “including” will not be limiting and will
be regarded as references to non-exclusive and non-characterizing illustrations.
10.2 Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. Neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned (a) by the Participant without the prior written consent of the Company or (b) by
the Company without the prior written consent of the Participant other than to a successor to all or substantially all of the assets of
the Company or by reason of operation of law.
10.3 Governing Law. Except as to matters of U.S. federal law, this Agreement will be construed in accordance with and governed
by the laws of the State of Delaware, without regard to principles of conflicts of law.
10.4 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and
if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
3
10.5 Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified,
or supplemented, in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by any
party hereto of any provision of this Agreement will not operate or be construed as a waiver of such breach by any other party hereto
except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure
on the part of any party to exercise, and no delay in exercising, any right, power, or remedy hereunder, or otherwise available in respect
hereof at law or in equity, will operate as a waiver thereof, nor will any single or partial exercise of such right, power, or remedy
by such party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
10.6 Right of Offset. The Company has the right to offset against its obligation to deliver Common Stock under this Agreement,
any undisputed outstanding amounts (including, without limitation, travel and entertainment, advance account balances, loans, or amounts
repayable to the Company pursuant to tax equalization, housing, automobile, or other programs) that the Participant then owes to the Company,
provided that the Participant is first offered the opportunity to pay cash for such outstanding amounts.
10.7 Counterparts. This Agreement may be accepted or executed by .pdf or facsimile signatures and in any number of counterparts
with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together and will constitute
one and the same instrument.
10.8 No Right to Continued Employment. This Agreement will not confer upon the Participant any right with respect to continued
employment or a continued business relationship with the Company or any Affiliate thereof, nor will it interfere in any way with the right
of the Company or any Affiliate thereof to terminate the employment of such Participant at any time (without limiting the terms and conditions
of any agreement to which the Participant may be party or plan or arrangement under which the Participant may be covered with the Company
or any of its Affiliates).
10.9 Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms
and provisions thereof as the same may be amended from time to time. The Participant hereby acknowledges that the Participant has reviewed
each of this Agreement and the Plan and understands the Participant’s rights and obligations thereunder. The Participant also acknowledges
that the Participant has been provided with such information concerning the Company and this Agreement as the Participant and the Participant’s
advisors have requested.
4
10.10 Section 409A. The intent of the parties is that payments and benefits under this Agreement be exempt from, or to the extent
subject thereto, comply with Section 409A of the Code and any regulations or guidance promulgated thereunder, and accordingly, to the
maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything
contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Company for purposes
of any payments under this Agreement which are subject to Section 409A of the Code until the Participant would be considered to have incurred
a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit
to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding
anything to the contrary in this Agreement, to the extent that any RSUs (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) constitute “deferred compensation” under Section 409A of the Code and are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such RSUs (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier).
The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section
409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
11. **Clawback/Recoupment**. The RSUs and any shares of Common Stock issued or cash paid in respect thereof shall be subject
to any clawback or recoupment policy adopted by the Company from time to time and any applicable law, government regulation or stock exchange
listing requirement mandating recovery of compensation.
12. **Electronic Delivery**. By the Participant’s acceptance hereof (whether written,
electronic, or otherwise), the Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper
format, the Participant accepts the electronic delivery of any documents that the Company, or any third party involved in administering
the Plan which the Company may designate, may deliver in connection with the RSUs granted hereunder (including the Plan, this Agreement,
any account statements, or other communications or information and any other information required to be delivered to the Participant pursuant
to applicable securities laws regarding the Company and the Subsidiaries and the RSUs) whether via the Company’s intranet or the
internet site of such third party administrator or via email or such other means of electronic delivery specified by the Company. The
Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line
or electronic system established and maintained by the Company or any third party involved in administering the Plan which the Company
may designate.
13. **Data Privacy**. The Participant acknowledges and consents to the collection, use, processing and transfer of personal
data as described herein. The Company and its Affiliates hold and may process certain personal information about the Participant, including
the Participant’s name, home address, email address, telephone number, date of birth, social security or other identification number,
salary, nationality, job title and details of all Awards granted, cancelled, vested, unvested or outstanding in the Participant’s
favor, for the purpose of implementing, administering and managing the Plan and this Agreement. The Participant understands that providing
the Company with the Participant’s personal information is necessary for the performance of this Agreement and that the Participant’s
refusal to provide such information may affect the Participant’s ability to participate in the Plan. The Company may transfer personal
data to third parties assisting in the implementation, administration and management of the Plan, including any transfer to a broker or
other third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.
5
---
## EXHIBIT 10.13
SEC source: [tm2513004d11_ex10-13.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-13.htm)
**Exhibit 10.13**
REFORMATION INC.
2026 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
GRANT NOTICE
This Grant Notice and Award
Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”), dated as of
the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware corporation
(the “Company”), and the employee named below (the “Participant”). Any capitalized term that is
used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus Incentive Plan,
as may be amended and/or restated from time to time (the “Plan”).
Name of Participant: #ParticipantName#
Grant Date: [July , 2026]
Number of RSUs: #QuantityGranted#
Vesting Schedule 1/3 of the RSUs on the first anniversary of the Grant Date 1/3 of the RSUs on the second anniversary of the Grant Date 1/3 of the RSUs on the third anniversary of the Grant Date
The Participant agrees to all
of the terms and conditions of this Agreement and in the Plan as evidenced by the Participant’s acknowledgement of this award in
the Company’s third party stock plan administrator’s system.
* * * * * * * *
**AWARD TERMS AND CONDITIONS**
1. **Grant of Restricted Stock Units**. The Company hereby grants to the Participant the number of restricted stock units
(the “RSUs”) set forth above, upon the terms and subject to the conditions set forth in this Agreement and the Plan,
a copy of which is being delivered to the Participant concurrently herewith and is made a part hereof as if fully set forth herein. Each
RSU represents the right of the Participant to receive one (1) share of Common Stock in accordance with, and subject to, the terms of
this Agreement and the Plan.
2.**Vesting**. Except as expressly provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule
set forth above (each such vesting date, a “Vesting Date”), subject to the Participant’s continued employment
with the Company or an Affiliate through the applicable Vesting Date and the other provisions of this Agreement and the Plan.
3.**Termination**.
3.1Termination Generally. Except as otherwise set forth in this Agreement or any other agreement or arrangement with
the Company, if the Participant’s employment or service with the Company or its Subsidiaries terminates
for any reason prior to the final Vesting Date, then all rights of the Participant with respect to RSUs that have not vested shall immediately
terminate and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall
thereafter have any further rights or interests in such unvested RSUs; provided that, if the Participant’s employment or
service with the Company or its Subsidiaries terminates due to death or Disability, by the Company other than for Cause or by the Participant
with Good Reason (as defined in the Company’s Change in Control and Severance Policy), then the unvested RSUs shall remain outstanding
for three months following the date of such termination solely for the purpose of determining whether a Change in Control occurs during
such three month period. If a Change in Control has not occurred within the three month period, then all rights of the Participant with
respect to the unvested RSUs shall immediately terminate and neither the Participant nor any of the Participant’s successors, heirs,
assigns or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.
3.2Change in Control. If the Participant’s employment or service with the Company or its Subsidiaries terminates due
to death or Disability, by the Company other than for Cause or by the Participant with Good Reason during the period beginning three months
prior to and ending twelve months following a Change in Control, then the unvested portion of the RSUs shall become fully vested upon
the date of such termination of employment and shall be settled in accordance with Section 4. Such vesting shall be subject to the Participant
signing and not revoking the Company’s then-standard separation agreement and release of claims (the “Release”).
4.**Settlement**. Within sixty (60) days following the applicable Vesting Date, the Company will, in settlement of each
RSU that is vested and outstanding as of the applicable Vesting Date, issue to the Participant one (1) share of Common Stock. Notwithstanding
the foregoing, if the Company is in a closed trading window for the duration of such sixty (60) day period, settlement may be delayed
by the Company until the earlier of (i) the date that the Company is in an open trading window or (ii) March 15 of the year following
the year in which the applicable Vesting Date occurs (or such other date as does not result in accelerated taxation or tax penalties under
Section 409A of the Code).
2
5.**Rights as a Stockholder**. The Participant will not be deemed for any purpose to be the owner of, or to have
any rights of a holder of, any Common Stock underlying any RSUs granted hereunder unless and until (a) the RSUs are settled in the form
of shares of Common Stock in accordance with the terms of this Agreement and the Participant pays any tax withholding due, (b) the Company
has issued and delivered the shares of Common Stock (whether or not certificated) to the Participant, and (c) the Participant’s
name, or the name of the Participant’s broker or other nominee, has been entered as a holder of record on the books of the Company.
Upon the occurrence of all of the foregoing events, the Participant will have full ownership rights with respect to any such shares of
Common Stock.
6.**Withholding**. The Company shall be entitled to take such action as the Company deems necessary or appropriate to satisfy
all such obligations for the payment of the applicable tax obligations with respect to any RSUs, including by requiring a cash payment,
authorizing any cashless exercise procedure, or withholding from the number of Shares that would otherwise be issued upon settlement of
the RSUs the largest whole number of Shares with a Fair Market Value equal to the applicable tax obligations.
7.**No Sale or Transfer**. The Participant shall not sell, transfer, assign, grant a participation in, gift, hypothecate,
encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the RSUs or any portion thereof other than to the extent
permitted by Section 18 of the Plan.
8.**Incorporation of Plan**. This Agreement is made under the provisions of the
Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it.
9.**Restrictions on Common Stock**. The Company may impose such restrictions on any Common Stock issued in respect of this
Agreement as are required by applicable law, this Agreement, any applicable underwriting arrangements, or any Company policies that apply
to similarly situated employees, including, without limitation, minimum holding period requirements, restrictions under applicable federal
securities laws, restrictions under the requirements of any stock exchange or market upon which such Common Stock are then listed or traded
and restrictions under any “blue sky” or state securities laws applicable to such Common Stock.
10.**Other Agreements Superseded**. The Plan and this Agreement constitute the entire understanding, oral and written,
between the parties hereto with respect to the subject matter hereof regarding the RSUs. Any prior agreements, commitments or negotiations
concerning the RSUs are superseded, including, without limitation, any commitments to grant RSUs or cash in lieu thereof in any offer
letter or employment or other service agreement by and between the Participant and an Affiliate or Subsidiary of the Company.
11.**General**.
11.1Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise
requires, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. The headings of the
sections, paragraphs, subparagraphs, clauses, and subclauses of this Agreement are for convenience of reference only and will not in any
way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,”
“herein,” and similar terms refer to this Agreement as a whole (including the exhibits, schedules, and disclosure statements
hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion will not be construed as terms of limitation
herein, so that references to “include,” “includes,” and “including” will not be limiting and will
be regarded as references to non-exclusive and non-characterizing illustrations.
3
11.2Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. Neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned (a) by the Participant without the prior written consent of the Company or (b) by
the Company without the prior written consent of the Participant other than to a successor to all or substantially all of the assets of
the Company or by reason of operation of law.
11.3Governing Law. Except as to matters of U.S. federal law, this Agreement will be construed in accordance with and governed
by the laws of the State of Delaware, without regard to principles of conflicts of law.
11.4Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and
if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
11.5Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified,
or supplemented, in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by any
party hereto of any provision of this Agreement will not operate or be construed as a waiver of such breach by any other party hereto
except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure
on the part of any party to exercise, and no delay in exercising, any right, power, or remedy hereunder, or otherwise available in respect
hereof at law or in equity, will operate as a waiver thereof, nor will any single or partial exercise of such right, power, or remedy
by such party preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
11.6Right of Offset. The Company has the right to offset against its obligation to deliver Common Stock under this Agreement,
any undisputed outstanding amounts (including, without limitation, travel and entertainment, advance account balances, loans, or amounts
repayable to the Company pursuant to tax equalization, housing, automobile, or other programs) that the Participant then owes to the Company,
provided that the Participant is first offered the opportunity to pay cash for such outstanding amounts.
4
11.7Counterparts. This Agreement may be accepted or executed by .pdf or facsimile signatures and in any number of counterparts
with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together and will constitute
one and the same instrument.
11.8No Right to Continued Employment. This Agreement will not confer upon the Participant any right with respect to continued
employment or a continued business relationship with the Company or any Affiliate thereof, nor will it interfere in any way with the right
of the Company or any Affiliate thereof to terminate the employment of such Participant at any time (without limiting the terms and conditions
of any agreement to which the Participant may be party or plan or arrangement under which the Participant may be covered with the Company
or any of its Affiliates).
11.9Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms
and provisions thereof as the same may be amended from time to time. The Participant hereby acknowledges that the Participant has reviewed
each of this Agreement and the Plan and understands the Participant’s rights and obligations thereunder. The Participant also acknowledges
that the Participant has been provided with such information concerning the Company and this Agreement as the Participant and the Participant’s
advisors have requested.
11.10Section 409A. The intent of the parties is that payments and benefits under this Agreement be exempt from, or to the extent
subject thereto, comply with Section 409A of the Code and any regulations or guidance promulgated thereunder, and accordingly, to the
maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything
contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Company for purposes
of any payments under this Agreement which are subject to Section 409A of the Code until the Participant would be considered to have incurred
a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit
to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding
anything to the contrary in this Agreement, to the extent that any RSUs (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) constitute “deferred compensation” under Section 409A of the Code and are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such RSUs (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier).
The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section
409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
5
12.**Clawback/Recoupment**. The RSUs and any shares of Common Stock issued or cash paid in respect thereof shall be subject
to any clawback or recoupment policy adopted by the Company from time to time and any applicable law, government regulation or stock exchange
listing requirement mandating recovery of compensation.
13.**Electronic Delivery**. By the Participant’s acceptance hereof (whether written,
electronic, or otherwise), the Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper
format, the Participant accepts the electronic delivery of any documents that the Company, or any third party involved in administering
the Plan which the Company may designate, may deliver in connection with the RSUs granted hereunder (including the Plan, this Agreement,
any account statements, or other communications or information and any other information required to be delivered to the Participant pursuant
to applicable securities laws regarding the Company and the Subsidiaries and the RSUs) whether via the Company’s intranet or the
internet site of such third party administrator or via email or such other means of electronic delivery specified by the Company. The
Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line
or electronic system established and maintained by the Company or any third party involved in administering the Plan which the Company
may designate.
14.**Data Privacy**. The Participant acknowledges and consents to the collection, use, processing and transfer of personal
data as described herein. The Company and its Affiliates hold and may process certain personal information about the Participant, including
the Participant’s name, home address, email address, telephone number, date of birth, social security or other identification number,
salary, nationality, job title and details of all Awards granted, cancelled, vested, unvested or outstanding in the Participant’s
favor, for the purpose of implementing, administering and managing the Plan and this Agreement. The Participant understands that providing
the Company with the Participant’s personal information is necessary for the performance of this Agreement and that the Participant’s
refusal to provide such information may affect the Participant’s ability to participate in the Plan. The Company may transfer personal
data to third parties assisting in the implementation, administration and management of the Plan, including any transfer to a broker or
other third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.
6
---
## EXHIBIT 10.14
SEC source: [tm2513004d11_ex10-14.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-14.htm)
**Exhibit 10.14**
REFORMATION INC.
2026 OMNIBUS INCENTIVE PLAN
STOCK OPTION AGREEMENT
GRANT NOTICE
This Grant Notice and Award
Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”), dated as of
the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware corporation
(the “Company”), and the employee named below (the “Participant”). Any capitalized term that is
used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus Incentive Plan,
as may be amended and/or restated from time to time (the “Plan”).
Name of Participant: #ParticipantName#
Grant Date: [July , 2026]
Type of Option Nonqualified Stock Option
Number of Shares: #QuantityGranted#
Exercise Price Per Share: #ExercisePrice#
Vesting Schedule: 1/3 of the Options on the first anniversary of the Grant Date
Remaining 2/3 of the Options in equal quarterly installments on each of the eight (8) quarterly anniversaries of the Grant Date immediately following the first anniversary of the Grant Date (*i.e.*, year 2 and year 3)
Expiration Date: #ExpirationDate#
The Participant agrees to all
of the terms and conditions of this Agreement and in the Plan as evidenced by the Participant’s acknowledgement of this award in
the Company’s third party stock plan administrator’s system.
* * * * * * * *
**AWARD TERMS AND CONDITIONS**
1. **Grant of Option**. The Company hereby grants to the Participant an Option to purchase the number of Shares set forth
above at the Exercise Price Per Share set forth above, upon the terms and subject to the conditions set forth in this Agreement and the
Plan, a copy of which is being delivered to the Participant concurrently herewith and is made a part hereof as if fully set forth herein.
The Option is intended to be a Nonqualified Stock Option and *not* an Incentive Stock Option within the meaning of Section 422 of
the Code.
2.**Vesting**. Except as expressly provided in this Agreement, the Option shall vest and become exercisable in accordance
with the vesting schedule set forth above (each such vesting date, a “Vesting Date”), subject to the Participant’s
continued employment or service with the Company or an Affiliate through the applicable Vesting Date and the other provisions of this
Agreement and the Plan.
3.**Expiration**. The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or
the Plan.
4.**Termination**.
4.1Termination Generally. Except as otherwise set forth in this Agreement or any other agreement or arrangement with
the Company, if the Participant’s employment or service with the Company or its Subsidiaries terminates
for any reason prior to the final Vesting Date, then all rights of the Participant with respect to the portion of the Option that has
not vested shall immediately terminate and neither the Participant nor any of the Participant’s successors, heirs, assigns or personal
representatives shall thereafter have any further rights or interests in such unvested portion of the Option; provided that, if
the Participant’s employment or service with the Company or its Subsidiaries terminates due to death or Disability, by the Company
other than for Cause or by the Participant with Good Reason (as defined in the Company’s Change in Control and Severance Policy),
then the unvested Option shall remain outstanding for three months following the date of such termination solely for the purpose of determining
whether a Change in Control occurs during such three month period. If a Change in Control has not occurred within the three month period,
then all rights of the Participant with respect to the unvested Option shall immediately terminate and neither the Participant nor any
of the Participant’s successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests
in such unvested Option. Thereafter, the vested portion of the Option shall remain exercisable until the earlier of (a) the date three months following the termination of Participant's employment or service with the Company or its
Subsidiaries (or if the termination is due to death or Disability, by the Company other than for Cause or by the Participant with Good
Reason, then six months following the date of termination); provided that, if the last day of such exercise period occurs during, or within ten (10) business days prior to the start of, a contractual
lockup on the sale of Shares or a closed trading window, then the post-termination exercise period shall be extended until the date that
is thirty (30) days following the expiration of such restriction, or (b) the Expiration Date set forth above.
4.2Change in Control. If the Participant’s employment or service with the Company or
its Subsidiaries terminates due to death or Disability, by the Company other than for Cause or by the Participant with Good Reason (as
defined in the Company’s Change in Control and Severance Policy) during the period beginning three months prior to and ending twelve
months following a Change in Control, then any unvested portion of the Option shall become fully vested and exercisable immediately upon
the date of such termination of employment. Thereafter, the Option shall remain exercisable until the earlier of (a) the date six months
following the termination of Participant’s employment with the Company or its Subsidiaries; provided that, if the last day of such exercise period occurs during, or within ten (10) business days prior to the start of, a contractual
lockup on the sale of Shares or a closed trading window, then the post-termination exercise period shall be extended until the date that
is thirty (30) days following the expiration of such restriction, or (b) the Expiration Date set forth
above. Such vesting shall be subject to the Participant signing and not revoking the Release. Such vesting shall be subject to the Participant
signing and not revoking the Company’s then-standard separation agreement and release of claims (the “Release”).
2
5.**Manner of Exercise**. Subject to the terms and conditions of this Agreement and the Plan, the vested portion of the
Option may be exercised, in whole or in part, at any time and from time to time following the applicable Vesting Date(s) and prior to
the Expiration Date set forth above by delivery to the Company of a written or electronic notice of exercise specifying the number of
whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price for the Shares so purchased. Payment may
be made (a) in cash or its equivalent, (b) by means of any cashless exercise procedure approved by the Administrator (including the
withholding of Shares otherwise issuable upon exercise), (c) in the form of unrestricted Shares already owned by the Participant which
have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which the Option is being
exercised, (d) any other form of consideration approved by the Administrator and permitted by applicable law or (e) any combination
of the foregoing. No fraction of a Share shall be issuable upon exercise of the Option.
6.**Rights as a Stockholder**. The Participant will not be deemed for any purpose to be the owner of, or to have
any rights of a holder of, any Common Stock subject to the Option unless and until (a) the Option has been exercised in accordance with
the terms of this Agreement and the Participant pays any tax withholding due, (b) the Company has issued and delivered the shares of Common
Stock (whether or not certificated) to the Participant and (c) the Participant’s name, or the name of the Participant’s broker
or other nominee, has been entered as a holder of record on the books of the Company. Upon the occurrence of all of the foregoing events,
the Participant will have full ownership rights with respect to any such shares of Common Stock.
7.**Withholding**. The Company shall be entitled to take such action as the Company deems necessary or appropriate to satisfy
all such obligations for the payment of the applicable tax obligations with respect to the Option, including by requiring a cash payment,
authorizing any cashless exercise procedure or withholding from the number of Shares that would otherwise be issued upon exercise of the
Option the largest whole number of Shares with a Fair Market Value equal to the applicable tax obligations.
8.**No Sale or Transfer**. The Participant shall not sell, transfer, assign, grant a participation in, gift, hypothecate,
encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the Option or any portion thereof other than to the extent
permitted by Section 18 of the Plan.
9.**Incorporation of Plan**. This Agreement is made under the provisions of the
Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it.
10.**Restrictions on Common Stock**. The Company may impose such restrictions on any Common Stock issued in respect of this
Agreement as are required by applicable law, this Agreement, any applicable underwriting arrangements, or any Company policies that apply
to similarly situated employees, including, without limitation, minimum holding period requirements, restrictions under applicable federal
securities laws, restrictions under the requirements of any stock exchange or market upon which such Common Stock are then listed or traded
and restrictions under any “blue sky” or state securities laws applicable to such Common Stock.
3
11.**Other Agreements Superseded**. The Plan and this Agreement constitute the entire understanding, oral and written,
between the parties hereto with respect to the subject matter hereof regarding the Option. Any prior agreements, commitments or negotiations
concerning the Option are superseded, including, without limitation, any commitments to grant Options in lieu thereof in any offer letter
or employment or other service agreement by and between the Participant and an Affiliate or Subsidiary of the Company.
12.**General**.
12.1Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise
requires, any noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. The headings of the
sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and will not in any
way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,”
“herein,” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements
hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion will not be construed as terms of limitation
herein, so that references to “include,” “includes,” and “including” will not be limiting and will
be regarded as references to non-exclusive and non-characterizing illustrations.
12.2Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective permitted heirs, beneficiaries, successors and assigns. Neither this Agreement nor any of the rights,
interests or obligations hereunder may be assigned (a) by the Participant without the prior written consent of the Company or (b) by the
Company without the prior written consent of the Participant other than to a successor to all or substantially all of the assets of the
Company or by reason of operation of law.
12.3Governing Law. Except as to matters of U.S. federal law, this Agreement will be construed in accordance with and governed
by the laws of the State of Delaware, without regard to principles of conflicts of law.
12.4Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and
if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible.
4
12.5Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified
or supplemented, in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by any
party hereto of any provision of this Agreement will not operate or be construed as a waiver of such breach by any other party hereto,
except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure
on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect
hereof at law or in equity, will operate as a waiver thereof, nor will any single or partial exercise of such right, power or remedy by
such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
12.6Right of Offset. The Company has the right to offset against its obligation to deliver Common Stock under this Agreement,
any undisputed outstanding amounts (including, without limitation, travel and entertainment, advance account balances, loans or amounts
repayable to the Company pursuant to tax equalization, housing, automobile or other programs) that the Participant then owes to the Company,
provided that the Participant is first offered the opportunity to pay cash for such outstanding amounts.
12.7Counterparts. This Agreement may be accepted or executed by .pdf or facsimile signatures and in any number of counterparts
with the same effect as if all signatory parties had signed the same document. All counterparts will be construed together and will constitute
one and the same instrument.
12.8No Right to Continued Employment. This Agreement will not confer upon the Participant any right with respect to continued
employment or a continued business relationship with the Company or any Affiliate thereof, nor will it interfere in any way with the right
of the Company or any Affiliate thereof to terminate the employment of such Participant at any time (without limiting the terms and conditions
of any agreement to which the Participant may be party or plan or arrangement under which the Participant may be covered with the Company
or any of its Affiliates).
12.9Acknowledgment. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms
and provisions thereof as the same may be amended from time to time. The Participant hereby acknowledges that the Participant has reviewed
each of this Agreement and the Plan and understands the Participant’s rights and obligations thereunder. The Participant also acknowledges
that the Participant has been provided with such information concerning the Company and this Agreement as the Participant and the Participant’s
advisors have requested.
12.10Section 409A. The intent of the parties is that payments and benefits under this Agreement be exempt from, or to the extent
subject thereto, comply with Section 409A of the Code and any regulations or guidance promulgated thereunder, and accordingly, to the
maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything
contained herein to the contrary, the Participant shall not be considered to have terminated employment with the Company for purposes
of any payments under this Agreement which are subject to Section 409A of the Code until the Participant would be considered to have incurred
a “separation from service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit
to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. The
Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section
409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
5
13.**Clawback/Recoupment**. The Option and any shares of Common Stock issued in
respect thereof shall be subject to any clawback or recoupment policy adopted by the Company from time to time and any applicable law,
government regulation or stock exchange listing requirement mandating recovery of compensation.
14.**Electronic Delivery**. By the Participant’s acceptance hereof (whether written,
electronic or otherwise), the Participant agrees, to the fullest extent permitted by law, that in lieu of receiving documents in paper
format, the Participant accepts the electronic delivery of any documents that the Company, or any third party involved in administering
the Plan which the Company may designate, may deliver in connection with the Option granted hereunder (including the Plan, this Agreement,
any account statements or other communications or information and any other information required to be delivered to the Participant pursuant
to applicable securities laws regarding the Company and the Subsidiaries and the Option) whether via the Company’s intranet or the
internet site of such third party administrator or via email or such other means of electronic delivery specified by the Company. The
Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line
or electronic system established and maintained by the Company or any third party involved in administering the Plan which the Company
may designate.
15.**Data Privacy**. The Participant acknowledges and consents to the collection, use, processing and transfer of personal
data as described herein. The Company and its Affiliates hold and may process certain personal information about the Participant, including
the Participant’s name, home address, email address, telephone number, date of birth, social security or other identification number,
salary, nationality, job title and details of all Awards granted, cancelled, vested, unvested or outstanding in the Participant’s
favor, for the purpose of implementing, administering and managing the Plan and this Agreement. The Participant understands that providing
the Company with the Participant’s personal information is necessary for the performance of this Agreement and that the Participant’s
refusal to provide such information may affect the Participant’s ability to participate in the Plan. The Company may transfer personal
data to third parties assisting in the implementation, administration and management of the Plan, including any transfer to a broker or
other third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.
6
---
## EXHIBIT 10.15
SEC source: [tm2513004d11_ex10-15.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-15.htm)
**Exhibit 10.15**
**REFORMATION INC.**
**2026 OMNIBUS INCENTIVE PLAN**
**DIRECTOR RESTRICTED STOCK UNIT AGREEMENT**
**GRANT NOTICE**
This
Grant Notice and Award Terms and Conditions (including any attachments hereto, as applicable) (collectively, this “Agreement”),
dated as of the grant date set forth below (the “Grant Date”), is made by and between Reformation Inc., a Delaware
corporation (the “Company”), and the director named below (the “Participant”). Any capitalized
term that is used but not defined in this Agreement shall have the meaning ascribed to such term in the Reformation Inc. 2026 Omnibus
Incentive Plan, as may be amended and/or restated from time to time (the “Plan”).
Name of Participant: #ParticipantName#
Grant Date: [July , 2026]
Number of RSUs: #QuantityGranted#
Vesting Schedule 100% on the earlier of the first anniversary of the Grant Date and the next Annual Meeting of Stockholders
The Participant agrees to all of the terms and conditions of this Agreement
and in the Plan as evidenced by the Participant’s acknowledgement of this award in the Company’s third party stock plan administrator’s
system.
* * * * * * * *
**AWARD TERMS AND CONDITIONS**
1.**Grant
of Restricted Stock Units**. The Company hereby grants to the Participant the number of restricted stock units (the “RSUs”)
set forth above, upon the terms and subject to the conditions set forth in this Agreement and the Plan, a copy of which is being delivered
to the Participant concurrently herewith and is made a part hereof as if fully set forth herein. Each RSU represents the right of the
Participant to receive one (1) share of Common Stock in accordance with, and subject to, the terms of this Agreement and the Plan.
2.**Vesting**.
Except as expressly provided in this Agreement, the RSUs shall vest in accordance with the vesting schedule set forth above (each such
vesting date, a “Vesting Date”), subject to the Participant’s continued employment with the Company or an Affiliate
through the applicable Vesting Date and the other provisions of this Agreement and the Plan.
3.**Termination**.
Except as otherwise set forth in this Agreement or any other agreement or arrangement with the Company, if the Participant’s service
with the Company or its Subsidiaries terminates for any reason prior to the final Vesting Date, then all rights of the Participant with
respect to RSUs that have not vested shall immediately terminate and neither the Participant nor any of the Participant’s successors,
heirs, assigns or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.
4.**Change
in Control**. In the event of a Change in Control, the RSUs that have not vested or terminated as of the date of the Change in Control
will immediately vest.
5. **Settlement**. Within sixty (60) days following the applicable Vesting Date, the Company will, in settlement of each
RSU that is vested and outstanding as of the applicable Vesting Date, issue to the Participant one (1) share of Common Stock. Notwithstanding
the foregoing, if the Company is in a closed trading window for the duration of such sixty (60) day period, settlement may be delayed
by the Company until the earlier of (i) the date that the Company is in an open trading window or (ii) March 15 of the year following
the year in which the applicable Vesting Date occurs (or such other date as does not result in accelerated taxation or tax penalties under
Section 409A of the Code).
6.**Rights
as a Stockholder**. The Participant will not be deemed for any purpose to be the owner of, or to have any rights of a holder of,
any Common Stock underlying any RSUs granted hereunder unless and until (a) the RSUs are settled in the form of shares of Common
Stock in accordance with the terms of this Agreement and the Participant pays any tax withholding due, (b) the Company has issued
and delivered the shares of Common Stock (whether or not certificated) to the Participant, and (c) the Participant’s name,
or the name of the Participant’s broker or other nominee, has been entered as a holder of record on the books of the Company. Upon
the occurrence of all of the foregoing events, the Participant will have full ownership rights with respect to any such shares of Common
Stock.
7.**Tax
Matters**. The Participant acknowledges and agrees that the Participant (and not the Company) shall be responsible for any tax liability
that may arise as a result of payment of the RSUs. The Company shall not be required to withhold any amounts in respect of any such taxes.
8.**No
Sale or Transfer**. The Participant shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage,
create any lien, pledge, exchange or otherwise dispose of the RSUs or any portion thereof other than to the extent permitted by Section 18
of the Plan.
2
9. **Incorporation of Plan**. This Agreement is made under the provisions of the
Plan (which is incorporated herein by reference) and shall be interpreted in a manner consistent with it.
10. **Restrictions on Common Stock**. The Company may impose such restrictions on any Common Stock issued in respect of this
Agreement as are required by applicable law, this Agreement, any applicable underwriting arrangements, or any Company policies that apply
to similarly situated directors of the Company, including, without limitation, minimum holding period requirements, restrictions under
applicable federal securities laws, restrictions under the requirements of any stock exchange or market upon which such Common Stock are
then listed or traded and restrictions under any “blue sky” or state securities laws applicable to such Common Stock.
11.**Other
Agreements Superseded**. The Plan and this Agreement constitute the entire understanding, oral and written, between the parties
hereto with respect to the subject matter hereof regarding the RSUs. Any prior agreements, commitments or negotiations concerning the
RSUs are superseded, including, without limitation, any commitments to grant RSUs or cash in lieu thereof in any offer letter or employment
or other service agreement by and between the Participant and an Affiliate or Subsidiary of the Company.
12.**General**.
12.1Interpretive
Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any
noun or pronoun will be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs,
subparagraphs, clauses, and subclauses of this Agreement are for convenience of reference only and will not in any way affect the meaning
or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein,” and
similar terms refer to this Agreement as a whole (including the exhibits, schedules, and disclosure statements hereto), and references
herein to Sections refer to Sections of this Agreement. Words of inclusion will not be construed as terms of limitation herein, so that
references to “include,” “includes,” and “including” will not be limiting and will be regarded as
references to non-exclusive and non-characterizing illustrations.
12.2Binding
Effect; Assignment; Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto
and their respective permitted heirs, beneficiaries, successors and assigns. Neither this Agreement nor any of the rights, interests,
or obligations hereunder may be assigned (a) by the Participant without the prior written consent of the Company or (b) by the
Company without the prior written consent of the Participant other than to a successor to all or substantially all of the assets of the
Company or by reason of operation of law.
3
12.3Governing
Law. Except as to matters of U.S. federal law, this Agreement will be construed in accordance with and governed by the laws of the
State of Delaware, without regard to principles of conflicts of law.
12.4Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of
any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable,
(b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part
hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision,
there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.
12.5Amendments
and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, or supplemented,
in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by any party hereto of any
provision of this Agreement will not operate or be construed as a waiver of such breach by any other party hereto except as otherwise
explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of
any party to exercise, and no delay in exercising, any right, power, or remedy hereunder, or otherwise available in respect hereof at
law or in equity, will operate as a waiver thereof, nor will any single or partial exercise of such right, power, or remedy by such party
preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
12.6Right
of Offset. The Company has the right to offset against its obligation to deliver Common Stock under this Agreement, any undisputed
outstanding amounts (including, without limitation, travel and entertainment, advance account balances, loans, or amounts repayable to
the Company pursuant to tax equalization, housing, automobile, or other programs) that the Participant then owes to the Company, provided
that the Participant is first offered the opportunity to pay cash for such outstanding amounts.
12.7Counterparts.
This Agreement may be accepted or executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if
all signatory parties had signed the same document. All counterparts will be construed together and will constitute one and the same instrument.
12.8No
Right to Continued Service. This Agreement will not confer upon the Participant any right with respect to continued service or a continued
business relationship with the Company or any Affiliate thereof, nor will it interfere in any way with the right of the Company or any
Affiliate thereof to terminate the service of such Participant at any time (without limiting the terms and conditions of any agreement
to which the Participant may be party or plan or arrangement under which the Participant may be covered with the Company or any of its
Affiliates).
4
12.9Acknowledgment.
The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the
same may be amended from time to time. The Participant hereby acknowledges that the Participant has reviewed each of this Agreement and
the Plan and understands the Participant’s rights and obligations thereunder. The Participant also acknowledges that the Participant
has been provided with such information concerning the Company and this Agreement as the Participant and the Participant’s advisors
have requested.
12.10Section 409A.
The intent of the parties is that payments and benefits under this Agreement be exempt from, or to the extent subject thereto, comply
with Section 409A of the Code and any regulations or guidance promulgated thereunder, and accordingly, to the maximum extent permitted,
this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary,
the Participant shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement
which are subject to Section 409A of the Code until the Participant would be considered to have incurred a “separation from
service” from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided
under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding
anything to the contrary in this Agreement, to the extent that any RSUs (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) constitute “deferred compensation” under Section 409A of the Code and are payable
upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed
under Section 409A of the Code, the settlement and payment of such RSUs (or other amounts) shall instead be made on the first business
day after the date that is six (6) months following such separation from service (or upon the Participant’s death, if earlier).
The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A
of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. The Participant shall
be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.
13.**Clawback/Recoupment**.
The RSUs and any shares of Common Stock issued or cash paid in respect thereof shall be subject to any clawback or recoupment policy adopted
by the Company from time to time and any applicable law, government regulation or stock exchange listing requirement mandating recovery
of compensation.
14.**Electronic
Delivery**. By the Participant’s acceptance hereof (whether written, electronic, or otherwise), the Participant agrees, to
the fullest extent permitted by law, that in lieu of receiving documents in paper format, the Participant accepts the electronic delivery
of any documents that the Company, or any third party involved in administering the Plan which the Company may designate, may deliver
in connection with the RSUs granted hereunder (including the Plan, this Agreement, any account statements, or other communications or
information and any other information required to be delivered to the Participant pursuant to applicable securities laws regarding the
Company and the Subsidiaries and the RSUs) whether via the Company’s intranet or the internet site of such third party administrator
or via email or such other means of electronic delivery specified by the Company. The Participant hereby consents to receive such documents
by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the
Company or any third party involved in administering the Plan which the Company may designate.
15.**Data
Privacy**. The Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described
herein. The Company and its Affiliates hold and may process certain personal information about the Participant, including the Participant’s
name, home address, email address, telephone number, date of birth, social security or other identification number, salary, nationality,
job title and details of all Awards granted, cancelled, vested, unvested or outstanding in the Participant’s favor, for the purpose
of implementing, administering and managing the Plan and this Agreement. The Participant understands that providing the Company with the
Participant’s personal information is necessary for the performance of this Agreement and that the Participant’s refusal to
provide such information may affect the Participant’s ability to participate in the Plan. The Company may transfer personal data
to third parties assisting in the implementation, administration and management of the Plan, including any transfer to a broker or other
third party with whom the Participant may elect to deposit any shares of Common Stock acquired under the Plan.
5
---
## EXHIBIT 10.16
SEC source: [tm2513004d11_ex10-16.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-16.htm)
**Exhibit 10.16**
**REFORMATION INC.**
**CHANGE IN CONTROL & SEVERANCE POLICY**
This Change in Control and
Severance Policy (the “**Policy**”) is designed to provide certain protections to a select group of key employees of **LYMI
Inc (d/b/a The Reformation)**, a wholly owned subsidiary of Reformation Inc. (collectively, “**Reformation**” or the
“**Company**”) or any of its subsidiaries in connection with a Change in Control of the Company or in connection with
the involuntary termination of their employment under the circumstances described in this Policy. The Policy is designed to be an “employee
welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended
(“**ERISA**”)), and this document is both the formal plan document and the required summary plan description for the Policy.
**Term**: This Policy will have an initial
term of three years commencing on the date of the effectiveness (the “**Effective Date**”) of the registration statement
relating to the Company’s initial public offering (the “**Initial Term**”). On the third anniversary of the Effective
Date and every one year thereafter, this Policy will renew automatically for an additional three-year term (each an “**Additional
Term**”), unless the Company provides each Eligible Employee written notice of non-renewal at least 90 days prior to the date
of automatic renewal. Notwithstanding the foregoing provisions, if (a) a Change in Control occurs when there are fewer than 12 months
remaining during the Initial Term or an Additional Term, the term of this Policy will extend automatically through the date that is 12
months following the effective date of such Change in Control, or (b) if an initial occurrence of an act or omission by the Company
constituting the grounds for Good Reason (as defined below) has occurred (the “**Initial Grounds**”), and the expiration
date of the Cure Period (as defined below) with respect to such Initial Grounds could occur on or following the expiration of the Initial
Term or an Additional Term, then the term of this Policy with respect to an Eligible Employee with Initial Grounds will extend automatically
through the date that is 60 days following the expiration of such cure period, but such extension of the term shall only apply with respect
to the Initial Grounds. If an Eligible Employee becomes entitled to benefits under this Policy during the term of this Policy, the Policy
will not terminate until all of the obligations of the parties hereto with respect to this Policy have been satisfied.
**Eligible Employee**: An individual is only
eligible for protection under this Policy if he or she is an Eligible Employee and complies with its terms (including any terms in the
employee’s Participation Agreement (as defined below)). To be an “**Eligible Employee**,” an employee must (a) have
been designated by the Compensation Committee of the Board (the “**Compensation Committee**”) as eligible to participate
in the Policy and (b) have executed a participation agreement in the form attached hereto as Exhibit A (a “**Participation
Agreement**”).
**Policy Benefits**: An Eligible Employee
will be eligible to receive the payments and benefits set forth in this Policy and his or her Participation Agreement if his or her employment
with the Company or any of its subsidiaries terminates as a result of a Qualified Termination. The amount and terms of any Equity Vesting,
Salary Severance, Bonus Severance, and COBRA Payment that an Eligible Employee may receive on his or her Qualified Termination will depend
on whether his or her Qualified Termination is a COC Qualified Termination or a Non-COC Qualified Termination. All benefits under this
Policy payable on a Qualified Termination will be subject to the Eligible Employee’s compliance with the Release Requirement and
any timing modifications required to avoid adverse taxation under Section 409A.
**Equity Vesting**: On a Qualified Termination,
the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each
of the Eligible Employee’s then-outstanding time-based equity awards (including any awards for which a performance vesting trigger
has been satisfied) will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance
of doubt, no more than 100% of the shares subject to the outstanding portion of an equity award may vest and become exercisable under
this provision).
In the case of equity awards still subject to
performance-based vesting, the treatment of such awards upon a Change in Control and/or Qualifying Termination shall be set forth in the
individual performance-based award agreement.
Notwithstanding the Equity Vesting provision provided
above, in the event of a Change in Control in which the acquiring or successor entity does not assume, continue, or substitute an Eligible
Employee’s then-outstanding equity awards on substantially equivalent terms, then immediately prior to (and contingent upon) the
consummation of such Change in Control, 100% of the then-unvested shares subject to each of the Eligible Employee’s then-outstanding
time-based equity awards will vest and, in the case of options and stock appreciation rights, become exercisable.
**Salary Severance**: On a Qualified Termination,
an Eligible Employee will be eligible to receive salary severance payment(s) equal to the applicable percentage (set forth in his
or her Participation Agreement) of his or her Base Salary. The Eligible Employee’s salary severance payment(s) will be paid
in cash at the time(s) specified in his or her Participation Agreement.
**Bonus Severance**: On a Qualified Termination,
an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to his or her annual bonus in the amount
set forth in his or her Participation Agreement. The Eligible Employee’s bonus severance payment(s) will be paid in cash at
the time(s) specified in his or her Participation Agreement.
**COBRA Payment**: Upon a Qualified Termination,
if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay or reimburse the
Eligible Employee for the cost of such continuation coverage for the Eligible Employee and any eligible dependents that were covered under
the Company’s health care plans immediately prior to the date of his or her eligible termination until the earliest of (a) the
end of the applicable period set forth in the Eligible Employee’s Participation Agreement, (b) the date upon which the Eligible
Employee and/or the Eligible Employee’s eligible dependents become covered under similar plans or (c) the date upon which the
Eligible Employee ceases to be eligible for coverage under COBRA (the “**COBRA Coverage**”).
**Non-Duplication of Payment or
Benefits**: If (a) an Eligible Employee’s Qualified Termination occurs prior to a Change in Control that qualifies
Eligible Employee for severance payments and benefits payable on a Non-COC Qualified Termination under this Policy and (b) a Change in Control occurs within the 3-month period following Eligible Employee’s Qualified Termination that
qualifies Eligible Employee for the superior severance payments and benefits payable on a COC Qualified Termination under this
Policy, then (i) the Eligible Employee will cease receiving any further payments or benefits under this Policy in connection
with his or her Non-COC Qualified Termination and (ii) the Equity Vesting, Salary Severance, Bonus Severance, and COBRA
Payment, as applicable, otherwise payable upon a COC Qualified Termination under this Policy will be paid, and will be offset by the
corresponding payments or benefits the Eligible Employee already received under this Policy in connection with his or her Non-COC
Qualified Termination.
- 2 -
**Death of Eligible
Employee**: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive under this Policy
have been paid, such unpaid amounts will be paid to his or her designated beneficiary, if living, or otherwise to his or her personal
representative in a lump-sum payment as soon as possible following his or her death.
**Recoupment**:
If the Company discovers within 6 months after the Eligible Employee’s termination date that grounds for the termination of the
Eligible Employee’s employment for Cause existed, then the Eligible Employee will not receive any further payments or benefits under
this Policy and, to the extent permitted under applicable laws, will be required to repay to the Company any payments or benefits he or
she received under the Policy.
**Release**:
The Eligible Employee’s receipt of any severance payments or benefits upon his or her Qualified Termination under this Policy is
subject to the Eligible Employee signing and not revoking the Company’s then-standard separation agreement containing the release
of claims (the “**Release**” and such requirement, the “**Release
Requirement**”), which must become effective and irrevocable no later than the 60th day following the Eligible Employee’s
Qualified Termination (the “**Release Deadline**”). The Release shall not include
any additional restrictive covenants beyond what the Eligible Employee was already subject to at the time of the Qualified Termination.
If the Release does not become effective and irrevocable by the Release Deadline, the Eligible Employee will forfeit any right to severance
payments or benefits under this Policy. In no event will severance payments or benefits under the Policy be paid or provided until the
Release actually becomes effective and irrevocable.
Notwithstanding any other payment schedule set
forth in this Policy or the Eligible Employee’s Participation Agreement, none of the severance payments and benefits payable upon
such Eligible Employee’s Qualified Termination under this Policy will be paid or otherwise provided prior to the 60th day following
the Eligible Employee’s Qualified Termination. Except as otherwise set forth in an Eligible Employee’s Participation Agreement
or to the extent that payments are delayed under the paragraph below entitled “Section 409A,” on the first regular payroll
pay day following the 60th day following the Eligible Employee’s Qualified Termination, the Company will pay or provide the Eligible
Employee the severance payments and benefits that the Eligible Employee would otherwise have received under this Policy on or prior to
such date, with the balance of such severance payments and benefits being paid or provided as originally scheduled.
- 3 -
**Section 409A**:
The Company intends that all payments and benefits provided under this Policy or otherwise are exempt from, or to the extent not
exempt, to comply with, the requirements of Section 409A of the Code and any guidance promulgated thereunder (collectively,
“**Section 409A**”) so that none of the payments or benefits will be
subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with
this intent. No payment or benefits to be paid to an Eligible Employee, if any, under this Policy or otherwise, when considered
together with any other severance payments or separation benefits that are considered deferred compensation under Section 409A
(together, the “**Deferred Payments**”) will be paid or otherwise provided until such Eligible Employee has a
“separation from service” within the meaning of Section 409A. If, at the time
of the Eligible Employee’s termination of employment, the Eligible Employee is a “specified employee” within
the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the
imposition of the additional tax imposed under Section 409A, which generally means that the Eligible Employee will receive
payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following his or her termination of
employment. The Company reserves the right to amend the Policy as it deems necessary or advisable, in its sole discretion and
without the consent of any Eligible Employee or any other individual, solely to comply with any provision required to avoid the
imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A
prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable
under this Policy is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2).
In no event will the Company reimburse any Eligible Employee for any taxes that may be imposed on him or her as a result of
Section 409A.
**Parachute Payments**:
**Reduction of Severance
Benefits.** Notwithstanding anything set forth herein to the contrary, if any payment or benefit that an Eligible Employee would
receive from the Company or any other party whether in connection with the provisions herein or otherwise (the
“**Payment**”) would (a) constitute a “parachute payment” within the meaning of Section 280G of
the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the
“**Excise Tax**”), then such Payment will be equal to the Best Results Amount. The “**Best Results
Amount**” will be either (x) the full amount of such Payment or (y) such lesser amount as would result in no
portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable
federal, state and local employment taxes, income taxes and the Excise Tax, results in the Eligible Employee’s receipt, on an
after-tax basis, of the greater amount notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If
a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount,
reduction will occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards;
reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such
acceleration of vesting will be cancelled in the reverse order of the date of grant of the Eligible Employee’s equity awards
unless the Eligible Employee elects in writing a different order for cancellation. The Eligible Employee will be solely responsible for the payment of all personal tax liability
that is incurred as a result of the payments and benefits received under this Policy, and the Eligible Employee will not be
reimbursed by the Company for any such payments.
- 4 -
**Determination of Excise Tax
Liability.** The Company will select a national accounting firm to make all of the determinations required to be made under these
paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the
Company and the Eligible Employee prior to the date on which the event that triggers the Payment occurs if administratively
feasible, or subsequent to such date if events occur that result in parachute payments to the Eligible Employee at that time. For
purposes of making the calculations required under these paragraphs relating to parachute payments, the firm may make reasonable
assumptions and approximations concerning applicable taxes, and may rely on reasonable, good faith determinations concerning the
application of the Code. The Company and the Eligible Employee will furnish to the firm such information and documents as the firm
may reasonably request in order to make a determination under these paragraphs relating to parachute payments. The Company will bear
all costs the firm may reasonably incur in connection with any calculations contemplated by these paragraphs relating to parachute
payments. Any such determination by the firm will be binding upon the Company and the Eligible Employee, and the Company will have
no liability to the Eligible Employee for the determinations of the firm.
**Administration**: The Policy will be administered
by the Compensation Committee or its delegate (in each case, an “**Administrator**”) in good faith. The Administrator will
have full discretion to administer and interpret the Policy. Any decision made or other action taken by the Administrator in good faith
with respect to the Policy and any good faith interpretation by the Administrator of any term or condition of the Policy, or any related
document, will be conclusive and binding on all persons and be given the maximum possible deference allowed by law. The Administrator
is the “plan administrator” of the Policy for purposes of ERISA and will be subject to the fiduciary standards of ERISA when
acting in such capacity.
**Exclusive Benefits**: Except as may be set
forth in an Eligible Employee’s Participation Agreement or any agreement entered into between an Eligible Employee and the Company
after the date of the Eligible Employee’s Participation Agreement, this Policy is intended to be the only agreement between the
Eligible Employee and the Company regarding any Change in Control or severance payments or benefits to be paid to the Eligible Employee
on account of a Qualifying Termination. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and
waives any rights to any benefits on a Qualifying Termination or Change in Control benefits set forth in any employment agreement, offer
letter, and/or equity award agreement existing on the date the Eligible Employee signs the Participation Agreement, except as set forth
in this Policy and in the Eligible Employee’s Participation Agreement.
**Tax Withholding**: All payments and benefits
under this Policy will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits
all federal, state, local and/or foreign taxes required to be withheld therefrom and any other required payroll deductions. The Company
will not pay any Eligible Employee’s taxes arising from or relating to any payments or benefits under this Policy.
**Amendment or Termination**: The Board
or the Compensation Committee may amend or terminate the Policy at any time, without advance notice to any Eligible Employee or
other individual and without regard to the effect of the amendment or termination on any Eligible Employee or on any other
individual. Notwithstanding the preceding, no amendment or
termination of the Policy (for the avoidance of doubt, including the non-renewal of the Policy or the termination of the Policy by
the lapsing of the Initial Term or an Additional Term) will be made if such amendment or reduction would reduce the benefits
provided hereunder or impair an Eligible Employee’s eligibility under the Policy (unless the affected Eligible Employee
consents to such amendment or termination), except that the Board or the Compensation Committee may unilaterally and without consent
of any Eligible Employee make any such amendments that are necessary to comply with applicable laws. Any action to amend or terminate the Policy will be taken in a non-fiduciary capacity.
- 5 -
**Claims Procedure**: Any Eligible Employee
who believes he or she is entitled to any payment under the Policy may submit a claim in writing to the Administrator. If the claim is
denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and referring
to the provisions of the Policy on which the denial is based. The notice will also describe any additional information needed to support
the claim and the Policy’s procedures for appealing the denial. The denial notice will be provided within 90 days after the claim
is received. If special circumstances require an extension of time (up to 90 days), written notice of the extension will be given within
the initial 90-day period. This notice of extension will indicate the special circumstances requiring the extension of time and the date
by which the Administrator expects to render its decision on the claim.
**Appeal Procedure**: If the claimant’s
claim is denied, the claimant (or his or her authorized representative) may apply in writing to the Administrator for a review of the
decision denying the claim. Review must be requested within 60 days following the date the claimant received the written notice of their
claim denial or else the claimant loses the right to review. The claimant (or representative) then has the right to review and obtain
copies of all documents and other information relevant to the claim, upon request and at no charge, and to submit issues and comments
in writing. The Administrator will provide written notice of the decision on review within 60 days after it receives a review request.
If additional time (up to 60 days) is needed to review the request, the claimant (or representative) will be given written notice of the
reason for the delay. This notice of extension will indicate the special circumstances requiring the extension of time and the date by
which the Administrator expects to render its decision. If the claim is denied (in full or in part), the claimant will be provided a written
notice explaining the specific reasons for the denial and referring to the provisions of the Policy on which the denial is based. The
notice will also include a statement that the claimant will be provided, upon request and free of charge, reasonable access to, and copies
of, all documents and other information relevant to the claim and a statement regarding the claimant’s right to bring an action
under Section 502(a) of ERISA.
**Successors**: Any successor to the Company
of all or substantially all of the Company’s business and/or assets (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or other transaction) will assume the obligations under the Policy and agree expressly to perform the obligations
under the Policy in the same manner and to the same extent as the Company would be required to perform such obligations in the absence
of a succession. For all purposes under the Policy, the term “Company” will include any successor to the Company’s business
and/or assets which becomes bound by the terms of the Policy by operation of law, or otherwise.
**Applicable Law**: The provisions of the Policy
will be construed, administered, and enforced in accordance with ERISA and, to the extent applicable, the internal substantive laws of
the state of California (but not its conflict of laws provisions).
**Definitions**: Unless otherwise defined in
an Eligible Employee’s Participation Agreement, the following terms will have the following meanings for purposes of this Policy
and the Eligible Employee’s Participation Agreement:
“**Base Salary**”
means the Eligible Employee’s annual base salary as in effect immediately prior to his or her Qualified Termination (or if the
termination is due to a resignation for Good Reason based on a material reduction in base salary, then the Eligible Employee’s
annual base salary in effect immediately prior to such reduction) or, if the Eligible Employee’s Qualified Termination is a
COC Qualified Termination and such amount is greater, at the level in effect immediately prior to the Change in Control.
- 6 -
“**Board**” means the Board of Directors of the Company.
“**Cause**” means (i) an act
of fraud or material dishonesty made by Eligible Employee in connection with Eligible Employee’s responsibilities as an employee;
(ii) Eligible Employee’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud or embezzlement;
(iii) Eligible Employee’s gross misconduct; (iv) Eligible Employee’s unauthorized use or disclosure of any proprietary
information or trade secrets of the Company or any other party to whom Eligible Employee owes an obligation of nondisclosure as a result
of Eligible Employee’s relationship with the Company; (v) Eligible Employee’s willful breach of any material obligations
under any written agreement or covenant with the Company; (vi) Eligible Employee’s material failure to cooperate in good faith
with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has reasonably requested
Eligible Employee’s cooperation; or (vii) Eligible Employee’s continued failure (other than due to illness or injury)
to perform Eligible Employee’s material employment duties after Eligible Employee has received a written demand of performance from
the Company (or the Board, with respect to the Chief Executive Officer) which specifically sets forth the factual basis for the Company’s
(or the Board’s, with respect to the Chief Executive Officer) belief that Eligible Employee has not substantially performed the
material duties and has failed to cure such non-performance to the Company’s (or the Board’s, with respect to the Chief Executive
Officer) satisfaction within 30 days after receiving such notice. Notwithstanding the foregoing, to the extent curable, no act or omission
shall be Cause unless the Company (or the Board, with respect to the Chief Executive Officer) has provided written notice to the Eligible
Employee, within 30 days after the Company (or the Board, with respect to the Chief Executive Officer) first becomes aware of the act
or omission giving rise to Cause, of the factual basis for the Company’s (or the Board’s, with respect to the Chief Executive
Officer) determination, and the Eligible Employee has failed to reasonably cure such act or omission within 30 days after receiving such
notice. Any determination by the Company (or the Board, with respect to the Chief Executive Officer) that the employment of an Eligible
Employee was terminated with or without Cause for the purposes of the Plan will be made in good faith and shall have no effect upon any
determination of the rights or obligations of the Company or the Eligible Employee for any other purpose.
“**Change in Control**” has the
meaning ascribed to such term in the Company’s 2026 Omnibus Incentive Plan.
“**Change in Control Period**”
will mean the period beginning 3-months (or 6-months, with respect to the Chief Executive Officer) prior to a Change in Control and ending
12 months following a Change in Control.
“**COBRA**” means the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended.
“**Code**” means the Internal Revenue Code of 1986,
as amended.
- 7 -
“**Disability**” means the total
and permanent disability as defined in Section 22(e)(3) of the Code unless the Company maintains a long-term disability plan
at the time of the Eligible Employee’s termination, in which case, the determination of disability under such plan also will be
considered “Disability” for purposes of this Policy.
“**Exchange Act**” means the Securities and Exchange
Act of 1934, as amended.
“**Good Reason**” means the Eligible
Employee’s termination of his or her employment in accordance with the next sentence after the occurrence of one or more of the
following events without the Eligible Employee’s express written consent: (a) a material reduction of the Eligible Employee’s
duties, authorities, or responsibilities relative to the Eligible Employee’s duties, authorities, or responsibilities in effect
immediately prior to such reduction (for the avoidance of doubt, a change in title by itself shall not be considered a material reduction
of the Eligible Employee’s duties, authorities, or responsibilities); (b) a material reduction by the Company in the Eligible
Employee’s rate of annual base salary; provided, however, that, a one-time reduction of annual base salary of not more than 10%
that also applies to substantially all other similarly situated executives of the Company will not constitute “Good Reason”;
(c) a material change in the geographic location of the Eligible Employee’s primary work facility or location; provided, that
a relocation of less than 35 miles from the Eligible Employee’s then present location will not be considered a material change in
geographic location; (d) the Company’s material breach of any written agreement between the Eligible Employee and the Company;
or (e) the failure of a successor to assume the obligations under this Policy. In order for the Eligible Employee’s termination
of his or her employment to be for Good Reason, the Eligible Employee must first provide the Company (or the Board, with respect to the
Chief Executive Officer) with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90
days after the initial existence of the grounds for “Good Reason” and a cure period of 30 days following the date of written
notice (the “**Cure Period**”), such grounds must not have been cured during such time, and the Eligible Employee must
terminate his or her employment within 30 days following the Cure Period.
“**Qualified Termination**” has
a meaning set forth in an Eligible Employee’s Participation Agreement.
- 8 -
**Additional Information**:
**Plan Name:** Change in Control and Severance Policy
**Plan Sponsor:** Reformation Inc.
**Identification Numbers:** [\*\*\*]
**Plan Year:** Company’s Fiscal Year
**Plan Administrator:** Reformation Inc.
*Attention:* General Counsel
**Agent for Service of Legal Process:** **Reformation Inc.**
*Attention:* General Counsel
Service of process may also be made upon the Plan Administrator.
**Type of Plan** Severance Plan/Employee Welfare Benefit Plan
**Plan Costs** The cost of the Policy is paid by the Company.
**Statement of ERISA Rights**:
Eligible Employees have certain rights and protections under ERISA:
They may examine (without charge) all
Policy documents, including any amendments and copies of all documents filed with the U.S. Department of Labor, such as the Policy’s
annual report (Internal Revenue Service Form 5500). These documents are available for review in the Company’s Human Resources
Department.
They may obtain copies of all Policy
documents and other Policy information upon written request to the Plan Administrator. A reasonable charge may be made for such copies.
In addition to creating rights for
Eligible Employees, ERISA imposes duties upon the people who are responsible for the operation of the Policy. The people who operate
the Policy (called “fiduciaries”) have a duty to do so prudently and in the interests of Eligible Employees. No one,
including the Company or any other person, may fire or otherwise discriminate against an Eligible Employee in any way to prevent
them from obtaining a benefit under the Policy or exercising rights under ERISA. If an Eligible Employee’s claim for a
severance benefit is denied, in whole or in part, they must receive a written explanation of the reason for the denial. An Eligible
Employee has the right to have the denial of their claim reviewed. (The claim review procedure is explained above.)
- 9 -
Under ERISA, there are steps Eligible Employees
can take to enforce the above rights. For instance, if an Eligible Employee requests materials and does not receive them within 30 days,
they may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay the
Eligible Employee up to $110 a day until they receive the materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator. If an Eligible Employee has a claim which is denied or ignored, in whole or in part, he or she may
file suit in a state or federal court. If it should happen that an Eligible Employee is discriminated against for asserting their rights,
he or she may seek assistance from the U.S. Department of Labor, or may file suit in a federal court.
In any case, the court will decide who will pay
court costs and legal fees. If the Eligible Employee is successful, the court may order the person sued to pay these costs and fees. If
the Eligible Employee loses, the court may order the Eligible Employee to pay these costs and fees, for example, if it finds that the
claim is frivolous.
If an Eligible Employee has any questions regarding
the Policy, please contact the Plan Administrator. If an Eligible Employee has any questions about this statement or about their rights
under ERISA, they may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare
Benefits Administration), U.S. Department of Labor, listed in the telephone directory, or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C. 20210. An Eligible
Employee may also obtain certain publications about their rights and responsibilities under ERISA by calling the publications hotline
of the Employee Benefits Security Administration.
- 10 -
---
## EXHIBIT 10.17
SEC source: [tm2513004d11_ex10-17.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-17.htm)
**Exhibit 10.17**
**Chief Executive Officer**
**EXHIBIT A**
**Change in Control and Severance Policy
Participation Agreement**
This Participation Agreement
(“**Agreement**”) is made and entered into by and between **Hali Borenstein** on the one hand, and Reformation Inc.
(the “**Company**”) on the other.
You have been designated
as eligible to participate in the Policy, a copy of which is attached hereto, under which you are eligible to receive the following severance
payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.
For purposes of this Agreement
under the Policy, a “**Qualified Termination**” means a termination of the Eligible Employee’s employment:
(i)either
(A) by the Company other than for Cause, death, or Disability or (B) by you for Good Reason, in either case, during the Change
in Control Period (a “**COC Qualified Termination**”) or
(ii)either
(A) by the Company other than for Cause, death, or Disability or (B) by you for Good Reason, in either case, outside of the
Change in Control Period (a “**Non-COC Qualified Termination**”).
For purposes of this Agreement
under the Policy, if you retain the title of Chief Executive Officer, but such title relates to an entity that is now a subsidiary or
business unit of another entity or an entity whose securities are not traded on a national stock market or stock exchange such event
shall be deemed to form the basis for your resignation for “**Good Reason**” and are hereby incorporated by reference
into the definition of “**Good Reason**”.
**Non-COC Qualified Termination**
If your Qualified Termination
is a Non-COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy, including
without limitation, the Release Requirement:
- **Salary Severance:** Severance payment equal to 12 months of your then-current Base Salary, payable in equal installments over the 12-month period following your Qualified Termination, in accordance with the Company’s regular payroll procedures.
- **Prior Year Bonus:** To the extent not yet paid, a lump sum severance payment equal to the annual bonus for the fiscal year prior to the year in which your Qualified Termination occurs, based on actual performance, payable at the time other continuing employees are paid their annual bonuses.
- **Bonus Severance:** A lump sum payment equal to a pro-rated portion of your target annual bonus for the fiscal year in which your Qualified Termination occurs, equal to (x) the target annual bonus amount *multiplied by* (y) a fraction, the numerator of which is the number of days you were employed by the Company during such fiscal year and the denominator of which is the total number of days in such fiscal year, payable at the time that annual bonuses are paid by the Company generally.
- 1 -
- **COBRA Payment:** The Company shall pay or reimburse you for your COBRA continuation coverage for 12 months (or such shorter period as provided in the Policy).
- **Equity Vesting**: The treatment of your equity awards and any benefits associated with the equity you may receive in the event of a Non-COC Qualified Termination shall be set forth under the terms of applicable equity award agreement(s) between you and the Company, which terms shall govern and control the treatment of such equity awards
**COC Qualified Termination**
If your Qualified Termination
is a COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy, including
without limitation, the Release Requirement:
- **Salary Severance:** Severance payment equal to 150% of your Base Salary, payable in a lump-sum on the first regular payroll date following the Release Deadline.
- **Prior Year Bonus:** To the extent not yet paid, a lump sum severance payment equal to the annual bonus for the fiscal year prior to the year in which your Qualified Termination occurs, based on actual performance, payable at the time other continuing employees are paid their annual bonuses.
- **Bonus Severance:** 150% of your target annual bonus as in effect for the fiscal year in which your Qualified Termination occurs, payable in a lump sum on the first regular payroll date following the Release Deadline.
- **COBRA Payment:** The Company shall pay or reimburse you for your COBRA continuation coverage for 18 months (or such shorter period as provided in the Policy).
- **Equity Vesting**: The treatment of your equity awards and any benefits associated with the equity you may receive in the event of a COC Qualified Termination shall be set forth under the terms of applicable equity award agreement(s) between you and the Company, which terms shall govern and control the treatment of such equity awards.
**Other Provisions**
You agree that the Policy
and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior representations, understandings,
undertakings or agreements (whether oral or written and whether expressed or implied) of the parties.
This Agreement may be executed
in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
- 2 -
By its signature below, each of the parties signifies
its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized officer effective as of the last date
set forth below.
Reformation Inc. HALI BORENSTEIN
By: /s/ Kelly Rew Porter Signature: /s/ Hali Borenstein
| Date: | 7/17/2026 | Date: | 7/17/2026 |
| --- | --- | --- | --- |
***[Signature Page of the Participation
Agreement]***
- 3 -
---
## EXHIBIT 10.18
SEC source: [tm2513004d11_ex10-18.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-18.htm)
**Exhibit 10.18**
**Executive Leadership**
**EXHIBIT A**
**Change in Control
and Severance Policy
Participation Agreement**
This
Participation Agreement (“**Agreement**”) is made and entered into by and between [NAME] (“**you**” or the “**Eligible Employee**”) on the one hand, and **Reformation Inc.** (the “**Company**”)
on the other.
You
have been designated as eligible to participate in the Policy, a copy of which is attached hereto, under which you are eligible to receive
the following severance payments and benefits upon a Qualified Termination, subject to the terms and conditions of the Policy.
For
purposes of this Agreement under the Policy, a “Qualified Termination” means a termination of the Eligible Employee’s
employment:
(i) either
(A) by the Company other than for Cause, death, or Disability or (B) by you for Good Reason, in either case, during the Change
in Control Period (a “**COC Qualified Termination**”) or
(ii) either
(A) by the Company other than for Cause, death, or Disability or (B) by you for Good Reason, in either case, outside of the
Change in Control Period (a “**Non-COC Qualified Termination**”).
**Non-COC Qualified Termination**
If
your Qualified Termination is a Non-COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance
with the Policy, including without limitation, the Release Requirement:
- **Salary Severance:** Severance payment equal to 6-months of your then-current Base Salary, payable in equal installments over the 6-month period following your Qualified Termination, in accordance with the Company’s regular payroll procedures.
- **Prior Year Bonus:** To the extent not yet paid, a lump sum severance payment equal to the annual bonus for the fiscal year prior to the year in which your Qualified Termination occurs, based on actual performance, payable at the time other continuing employees are paid their annual bonuses.
- **Bonus Severance:** Provided that the Qualified Termination occurs on or after June 1 of the applicable fiscal year, a lump sum payment equal to a pro-rated portion of your target annual bonus for the fiscal year in which your Qualified Termination occurs, equal to (x) the target annual bonus amount *multiplied by* (y) a fraction, the numerator of which is the number of days you were employed by the Company during such fiscal year and the denominator of which is the total number of days in such fiscal year, payable at the time that annual bonuses are paid by the Company generally
- 1 -
- **COBRA Payment:** The Company shall pay or reimburse you for your COBRA continuation coverage for up to 6 months (or such shorter period as provided in the Policy).
**COC Qualified Termination**
If
your Qualified Termination is a COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance
with the Policy, including without limitation, the Release Requirement:
- **Salary Severance:** Severance payment equal to 100% of your Base Salary, payable in a lump-sum on the first regular payroll date following the Release Deadline.
- **Prior Year Bonus:** To the extent not yet paid, a lump sum severance payment equal to the annual bonus for the fiscal year prior to the year in which your Qualified Termination occurs, based on actual performance, payable at the time other continuing employees are paid their annual bonuses.
- **Bonus Severance:** You will receive your target annual bonus as in effect for the fiscal year in which your Qualified Termination occurs, payable in a lump sum on the first regular payroll date following the Release Deadline.
- **COBRA Payment:** The Company shall pay or reimburse you for your COBRA continuation coverage for up to 12 months (or such shorter period as provided in the Policy).
- **Equity Vesting**: The treatment of your equity awards and any benefits associated with the equity you may receive in the event of a COC Qualified Termination shall be set forth under the terms of applicable equity award agreement(s) between you and the Company, which terms shall govern and control the treatment of such equity awards.
**Other Provisions**
You
agree that the Policy and the Agreement constitute the entire agreement of the parties hereto and supersede in their entirety all prior
representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties.
This
Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and
the same instrument.
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By its signature
below, each of the parties signifies its acceptance of the terms of this Agreement, in the case of the Company by its duly authorized
officer effective as of the last date set forth below.
Reformation Inc. [ELIGIBLE EMPLOYEE]
By: Signature:
Date: Date:
***[Signature
Page of the Participation Agreement]***
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---
## EXHIBIT 10.19
SEC source: [tm2513004d11_ex10-19.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-19.htm)
**Exhibit 10.19**
**REFORMATION INC.**
**OUTSIDE DIRECTOR COMPENSATION POLICY**
(Adopted on July 10, 2026; effective upon
the effectiveness of the registration statement relating to Reformation Inc.’s initial public offering)
Reformation Inc. (the “Company”) believes
that providing cash and equity compensation to its members of the Board of Directors (the “Board,” and members of the
Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees
of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is
intended to formalize the Company’s policy regarding the compensation to its Outside Directors. Unless otherwise defined herein,
capitalized terms used in this Policy will have the meaning given to such terms in the Company’s 2026 Omnibus Incentive Plan (the
“Plan”), or if the Plan is no longer in place, the meaning given to such terms or any similar terms in the equity plan
then in place. Each Outside Director will be solely responsible for any tax obligations incurred by such Outside Director as a result
of the equity and cash payments such Outside Director receives under this Policy.
Subject to Section 8
of this Policy, this Policy was effective as of the Effective Date.
1. Cash
Compensation.
(a) Annual
Cash Retainer
Each Outside Director will
be paid an annual cash retainer of $60,000. There are no per-meeting attendance fees for attending Board meetings. This cash compensation
will be paid annually on, or as soon as practicable, following the first trading day after the date of the annual meeting of the Company’s
stockholders following the Effective Date (“Annual Meeting”), in advance. If an Outside Director’s initial start
date (the “Start Date”) occurs between Annual Meetings, they will instead automatically be granted a pro-rated cash
retainer based on their Start Date. The value of any pro-rated cash retainer, if applicable, will be calculated by multiplying $60,000
by a fraction: (x) the numerator is the number of full months from the Start Date until the one-year anniversary of the most recent
Annual Meeting and (y) the denominator is 12.
(b) Committee
Annual Cash Retainer
Effective as of the Effective
Date, each Outside Director who serves as the chair of the Board, the lead Outside Director, or the chair or a member of a committee of
the Board, as applicable, listed below will be eligible to earn additional annual cash fees to be paid annually on, or as soon as practicable,
following the first trading day after the Annual Meeting as follows (the “Committee Retainer”):
| Chair of the Board | $50,000 |
| --- | --- |
| Chair of Audit Committee: | $20,000 |
| Member of Audit Committee: | $10,000 |
| Chair of Compensation Committee: | $10,000 |
| Member of Compensation Committee: | $5,000 |
| Chair of Nominating Committee: | $10,000 |
| Member of Nominating Committee: | $5,000 |
For clarity, each Outside
Director who serves as the chair of a committee shall receive only the additional annual Committee Retainer as the chair of the committee,
and not the applicable Committee Retainer as a member of the committee. If an Outside Director’s Start Date occurs between Annual
Meetings, they will instead automatically be granted a pro-rated Committee Retainer based on their Start Date. The value of any pro-rated
Committee Retainer, if applicable, will be calculated by multiplying the applicable Committee Retainer amount by a fraction: (x) the
numerator is the number of full months from the Start Date until the one-year anniversary of the most recent Annual Meeting and (y) the
denominator is 12.
(c) Election
to receive cash retainers in RSUs
Each Outside Director may,
subject to the Company’s approval, elect to receive his or her cash retainers in the form of fully vested restricted stock units.
Such electing Outside Director will be granted a fully-vested restricted stock unit award (the “Annual Retainer Award”)
having a Value (as defined below) equal to the portion of the annual cash retainer and/or any committee annual cash retainer that the
Outside Director would have received absent an election, rounded down to the nearest whole share. For each electing Outside Director,
the Annual Retainer Award will automatically be granted on or as soon as practicable (x) following the first trading day after the
Annual Meeting date or (y) if such Director’s Start Date occurs between Annual Meetings, on or as soon as practicable following
their Start Date. The Company will solicit elections in an open window for insider trading purposes. An election shall auto-renew
unless the Outside Director revokes the election. Each election must remain in place for a minimum of a full fiscal year.
2. Equity
Compensation. Outside Directors will be eligible to receive all types of Awards (except ISOs) under the Plan (or the applicable
equity plan in place at the time of grant), including discretionary Awards not covered under this Policy. All grants of Awards to Outside
Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein,
and will be made in accordance with the following provisions:
(a) No
Discretion. No person will have any discretion to select which Outside Directors will be granted any Awards under this Policy
or to determine the number of Shares to be covered by such Awards.
(b) Initial
Annual Award. Each Outside Director who is a member of the Board on the Effective Date will be granted the Initial Annual Award of
restricted stock units (the “Initial Award”) covering a number of Shares having a Value of $140,000 upon the Effective Date.
Subject to Section 3 of this Policy, each Initial Award will vest on the one-year anniversary of the Effective Date.
(c) (i) Annual
Awards. On the date of each Annual Meeting, each Outside Director will be automatically granted an Award of restricted stock units
(an “Annual Award”) covering a number of Shares having a Value of $140,000, rounded down to the nearest whole Share.
(ii) Pro-Rated Annual Awards.
If an Outside Director’s initial start date (the “Start Date”) occurs between Annual Meetings, they will instead automatically
be granted a pro-rated award on their Start Date (a “Pro Rated Award”). The value of the Pro-Rated Award will be calculated
by multiplying $140,000 by a fraction: (x) the numerator is the number of full months from the Start Date until the one-year anniversary
of the most recent Annual Meeting and (y) the denominator is 12.
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(iii) Vesting.
Subject to Section 3 of this Policy and the Outside Director’s continued service through the applicable vesting date, each
(A) Annual Award will vest on the earlier of (x) the one-year anniversary of the date the Annual Award is granted and (y) the
day prior to the date of the Annual Meeting next following the date the Annual Award is granted and (B) Pro-Rated Award will vest
in full at the next Annual Meeting following the Start Date.
(d) Value.
For purposes of this Policy, “Value” means the average of the closing trading price of the Company’s common stock
for the 30 calendar days ending the day prior to the date of grant.
(e) Deferral.
Outside Directors will be permitted to defer the settlement of Awards granted under this Section 2 in accordance with a deferral
election made in accordance with Section 409A.
3. Change
in Control. In the event of a Change in Control, each Outside Director’s Awards accelerate.
4. Travel
Expenses. Each Outside Director’s reasonable, customary and documented travel expenses to Board or Board committee meetings
will be reimbursed by the Company.
5. Additional
Provisions. All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.
6. Section 409A.
In no event will cash compensation or expense reimbursement payments under this Policy be paid after the later of (i) 15th day of
the 3rd calendar month following the end of the Company’s fiscal year in which the compensation is earned or expenses are incurred,
as applicable, or (ii) 15th day of the 3rd calendar month following the end of the calendar year in which the compensation is earned
or expenses are incurred, as applicable, in compliance with the “short-term deferral” exception under Section 409A of
the Internal Revenue Code of 1986, as amended, and the final regulations and guidance thereunder, as may be amended from time to time
(together, “Section 409A”). It is the intent of this Policy that this Policy and all payments hereunder be exempt
from or otherwise comply with the requirements of Section 409A so that none of the compensation to be provided hereunder will be
subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be
so exempt or comply. In no event will the Company reimburse an Outside Director for any taxes imposed or other costs incurred as a result
of Section 409A.
7. Revisions.
The Board may amend, alter, suspend or terminate this Policy at any time and for any reason. No amendment, alteration, suspension or termination
of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded,
unless otherwise mutually agreed between the Outside Director and the Company. Termination of this Policy will not affect the Board’s
or the Compensation Committee’s ability to exercise the powers granted to it under the Plan with respect to Awards granted under
the Plan pursuant to this Policy prior to the date of such termination.
3
---
## EXHIBIT 10.20
SEC source: [tm2513004d11_ex10-20.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-20.htm)
**Exhibit 10.20**
**REFORMATION INC**
**EXECUTIVE INCENTIVE COMPENSATION PLAN**
1. Purposes
of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (i) perform
to the best of their abilities and (ii) achieve the Company’s objectives.
2. Definitions.
(a) “Actual
Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject
to the Committee’s authority under Section 3(d) to modify the award.
(b) “Affiliate”
means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.
(c) “Board”
means the Board of Directors of the Company.
(d) “Bonus
Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Committee establishes
the Bonus Pool for each Performance Period.
(e) “Code”
means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include
such section or regulation, any valid regulation promulgated thereunder, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
(f) “Committee”
means the committee appointed by the Board (pursuant to Section 5) to administer the Plan. Unless and until the Board otherwise
determines, the Board’s Compensation Committee will administer the Plan.
(g) “Company”
means Reformation Inc., or any successor thereto, and “Company Group” means the Company and any Parents, Subsidiaries, and
Affiliates.
(h) “Disability”
means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee
from time to time.
(i) “Employee”
means any executive, officer, or other employee of the Company or of an Affiliate, whether such individual is so employed at the time
the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.
(j) “Fiscal
Year” means the fiscal year of the Company.
(k) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
(l) “Participant”
means as to any Performance Period, an Employee who has been selected by the Committee for participation in the Plan for that Performance
Period.
(m) “Performance
Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award,
as determined by the Committee in its sole discretion. A Performance Period may be divided into one or more shorter periods if, for example,
but not by way of limitation, the Committee desires to measure some performance criteria over 12 months and other criteria over 3 months.
(n) “Plan”
means this Executive Incentive Compensation Plan, as set forth in this instrument (including any appendix attached hereto) and as hereafter
amended from time to time.
(o) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f), in relation
to the Company.
(p) “Target
Award” means the target award, at 100% of target level performance achievement, payable under the Plan to a Participant for
the Performance Period, as determined by the Committee in accordance with Section 3(b).
3. Selection
of Participants and Determination of Awards.
(a) Selection
of Participants. The Committee, in its sole discretion, will select the Employees who will be Participants for any Performance Period.
Participation in the Plan is in the sole discretion of the Committee, on a Performance Period by Performance Period basis. Accordingly,
an Employee who is a Participant for a given Performance Period in no way is guaranteed or assured of being selected for participation
in any subsequent Performance Period or Performance Periods.
(b) Determination
of Target Awards. The Committee, in its sole discretion, will establish a Target Award for each Participant (which may be expressed
as a percentage of a Participant’s average annual base salary for the Performance Period or a fixed dollar amount or such other
amount or based on such other formula as the Committee determines).
(c) Bonus
Pool. Each Performance Period, the Committee, in its sole discretion, will establish a Bonus Pool, which pool may be established
before, during or after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool.
(d) Discretion
to Modify Awards. Notwithstanding any contrary provision of the Plan, the Committee may, in its sole discretion and at any time,
(i) increase, reduce or eliminate a Participant’s Actual Award, and/or (ii) increase, reduce or eliminate the amount
allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, in the Committee’s discretion. The Committee
may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and will not be
required to establish any allocation or weighting with respect to the factors it considers.
2
(e) Discretion
to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, will determine
the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation, annual recurring
revenue, attainment of research and development milestones, bookings, business divestitures and acquisitions, cash flow, cash flow
from operations, cash position, contract awards or backlog, committed annual recurring revenue, current remaining performance obligation,
customer renewals, customer retention rates from an acquired company, subsidiary, business unit or division, customer success (including
by any customer success metric such as NPS), earnings (which may include earnings before interest and taxes, earnings before taxes,
and net taxes), earnings per share, expenses, gross margin, growth in stockholder value relative to the moving average of the S&P
500 Index or another index, internal rate of return, market share, net income, net new annual contract value, net profit, net retention,
net sales, new product development, new product invention or innovation, number of customers, operating cash flow, operating expenses,
operating income, operating margin, overhead or other expense reduction, product release timelines, productivity, profit, remaining
performance obligation, retained earnings, return on assets, return on capital, return on invested capital, return on equity, return
on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder
return, working capital, workplace diversity metrics, and individual objectives such as peer reviews or other subjective or objective
criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles (“GAAP”)
or non-GAAP results and any actual results may be adjusted by the Committee for one-time items or unbudgeted or unexpected items and/or
payments of Actual Awards under the Plan when determining whether the performance goals have been met. The goals may be on the basis
of any factors the Committee determines relevant, and may be on an individual, divisional, business unit, segment or Company-wide basis.
Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, (A) in
absolute terms, (B) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio
or matrix), (C) in relative terms (including, but not limited to, results for other periods, passage of time and/or against another
company or companies or an index or indices), (D) on a per-share basis, (E) against the performance of the Company as a whole
or a segment of the Company and/or (F) on a pre-tax or after-tax basis. The performance goals may differ from Participant to Participant
and from award to award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in Section 3(d).
The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead
will be granted (if at all) at the sole discretion of the Committee.
4. Payment
of Awards.
(a) Right
to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company. Nothing in this Plan will be construed
to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured general creditor
with respect to any payment to which he or she may be entitled.
(b) Timing
of Payment. Payment of each Actual Award shall be made as soon as practicable after the end of the Performance Period to which the
Actual Award relates and after the Actual Award is approved by the Committee, but in no event later than the later of (i) the 15th
day of the third month of the Fiscal Year immediately following the Fiscal Year in which the Participant’s Actual Award is first
no longer subject to a substantial risk of forfeiture, and (ii) March 15 of the calendar year immediately following the calendar
year in which the Participant’s Actual Award is first no longer subject to a substantial risk of forfeiture. Unless otherwise determined
by the Committee, to earn an Actual Award a Participant must be employed by the Company or any Affiliate on the date the Actual Award
is paid.
3
It is the intent that this
Plan be exempt from or comply with the requirements of Code Section 409A so that none of the payments to be provided hereunder will
be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted to be so exempt
or so comply. Each payment under this Plan is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(c) Form of
Payment. Each Actual Award generally will be paid in cash (or its equivalent) in a single lump sum. The Committee reserves the right,
in its sole discretion, to settle an Actual Award with a grant of an equity award under the Company’s then-current equity compensation
plan, which equity award may have such terms and conditions, including vesting, as the Committee determines in its sole discretion.
(d) Payment
in the Event of Death or Disability. If a Participant dies or is terminated due to his or her Disability prior to the payment of
an Actual Award the Committee has determined will be paid for a prior Performance Period, the Actual Award will be paid to his or her
estate or to the Participant, as the case may be, subject to the Committee’s discretion to reduce or eliminate any Actual Award
otherwise payable.
5. Plan
Administration.
(a) Committee
is the Administrator. The Plan will be administered by the Committee. The Committee will consist of not less than 2 members of the
Board. The members of the Committee will be appointed from time to time by, and serve at the pleasure of, the Board.
(b) Committee
Authority. It will be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee
will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not
limited to, the power to (i) determine which Employees will be granted awards, (ii) prescribe the terms and conditions of awards,
(iii) interpret the Plan and the awards, (iv) adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (v) adopt rules for
the administration, interpretation and application of the Plan as are consistent therewith, and (vi) interpret, amend or revoke
any such rules.
(c) Decisions
Binding. All determinations and decisions made by the Committee, the Board, and/or any delegate of the Committee pursuant to the
provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law.
(d) Delegation
by Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part
of its authority and powers under the Plan to one or more directors and/or officers of the Company.
(e) Indemnification.
Each person who is or will have been a member of the Committee will be indemnified and held harmless by the Company against and from
(i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under the Plan or any award, and (ii) from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding
against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification will not be exclusive of
any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws,
by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.
4
6. General
Provisions.
(a) Tax
Withholding. The Company (or the Affiliate employing the applicable Employee) will withhold all applicable taxes from any Actual
Award, including any federal, state and local taxes (including, but not limited to, the Participant’s FICA and SDI obligations).
(b) No
Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company (or the Affiliate
employing the applicable Employee) to terminate any Participant’s employment or service at any time, with or without cause. For
purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates)
will not be deemed a termination of employment. Employment with the Company and its Affiliates is on an at-will basis only. The Company
expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise
occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that
such treatment might have upon him or her as a Participant.
(c) Forfeiture
Events.
(i) Clawback
Policy; Applicable Laws. All awards under the Plan will be subject to reduction, cancellation, forfeiture, or recoupment in accordance
with any clawback policy that the Company Group is required to adopt pursuant to the listing standards of any national securities exchange
or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and
Consumer Protection Act or other applicable laws. In addition, the Committee may impose such other clawback, recovery or recoupment provisions
with respect to an award under the Plan as the Committee determines necessary or appropriate, including without limitation a reacquisition
right in respect of previously acquired cash, stock, or other property provided with respect to an award. Unless this Section 6(c) is
specifically mentioned and waived in a written agreement between a Participant and a member of the Company Group or other document, no
recovery of compensation under a clawback policy will give the Participant the right to resign for “good reason” or “constructive
termination” (or similar term) under any agreement with a member of the Company Group.
(ii) Additional
Forfeiture Terms. The Committee may specify when providing for an award under the Plan that the Participant’s rights, payments,
and benefits with respect to the award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified
events, in addition to any otherwise applicable vesting or performance conditions of the award. Such events may include, without limitation,
termination of the Participant’s status as an Employee for “cause” or any act by a Participant, whether before or after
the Participant’s status as an Employee terminates, that would constitute “cause.”
5
(iii) Accounting
Restatements. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as
a result of misconduct, with any financial reporting requirement under the securities laws, then any Participant who knowingly or through
gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant
who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, will reimburse
the Company Group the amount of any payment with respect to an award earned or accrued during the twelve (12) month period following
the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever first occurred) of the financial document
embodying such financial reporting requirement.
(d) Participation.
No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive
a future award.
(e) Successors.
All obligations of the Company under the Plan, with respect to awards granted hereunder, will be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Company.
(f) Beneficiary
Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested
but unpaid award will be paid in the event of the Participant’s death. Each such designation will revoke all prior designations
by the Participant and will be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation,
any vested benefits remaining unpaid at the Participant’s death will be paid to the Participant’s estate.
(g) Nontransferability
of Awards. No award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution, or to the limited extent provided in Section 6(e). All rights with respect
to an award granted to a Participant will be available during his or her lifetime only to the Participant.
7. Amendment,
Termination, and Duration.
(a) Amendment,
Suspension, or Termination. The Board or the Committee, in its sole discretion, may amend or terminate the Plan, or any part thereof,
at any time and for any reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant,
alter or impair any rights or obligations under any Actual Award theretofore earned by such Participant. No award may be granted during
any period of suspension or after termination of the Plan.
(b) Duration
of Plan. The Plan will commence on the date first adopted by the Board or the Committee, and subject to Section 7(a) (regarding
the Board’s and/or the Committee’s right to amend or terminate the Plan), will remain in effect thereafter until terminated.
8. Legal
Construction.
(a) Gender
and Number. Except where otherwise indicated by the context, any masculine term used herein also will include the feminine; the plural
will include the singular and the singular will include the plural.
6
(b) Severability.
In the event any provision of the Plan will be held illegal or invalid for any reason, the illegality or invalidity will not affect the
remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision had not been included.
(c) Requirements
of Law. The granting of awards under the Plan will be subject to all applicable laws, rules and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be required.
(d) Governing
Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of California, but without
regard to its conflict of law provisions.
(e) Bonus
Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulation 2510.3-2(c) and
will be construed and administered in accordance with such intention.
(f) Captions.
Captions are provided herein for convenience only, and will not serve as a basis for interpretation or construction of the Plan.
7
---
## EXHIBIT 10.21
SEC source: [tm2513004d11_ex10-21.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-21.htm)
**Exhibit 10.21**
**REFORMATION INC.**
**INDEMNIFICATION AGREEMENT**
This Indemnification Agreement
(this “***Agreement***”) is dated as of [*insert date*], and is between Reformation Inc., a Delaware corporation
(the “***Company***”), and [*insert name of indemnitee*] (“***Indemnitee***”).
**RECITALS**
A. Indemnitee’s
service to the Company substantially benefits the Company.
B. Individuals
are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate
protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.
C. Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate
under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.
D. In
order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to
contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.
E. This
Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and
bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement
be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.
The parties therefore agree
as follows:
1. **Definitions.**
(a) A
“***Change in Control***” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:
(i) *Acquisition
of Stock by Third Party.* Any Person (as defined below) becomes the Beneficial Owner (as defined below), directly or indirectly, of
securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding
securities;
(ii) *Change
in Board Composition.* During any period of two consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than a
director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i),
1(a)(iii) or 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period
or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the
members of the Company’s board of directors;
(iii) *Corporate
Transactions.* The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and
with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
(iv) *Liquidation.* The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets; and
(v) *Other
Events.* Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended,
whether or not the Company is then subject to such reporting requirement.
For purposes of this Section 1(a),
the following terms shall have the following meanings:
(1) “***Person***”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; *provided,
however,* that “***Person***” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company.
(2) “***Beneficial
Owner***” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; *provided, however,* that “***Beneficial Owner***” shall exclude any Person otherwise becoming a Beneficial Owner
by reason of (i) the stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s
board of directors approving a sale of securities by the Company to such Person.
(b) “***Corporate
Status***” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee,
agent or fiduciary of the Company or any other Enterprise.
(c) “***DGCL***”
means the General Corporation Law of the State of Delaware.
(d) “***Disinterested
Director***” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.
(e) “***Enterprise***”
means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member,
officer, employee, agent or fiduciary.
-2-
(f) “***Expenses***”
include all reasonable and actually incurred attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all
other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses
incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 12(d),
Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this
Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(g) “***Independent
Counsel***” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material to
either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “***Independent Counsel***” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.
(h) “***Proceeding***”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as
of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise
by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee
or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that
he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee,
agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability
or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.
(i) Reference
to “***other enterprises***” shall include employee benefit plans; references to “***fines***”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “***serving at the
request of the Company***” shall include any service as a director, officer, employee or agent of the Company which imposes
duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “***not opposed to the best
interests of the Company***” as referred to in this Agreement.
2. **Indemnity
in Third-Party Proceedings.** The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted
by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
-3-
3. **Indemnity
in Proceedings by or in the Right of the Company.** The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3
in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable
to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem
proper.
4. **Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.** To the extent that Indemnitee is a party to or a participant in and is
successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.
5. **Indemnification
for Expenses of a Witness.** To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
6. **Additional Indemnification.**
(a) Notwithstanding
any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if
Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of
the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.
-4-
(b) For
purposes of Section 6(a), the meaning of the phrase “***to the fullest extent permitted by applicable law***”
shall include, but not be limited to:
(i) the
fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the
corresponding provision of any amendment to or replacement of the DGCL; and
(ii) the
fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that
increase the extent to which a corporation may indemnify its officers and directors.
7. **Exclusions.** Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection
with any Proceeding (or any part of any Proceeding):
(a) for
which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise,
except with respect to any excess beyond the amount paid;
(b) for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement
arrangements);
(c) for
any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by Indemnitee from the sale of securities of the Company, in either case as required under any clawback or compensation recovery policy
adopted by the Company, applicable securities exchange and association listing requirements, including, without limitation, those adopted
in accordance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and/or the Securities Exchange Act of 1934,
as amended (including, without limitation, any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002 (the “***Sarbanes-Oxley Act***”), or the payment to the Company
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act),
if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(d) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or
the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise
required by applicable law; or
(e) if prohibited by applicable law.
8. **Advances
of Expenses.** The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition,
and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt by the
Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee
in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice).
Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee
hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding
(or any part of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part
of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to be indemnified
by the Company.
-5-
9. **Procedures for Notification and Defense of Claim.**
(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses
as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company shall
include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee
to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under
this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent
that such failure or delay materially prejudices the Company.
(b) If,
at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the
Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all
commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.
(c) In
the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume
the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or
delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel
by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or expenses
of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of
the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel
to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company
or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of
any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to
perform its indemnification obligations or (iv) the Company shall not have retained, or shall not continue to retain, counsel to
defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of
any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal
expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the
right of the Company.
(d) Indemnitee
shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.
-6-
(e) The
Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s
prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
(f) The
Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without
Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
10. **Procedures upon Application for Indemnification.**
(a) To
obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request will not relieve
the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.
(b) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s entitlement
thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion
to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall
not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board
of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though
less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors or, if such Disinterested
Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors, a copy of which shall be delivered
to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders of the Company. If it is determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days after such determination. Indemnitee
shall cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged
or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.
(c) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the
Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising
him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after
such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection
to such selection; *provided*, *however*, that such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without
merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof
and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or
Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by
the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
-7-
(d) The
Company agrees to pay the reasonable fees and expenses of any Independent Counsel.
11. **Presumptions and Effect of Certain Proceedings.**
(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement, and the
Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption.
(b) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of *nolo contendere* or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption
that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests
of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was
unlawful.
(c) Neither
the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.
12. **Remedies of Indemnitee.**
(a) Subject
to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10
of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition
of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination
has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4,
5 and 12(d) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company
or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any
litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be
provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or
her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an
award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single
arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding
seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence
such proceeding pursuant to this Section 12(a); *provided, however,* that the foregoing clause shall not apply in respect of
a proceeding brought by Indemnitee to enforce his or her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration in accordance with this Agreement.
-8-
(b) Neither
(i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel
or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has
met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or
subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall
have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a *de novo* trial, or arbitration,
on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving
Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.
(c) To
the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination
shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) To
the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection
with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and
officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if
requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the Company
of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.
-9-
(e) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to
the final disposition of the Proceeding.
13. **Contribution.** To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments,
fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement,
in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and
(ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with
such events and transactions.
14. **Non-exclusivity.** The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or
bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware law,
whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under
the Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein
or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
15. **Primary
Responsibility.** The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s board of directors
at the request or direction of an investment fund or other entity and/or certain of its affiliates (collectively, the “***Secondary
Indemnitors***”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary
Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts
required to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation
of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company obligations.
To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director,
trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, the Company waives
any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities for which the Company is primarily
responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of amounts otherwise required to be indemnified
or advanced by the Company under the Company’s certificate of incorporation or bylaws or this Agreement, the Secondary Indemnitors
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee for indemnification or advancement of
expenses under the Company’s certificate of incorporation or bylaws or this Agreement or, to the extent such subrogation is unavailable
and contribution is found to be the applicable remedy, shall have a right of contribution with respect to the amounts paid; *provided,
however,* that the foregoing sentence will be deemed void if and to the extent that it would violate any applicable insurance policy.
The Secondary Indemnitors are express third-party beneficiaries of the terms of this Section 15.
-10-
16. **No
Duplication of Payments.** The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment
for such amounts under any insurance policy, contract, agreement or otherwise.
17. **Insurance.** To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general
partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be
covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable
position.
18. **Subrogation.** In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.
19. **Services
to the Company.** Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director,
trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is duly
elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any time and
for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law),
in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall
not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically
acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee may be discharged
at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided in any executed,
written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing formal severance
policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the Company, the Company’s
certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification thereof. Indemnitee acknowledges
that Indemnitee serves as an officer of the Company. Indemnitee consents to be identified as an officer of the Company for purposes of
Section 3114(b) of the DGCL. Indemnitee acknowledges that (a) Indemnitee is deemed to have consented to the appointment
of the registered agent of the Company (or, if there is none, the Delaware Secretary of State) as an agent upon whom service of process
may be made in all civil actions or proceedings brought in the State of Delaware, by or on behalf of, or against the Company, in which
Indemnitee is a necessary or proper party, or in any action or proceeding against Indemnitee for violation of a duty in Indemnitee’s
capacity as an officer of the Company, whether or not Indemnitee continues to serve as an officer at the time suit is commenced; and (b) Indemnitee’s
acceptance of appointment, or Indemnitee’s service, as an officer of the Company shall be a signification of Indemnitee’s
consent that any process when so served shall be of the same legal force and validity as if served upon Indemnitee within the State of
Delaware and such appointment of the registered agent of the Company (or, if there is none, the Delaware Secretary of State) shall be
irrevocable.
-11-
20. **Duration.** This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have ceased
to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent
or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any
appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any
proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.
21. **Successors.** This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor, by purchase,
merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, and shall inure to the benefit
of Indemnitee and Indemnitee’s heirs, executors and administrators.
22. **Severability.** Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this
Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the
extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the
fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested thereby.
23. **Enforcement.** The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in
order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon
this Agreement in serving as a director or officer of the Company.
24. **Entire
Agreement.** This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject
matter hereof; *provided*, *however*, that this Agreement is a supplement to and in furtherance of the Company’s certificate
of incorporation and bylaws and applicable law.
25. **Modification
and Waiver.** No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties
hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver
of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall any
waiver constitute a continuing waiver.
-12-
26. **Notices.** All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if
to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of this
Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if
to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 5801 S. 2nd St., Vernon,
CA 90058, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute
notice) to Megan J. Baier, Wilson Sonsini Goodrich & Rosati, P.C., 1900 Avenue of the Stars, 28th Floor, Los Angeles, CA 90067-4301.
Each such notice or other
communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger
or courier service, when delivered (or if sent *via* a nationally-recognized overnight courier service, freight prepaid, specifying
next-business-day delivery, one business day after deposit with the courier), (ii) if sent *via* mail, at the earlier of its
receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid, or (iii) if sent *via* facsimile, upon confirmation of facsimile transfer or, if sent *via* electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours
of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
27. **Applicable
Law and Consent to Jurisdiction.** This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any
other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action
or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject
to service of process in the State of Delaware, The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, as its agent
in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an
improper or inconvenient forum.
28. **Counterparts.** This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of
which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and
in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the
same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.
-13-
29. **Captions.** The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.
(*signature page follows*)
-14-
The parties are signing this
Indemnification Agreement as of the date stated in the introductory sentence.
**REFORMATION INC.**
(*Signature*)
(*Print name*)
(*Title*)
[***INSERT INDEMNITEE NAME***]
(*Signature*)
(*Print name*)
(*Street address*)
(*City, State and ZIP*)
(*Signature page to Indemnification Agreement*)
---
## EXHIBIT 10.22
SEC source: [tm2513004d11_ex10-22.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-22.htm)
**Exhibit 10.22**
July 17, 2026
Hali Borenstein
*Sent via e-mail*
Dear Ms. Borenstein,
This letter agreement (the
“Agreement”) is entered into between Hali Borenstein (“**you**”) and, LYMI, Inc (d/b/a The Reformation)
(the “**Company**” or “**we**”), effective upon the effectiveness of the registration statement relating
to Reformation Inc.’s initial public offering (the “**Effective Date**”), to confirm the terms and conditions of
your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation,
or benefits you may have had or to which you may have been entitled prior to the Effective Date.
1. *Title/Position*.
You will continue to serve as the Company’s Chief Executive Officer. You also will continue to report to the Company’s Board
of Directors and will perform the duties and responsibilities customary for such position and such other related duties as are lawfully
assigned by the Company’s Board of Directors (the “**Board**”). By signing this Agreement, you confirm that you continue
to have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. In
addition, you will be appointed to serve as a member of the Board as of the Effective Date. Thereafter, and for so long as you serve as
the Chief Executive Officer, subject to the requirements of applicable law (including, without limitation, any rules or regulations
of any exchange on which the Company’s common stock is listed), the Board and/or the Nominating and Governance Committee of the
Board will nominate you for reelection to the Board at each annual meeting of the Company’s stockholders at which you are subject
to reelection. Your service as a member of the Board will be subject to any required stockholder approval. Upon your termination of employment
for any reason, you agree to resign from the Board and the board of any subsidiary of the Company.
2. *Base
Salary*. As of the Effective Date, your annual base salary is $650,000, which will be payable, less any applicable withholdings, in
accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment from time
to time by our Board or its Compensation Committee (the “**Committee**”), as applicable, in its sole discretion.
3. *Annual
Bonus*. You will be eligible to earn an annual target bonus equal to 100% of your then-current base salary, subject to the terms and
conditions of the Company’s bonus plan for named executive officers. For the Company’s 2026 fiscal year, you will have the
opportunity to earn a target annual cash bonus equal to approximately $650,000, subject to the completion of the Company’s initial
public offering in the 2026 fiscal year, based on achieving performance objectives established by the Board or Committee, as applicable,
in its sole discretion and payable upon achievement of those objectives as determined by the Committee. Unless determined otherwise by
the Board or Committee, as applicable, and except as otherwise set forth in the CIC/Severance Policy, any such bonus will be subject to
your continued employment through and until the date of payment. Your annual bonus opportunity and the applicable terms and conditions
may be adjusted from time to time by our Board or the Committee, as applicable, in its sole discretion.
4. *Equity
Awards*. The Board shall grant you, upon the effectiveness of Reformation Inc. S-8 registration statement the following equity: (i) time-based
RSU awards with an aggregate value of $10 million, (ii) performance-based awards with an aggregate value of $4.5 million (collectively
with (i), the “**IPO Awards**”) and (iii) certain equity awards with an aggregate value of $5 million representing
your annual award for fiscal 2026 (the “**Fiscal 2026 Awards**”), in each case, under the Company’s 2026 Omnibus
Incentive Plan (the “**Plan**”). The IPO Awards and the Fiscal 2026 Awards will be subject to individual award agreements
under the Plan.
Following the Company’s
initial public offering, you will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant
to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in
its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of
any applicable plan or arrangement that may be in effect from time to time.
Further, you agree that in
any single fiscal quarter during the six (6) month period following the Lock-Up Expiration Date (the “**Restriction
Period**”), you may Transfer (as defined below) no more than 10% of the total number of shares of the Company’s common stock
that are subject to your then-outstanding Company equity awards (including vested stock options, vested restricted stock units and vested
performance-based stock units) and any other shares you then hold in your name, determined as of the first day of such fiscal quarter
(the “**Shares**”). You acknowledge and agree that any Transfer during the Restriction Period remains subject to the Company’s
insider trading policy and the successful expiration of any lock-up agreement with the Company’s underwriters. For purposes of this
letter, “**Transfer**” means any direct or indirect sale, transfer, assignment, pledge, encumbrance, or other
disposition of the Shares, or entering into any contract or agreement to do so, but will not include the adoption of a 10b5 trading plan
or sales permitted under your pro-rata demand registration rights or Shares tendered to the Company in satisfaction of the exercise price
of any options or to satisfy any tax withholding obligations. A "Transfer" also includes (a) any short sale, swap, hedge,
or derivative transaction (such as a put or call option) that transfers any of the economic consequences of ownership of the Shares, whether
settled in cash or securities and (b) any public announcement of an intention to execute any of these transactions.
5. *Employee
Benefits*. You will continue to be eligible to participate in the benefit plans and programs established by the Company for its employees
from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements. The Company
reserves the right to modify, amend, suspend or terminate the benefit plans and programs it offers to its employees at any time.
6. *Severance*.
As of the Effective Date, you are also entering into a Participation Agreement for the Company’s Change in Control and Severance
Policy (the “**CIC/Severance Policy**”) with the benefits applicable to you based on your position within the Company.
The CIC/Severance Policy and the Participation Agreement specify the severance payments and benefits you may become entitled to receive
in connection with certain qualifying terminations of your employment with the Company. These protections supersede all other severance
payments and benefits to which you otherwise are eligible to receive as of the Effective Date on such qualifying terminations under any
other agreement with the Company.
7. *Confidentiality
Agreement*. As an employee of the Company, you will continue to have access to certain confidential information of the Company and
you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To
protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Employee Inventions Assignment
and Confidentiality Agreement you previously signed with the Company (the “**Confidentiality Agreement**”) still apply.
8. *At-Will Employment*.
This Agreement does not imply any right to your continued employment for any period with the Company or any of its affiliates. Your employment
with the Company will continue to be “at will.” It is for no specified term, and may be terminated by you or the Company at
any time, with or without cause or advance notice.
9. *Protected
Activity Not Prohibited*. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any
way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “**Protected
Activity**” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any
investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S.
Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and
the National Labor Relations Board (the “**Government Agencies**”). You understand that in connection with such Protected
Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving
authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized
use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties
other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any
Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected
Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade
Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official
(directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is
made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition,
an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document
containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
10. *Miscellaneous*.
This Agreement, together with the Confidentiality Agreement, the CIC/Severance Policy and any outstanding equity awards granted to you
by the Company under its equity incentive plans and the applicable award agreements thereunder, constitute the entire agreement between
you and the Company regarding the material terms and conditions of your employment, and they supersede and replace all prior negotiations,
representations or agreements between you and the Company. This Agreement may be modified only by a written agreement signed by you and
a duly authorized officer of the Company.
[*Signature page follows*]
To confirm the terms and conditions of your employment
with the Company, please sign and date in the spaces indicated and return this Agreement to me.
Sincerely,
By: /s/ Kelly Rew-Porter
Kelly Rew-Porter
Chief People Officer
Agreed to and accepted:
/s/ Hali Borenstein
Hali Borenstein
Dated: 7/17/2026
---
## EXHIBIT 10.23
SEC source: [tm2513004d11_ex10-23.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-23.htm)
**Exhibit 10.23**
**LYMI Inc. d/b/a Reformation**8840 Washington Ave, Ste 202
Culver City, CA 90232
5801 S 2nd Street
Vernon, CA 90058
July 18, 2026
Joshua Moore
*Sent via e-mail*
Dear Mr. Moore
This letter agreement (the
“Agreement”) is entered into between Joshua Moore (“**you**”) and, LYMI, Inc (d/b/a The Reformation) (the
“**Company**” or “**we**”), effective upon the effectiveness of the registration statement relating to Reformation
Inc.’s initial public offering (the “**Effective Date**”), to confirm the terms and conditions of your employment
with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits
you may have had or to which you may have been entitled prior to the Effective Date.
1. *Title/Position*.
You will continue to serve as the Company’s Chief Financial Officer. You also will continue to report to the Company’s Chief
Executive Officer and will perform the duties and responsibilities customary for such position and such other related duties as are lawfully
assigned by the Company. By signing this Agreement, you confirm that you continue to have no contractual commitments or other legal obligations
that would prohibit you from performing your duties for the Company.
2. *Base
Salary*. As of the Effective Date, your annual base salary is $490,000, which will be payable, less any applicable withholdings, in
accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment from time
to time by the Company, in its sole discretion.
3. *Annual
Bonus*. You will be eligible to earn an annual target bonus equal to 50% of your then-current base salary, subject to the terms and
conditions of the Reformation Inc. Equity Incentive Compensation Plan (the “**Annual Bonus Plan**”). For the Company’s
2026 fiscal year, you will have the opportunity to earn a target annual cash bonus equal to approximately $245,000, subject to the completion
of the Company’s initial public offering in the 2026 fiscal year, based on achieving performance objectives established by the Board
or Committee, as applicable, in its sole discretion and payable upon achievement of those objectives as determined by the Committee. Unless
determined otherwise by the Board or Committee, as applicable, and except as otherwise set forth in the CIC/Severance Policy, any such
bonus will be subject to your continued employment through and until the date of payment and the terms and conditions of the Annual Bonus
Plan. Your annual bonus opportunity and the applicable terms and conditions may be adjusted from time to time by our Board or the Committee,
as applicable, in its sole discretion.
4. *Equity
Awards*. The Board shall grant you, upon the effectiveness of Reformation Inc. S-8 registration statement the following equity: (i) a
one-time RSU award with an aggregate value of $2.4 million (the “**IPO Awards**”) and (iii) certain equity awards
with an aggregate value of $1 million representing your annual award for fiscal 2026 (the “**Fiscal 2026 Awards**”), such
award shall be allocated 50% in stock options and 50% in RSU awards, in each case, with the terms (including vesting terms) as set forth
under the Company’s 2026 Omnibus Incentive Plan (the “**Plan**”). The IPO Awards and the Fiscal 2026 Awards will
be subject to individual award agreements under the Plan.
Following the Company’s
initial public offering, you will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant
to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in
its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of
any applicable plan or arrangement that may be in effect from time to time.
Further, you agree that in
any single fiscal quarter during the six (6) month period following the Lock-Up Expiration Date (the “**Restriction
Period**”), you may Transfer (as defined below) no more than 10% of the total number of shares of the Company’s common stock
that are subject to your then-outstanding Company equity awards (including vested stock options, vested restricted stock units and vested
performance-based stock units) and any other shares you then hold in your name, determined as of the first day of such fiscal quarter
(the “**Shares**”). You acknowledge and agree that any Transfer during the Restriction Period remains subject to the Company’s
insider trading policy and the successful expiration of any lock-up agreement with the Company’s underwriters. For purposes of this
letter, “**Transfer**” means any direct or indirect sale, transfer, assignment, pledge, encumbrance, or other
disposition of the Shares, or entering into any contract or agreement to do so, but will not include the adoption of a 10b5 trading plan
or sales permitted under your pro-rata demand registration rights or Shares tendered to the Company in satisfaction of the exercise price
of any options or to satisfy any tax withholding obligations. A "Transfer" also includes (a) any short sale, swap, hedge,
or derivative transaction (such as a put or call option) that transfers any of the economic consequences of ownership of the Shares, whether
settled in cash or securities and (b) any public announcement of an intention to execute any of these transactions.
5. *Employee
Benefits*. You will continue to be eligible to participate in the benefit plans and programs established by the Company for its employees
from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements. The Company
reserves the right to modify, amend, suspend or terminate the benefit plans and programs it offers to its employees at any time.
6. *Severance*.
As of the Effective Date, you are also entering into a Participation Agreement for the Company’s Change in Control and Severance
Policy (the “**CIC/Severance Policy**”) with the benefits applicable to you based on your position within the Company.
The CIC/Severance Policy and the Participation Agreement specify the severance payments and benefits you may become entitled to receive
in connection with certain qualifying terminations of your employment with the Company. These protections supersede all other severance
payments and benefits to which you otherwise are eligible to receive as of the Effective Date on such qualifying terminations under any
other agreement with the Company.
7. *Confidentiality
Agreement*. As an employee of the Company, you will continue to have access to certain confidential information of the Company and
you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To
protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Employee Inventions Assignment
and Confidentiality Agreement you previously signed with the Company (the “**Confidentiality Agreement**”) still apply.
8. *At-Will Employment*.
This Agreement does not imply any right to your continued employment for any period with the Company or any of its affiliates. Your employment
with the Company will continue to be “at will.” It is for no specified term, and may be terminated by you or the Company at
any time, with or without cause or advance notice.
9. *Protected
Activity Not Prohibited*. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any
way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “**Protected
Activity**” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any
investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S.
Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and
the National Labor Relations Board (the “**Government Agencies**”). You understand that in connection with such Protected
Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving
authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized
use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties
other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any
Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected
Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade
Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official
(directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is
made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition,
an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document
containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
10. *Miscellaneous*.
This Agreement, together with the Confidentiality Agreement, the CIC/Severance Policy, the Mutual Agreement to Arbitrate, as attached
hereto as Exhibit A, and any outstanding equity awards granted to you by the Company under its equity incentive plans and the applicable
award agreements thereunder, constitute the entire agreement between you and the Company regarding the material terms and conditions of
your employment, and they supersede and replace all prior negotiations, representations or agreements between you and the Company. For
the avoidance of doubt, nothing in this paragraph shall operate to supersede, terminate, or waive any proprietary information and inventions
agreement or other survival-intent agreement executed by the parties, nor shall it relieve you of your obligation to comply with the Company’s
generally applicable policies and employee handbook. This Agreement may be modified only by a written agreement signed by you and a duly
authorized officer of the Company.
[*Signature page follows*]
To confirm the terms and conditions of your employment
with the Company, please sign and date in the spaces indicated and return this Agreement to me.
Sincerely,
By: /s/ Hali Borenstein
Hali Borenstein
Chief Executive Officer
Agreed to and accepted:
/s/ Joshua Moore
Joshua Moore
Dated: 7/18/2026
[*Signature Page to Moore
Letter Agreement*]
Exhibit A
**MUTUAL AGREEMENT TO ARBITRATE**
This Mutual Agreement to Arbitrate (the “Agreement”) is
entered into by and among LYMI, Inc. (together with its parent, subsidiary and affiliated corporations and entities, the “Company”)
and **Joshua Moore** (“Employee” or “you”) as of dates written below. This Agreement is a fully mutual,
voluntary Agreement to arbitrate Covered Disputes (defined below) and Employee’s consent/agreement to this Agreement is not a required
term or condition of employment or continuing employment.
**NOW, THEREFORE,** in
consideration of the mutual representations, warranties, covenants and agreements set forth below, and for other good and valuable consideration,
including Employee’s employment on an at-will basis and/or continued at will employment and for other consideration, the receipt
and sufficiency of which is hereby acknowledged, Employee and the Company voluntarily and mutually agree as follows:
**1. VOLUNTARY
AND MUTUAL CONSENT TO ARBITRATION.**
a. Voluntary
and Mutual Agreement to Arbitrate Covered Disputes. Employee and the Company voluntarily consent and agree that any and all
disputes that arise out of or relate to Employee’s employment with the Company, including any dispute that relates in any way, in
whole or in part, to Employee’s hiring by, employment with or separation from the Company, or any other dispute by and between Employee,
on the one hand, and the Company, its parent, subsidiary and affiliated corporations and entities, and each of their respective officers,
directors, agents and employees (the “Company Parties”), on the other hand (collectively, “Covered Disputes”),
shall be submitted to binding arbitration before a neutral Arbitrator. Covered Disputes include, and this arbitration obligation
extends to, any and all claims that may arise by and between the Parties and, except as expressly required by applicable law, extends
to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market,
breach of express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, breach of duty
of loyalty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, discrimination, harassment, disability, loss
of future earnings, and claims under any applicable state Constitution, the United States Constitution, and applicable state and federal
fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but
not limited to, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Fair Labor Standards Act, as amended,
the Worker Retraining and Notification Act of 1988, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation
Act of 1973, as amended, the Family Medical Leave Act, as amended, the Employee Retirement Income Security Act of 1974, as amended, the
Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the California Fair Employment and Housing
Act, as amended, the California Family Rights Act, as amended, the California Labor Code, as amended, the California Business and Professions
Code, as amended, the California Civil Code, as amended, and all other applicable state or federal law. The Company and Employee
understand and agree that arbitration of the disputes and claims covered by this Agreement shall be the sole and exclusive method of resolving
any and all existing and future Covered Disputes arising by and between the Parties.
b. Exclusions
from Covered Disputes. The Company and Employee further understand and agree that claims for workers’ compensation benefits,
unemployment insurance, or state or federal disability insurance are not covered by this Agreement and shall therefore be resolved in
any appropriate forum, including the Workers’ Compensation Appeals Board, as required by the laws then in effect. Employee
and the Company further understand and agree that nothing in this Agreement should be interpreted as restricting or prohibiting Employee
from filing an administrative charge or complaint with an appropriate federal, state, or local governmental agency charged with investigating
and/or prosecuting complaints under any applicable federal, state or municipal laws or regulations, such as the National Labor Relations
Board (NLRB), the Securities and Exchange Commission (SEC) and/or the U.S. Equal Employment Opportunity Commission (EEOC). However,
any Covered Disputes that are not resolved through the federal, state, or local governmental agency must be submitted to arbitration in
accordance with this Agreement. No language in this document is intended to limit in any way Employee’s rights under the National
Labor Relations Act (NLRA) and/or Employee’s right, if any, to submit a claim to the NLRB. While this Agreement provides that the
Company and Employee will only pursue Covered Disputes individually in the arbitral forum and while the Company may ask a court to compel
arbitration of Employee’s Covered Disputes (if a lawsuit in court has been filed), to the extent the filing of such a lawsuit is
protected concerted activity under the NLRA, the filing of the lawsuit will not result in threats, discipline or discharge.
c. Class/Collective
Action Waiver; Exceptions. Except as otherwise required under applicable law or as otherwise provided in this Agreement, (1) class
action, representative action or collective action procedures shall not be asserted, nor will they apply, in any arbitration pursuant
to this Agreement; (2) Employee and the Company shall not assert class action, representative action, or collective action claims
in any arbitration under this Agreement; (3) Employee and the Company shall only submit Employee’s or the Company’s own,
individual claims in arbitration and will not seek to represent the interests of any other person or entity in any arbitration under this
Agreement; (4) none of Employee’s or the Company’s claims that are the subject of this Agreement shall be submitted to
or be the subject of class, representative, or collective actions in court or arbitration (even if such claims are brought by or against
another present or former employee); and (5) the Arbitrator shall not consolidate Employee’s or the Company’s claims
into a single proceeding with the claims involving other present or former employees (regardless of whether the Company or the other present
or former employee commenced such other arbitration or proceeding) and the Arbitrator shall have no power or authority to hear or rule upon
class, representative, or collective actions or motions, applications or requests to consolidate or join the claims of other parties (collectively,
“Class/Collective Action Waiver”).
d. Notwithstanding
anything in this Agreement to the contrary, so long as claims asserted in an action under the California’s Private Attorney General
Act (“PAGA”), and/or claims asserted in a collective action that seek public injunctive relief, are not arbitrable under applicable
law, PAGA claims and public injunctive relief claims shall not be deemed to be Covered Disputes and such claims shall not fall within
the scope of the Class/Collective Action Waiver in section 1(c); rather, PAGA claims and/or public injunctive relief claims may be maintained
in a court of law. However, if, under applicable law, actions under PAGA, and/or claims asserted in a collective action that seek
public injunctive relief, are determined to be arbitrable under applicable law, representative PAGA claims and/or public injunctive relief
claims shall be deemed to be a Covered Dispute and such claims shall fall within the scope of the Class/Collective Action Waiver in section
1(c) and such claims, if any, may only be brought by Employee in bilateral arbitration proceedings based only upon Employee’s
claims and not involving any other employee and/or the the claims of any other employees and not in a representative action.
e. Commencing
Arbitration; Limitations Period. Any demand for arbitration by either Employee or the Company shall be served or filed within
the statute of limitations that is applicable to the claim(s) upon which arbitration is sought or required. Any failure to
demand arbitration within this time frame and according to this Agreement shall constitute a waiver of all rights to raise any claims
in any forum arising out of any dispute that was subject to arbitration to the same extent such claims would be barred if the matter proceeded
in court (along with the same defenses to such claims).
f. Selection
of Arbitrator. The Parties shall select a mutually agreeable Arbitrator (who shall be a retired judge) from a list of Arbitrators
provided by the American Arbitration Association (“AAA”), ADR Services, ARC, Judicate West, JAMS, or any other ADR service
provider that is mutually agreed upon by the Parties. If, however, the Parties are unable to reach an agreement regarding the selection
of an Arbitrator, the Parties shall follow the Arbitrator selection procedures of the mutually agreed ADR service provider (e.g., pursuant
to applicable Arbitrator selections rules and procedures of JAMS or the AAA) or a Party may apply to a court of competent jurisdiction
for an order appointing a neutral to serve as an Arbitrator in a case involving Covered Disputes.
g. Location
of Arbitration. The arbitration shall take place in the city or county in California where Employee works or last worked for
the Company. However, the Parties also may agree to, or the Arbitrator may so direct, another location for the arbitration hearing,
taking into account the convenience of witnesses, access to documents, convenience for the Parties, and other relevant factors.
h. Governing
Law; Reasonable Discovery; Dispositive Motions. This Agreement shall be governed by and construed and enforced pursuant to the
Federal Arbitration Act, 9 U.S.C. § 1 et seq., and not individual state laws regarding enforcement of arbitration agreements
or otherwise; and the substantive law of the State where Employee worked for the Company shall apply. The Arbitrator shall allow
reasonable discovery that allows the Parties to adequately prepare for arbitration of Disputed Claims. At a minimum, the Arbitrator
shall allow at least that discovery that is authorized or permitted by the Federal Rules of Civil Procedure and any other discovery
required by law in arbitration proceedings. Likewise, the Arbitrator is authorized to consider and rule on dispositive motions
of any Party for summary judgment or partial summary judgment and, when a Party files, and the Arbitrator later resolves, a motion for
summary judgment or partial summary judgment or another dispositive motion, the standards applicable to such a motion under the Federal
Rules of Civil Procedure (FRCP), and applicable federal case law interpreting and applying the FRCP, shall apply to such a motion
and the Arbitrator’s decision on the same. Nothing in this Agreement relieves either Party from any obligation they may have
to exhaust certain administrative remedies before arbitrating any Covered Disputes under this Agreement.
i. Reasoned
Award; Scope of Relief. In any arbitration proceeding under this Agreement, the Arbitrator shall issue a reasoned written award
that sets forth the essential findings and conclusions on which the award is based. The Arbitrator shall have the authority to award
any relief authorized by law in connection with the asserted Covered Disputes. The Arbitrator’s award shall be subject to
correction, confirmation, or vacation, as provided by any applicable governing judicial review of arbitration awards.
j. Arbitration
Fees/Costs; Attorneys’ Fees and Costs. The fees of the Arbitrator and all arbitration related costs shall be allocated
and paid in accordance with applicable state or federal law; provided, however, if required under applicable law (and/or under the rules of
the ADR service provider), the Company will pay all costs of the Arbitrator including the Arbitrator’s fee. Except as otherwise
required under applicable law, the Company and Employee shall each pay their own attorneys’ fees and costs incurred in connection
with the arbitration (including the fees and costs of any court reporter or videographer), and the Arbitrator will not have authority
to award attorneys’ fees and costs unless a statute or contract at issue in the dispute authorizes the award of reasonable attorneys’
fees and costs to the prevailing Party, in which case the Arbitrator shall have the authority to make an award of reasonable attorneys’
fees and costs to the same extent available under applicable law. If there is a dispute as to whether the Company or Employee is
the prevailing Party in the arbitration, the Arbitrator will decide this issue.
k. Jury
Trial Waiver; Provisional Remedies Allowed. The arbitration of Covered Disputes under this Agreement shall be instead of a trial
before a court or jury and the Company and Employee understand that they are expressly waiving any and all rights to a trial before a
court and/or jury regarding any Covered Disputes which they now have or which they may have in the future that are subject to arbitration
under this Agreement; provided, however, nothing in this Agreement prohibits either Party from seeking provisional remedies in court in
aid of arbitration including temporary restraining orders, preliminary injunctions and other provisional remedies.
**2. CONFIRMATION
OF VOLUNTARY CONSENT TO ARBITRATION. EMPLOYEE IS NOT REQUIRED AS A CONDITION OF EMPLOYMENT, OR CONTINUING EMPLOYMENT, TO AGREE
AND CONSENT TO ARBITRATION PURSUANT TO THIS AGREEMENT OR OTHERWISE. HOWEVER, IF EMPLOYEE AND THE COMPANY SIGN (OR ACKNOWLEDGE)
THIS AGREEMENT, EMPLOYEE’S AND THE COMPANY’S SIGNATURES (OR ACKNOWLEGEMENTS) REFLECT EACH OF THE PARTY’S VOLUNTARY AGREEMENT
TO EACH OF THE TERMS OF THIS AGREEMENT AND CONFIRMS EACH PARTY VOLUNTARILY CONSENTS TO ARBITRATE COVERED DISPUTES. IF EMPLOYEE DOES
NOT WISH TO VOLUNTARILY AGREE AND CONSENT TO ARBITRATE COVERED DISPUTES, EMPLOYEE SHOULD NOT SIGN THIS AGREEMENT.**
**3. REASONABLE
RELIANCE; NO RETALIATION.** Given that this Agreement is purely voluntarily and consensual, if Employee signs this Agreement
and evidences Employee’s voluntary consent to arbitration, the Company may reasonably rely on Employee’s voluntary consent
to arbitration and both the Company and Employee shall be bound by this Agreement. No Company employee shall be retaliated against
if he or she decides not to voluntarily consent and agree to this Agreement. If, however, Employee decides not to agree to this
Agreement and if Employee believes that Employee has been retaliated against for doing so, Employee should immediately report such retaliation
to the Company’s Human Resources Department.
**4. SEVERABILITY**.
Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal,
invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected
thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part of this Agreement.
The invalid and unenforceable term or provision shall be deemed amended and limited in accordance with the intent of the Parties, as determined
from the face of this Agreement and the exhibits thereto, to the extent necessary to permit the maximum enforceability or validation of
such term or provision.
**5. NO
ALTERATION OF AT-WILL EMPLOYMENT.** Unless Employee and the Company have otherwise entered into an express, written employment
contract or agreement for a specified term, Employee and the Company acknowledge and agree that nothing in this Agreement creates or is
intended to create an express or implied contract for employment or continuing employment and this Agreement does not alter or otherwise
effect the at-will status of Employee’s employment with the Company.
**6. COUNTERPARTS;
CONSENT TO ELECTRONIC SIGNATURES.** This Arbitration Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the same agreement. Photographic or digital copies
or facsimile transmittals or electronic signatures/acknowledgements of such signed counterparts may be used in lieu of, and with the same
effect as, the originals. Further, the Parties understand and agree that this Arbitration Agreement may be signed and maintained
electronically, and the Company’s and Employee’s signatures below reflect each Party’s consent to the use of such electronic
signatures.
**7. ENTIRE
AGREEMENT/MODIFICATION/NO WAIVER**. There are no oral representations, understandings or agreements with the Company or any
of its officers, directors or employees covering the same subject matter as this Agreement. This written Agreement is the final, complete
and exclusive statement and expression of the agreement between the Company and Employee and of all the terms of this Agreement, it cancels
and supersedes all prior agreements with respect to the subject matter hereof, and it cannot be modified, varied, contradicted or supplemented
by evidence of any prior, contemporaneous, or subsequent oral agreement(s), or any prior written agreement(s). This Agreement may
not be later modified, varied, contradicted, or supplemented except by a further writing signed by the Company and Employee, and no term
of this Agreement may be waived except by a writing signed by the Party waiving the benefit of such terms.
**EMPLOYEE IS ENCOURAGED
TO TAKE THIS AGREEMENT HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. EMPLOYEE IS ALSO ENCOURAGED
TO CONSULT WITH A PRIVATE ATTORNEY BEFORE SIGNING THIS AGREEMENT. WHETHER EMPLOYEE DOES SO OR NOT IS EMPLOYEE’S DECISION.**
To acknowledge the Parties’
agreement to each of the foregoing terms, Employee’s and the Company’s signatures below confirm: (A) Employee and
the Company have received this Agreement, (B) Employee and the Company have read and understood each of the terms of this Agreement
(or has had the opportunity for others to read it to Employee and the Company), and (C) **EMPLOYEE AND THE COMPANY VOLUNTARILY CONSENT
AND AGREE TO EACH OF THE TERMS OF THIS AGREEMENT AND EMPLOYEE AND THE COMPANY VOLUNTARILY CONSENT TO ARBITRATION OF ALL COVERED DISPUTES
PURSUANT TO THIS AGREEMENT**.
**LYMI, INC.** **EMPLOYEE**
BY: /s/ Hali Borenstein BY: /s/ Joshua Moore
NAME: HALI BORENSTEIN NAME: JOSHUA MOORE
TITLE:CEO DATE: 7/18/2026
DATE: 7/17/2026
---
## EXHIBIT 10.24
SEC source: [tm2513004d11_ex10-24.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-24.htm)
**Exhibit 10.24**
**LYMI Inc. d/b/a Reformation**8840 Washington Ave, Ste 202
Culver City, CA 90232
5801 S 2nd Street
Vernon, CA 90058
July 18, 2026
Ivan Tchakarov
*Sent via e-mail*
Dear Mr. Tchakarov,
This letter agreement (the
“Agreement”) is entered into between Ivan Tchakarov (“**you**”) and, LYMI, Inc (d/b/a The Reformation)
(the “**Company**” or “**we**”), effective upon the effectiveness of the registration statement relating
to Reformation Inc.’s initial public offering (the “**Effective Date**”), to confirm the terms and conditions of
your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation,
or benefits you may have had or to which you may have been entitled prior to the Effective Date.
1. *Title/Position*.
You will continue to serve as the Company’s Chief Operating Officer. You also will continue to report to the Company’s Chief
Executive Officer and will perform the duties and responsibilities customary for such position and such other related duties as are lawfully
assigned by the Company. By signing this Agreement, you confirm that you continue to have no contractual commitments or other legal obligations
that would prohibit you from performing your duties for the Company.
2. *Base
Salary*. As of the Effective Date, your annual base salary is $490,000, which will be payable, less any applicable withholdings, in
accordance with the Company’s normal payroll practices. Your annual base salary will be subject to review and adjustment from time
to time by the Company, in its sole discretion.
3. *Annual
Bonus*. You will be eligible to earn an annual target bonus equal to 50% of your then-current base salary, subject to the terms and
conditions of the Reformation Inc. Equity Incentive Compensation Plan (the “**Annual Bonus Plan**”). For the Company’s
2026 fiscal year, you will have the opportunity to earn a target annual cash bonus equal to approximately $245,000, subject to the completion
of the Company’s initial public offering in the 2026 fiscal year, based on achieving performance objectives established by the Board
or Committee, as applicable, in its sole discretion and payable upon achievement of those objectives as determined by the Committee. Unless
determined otherwise by the Board or Committee, as applicable, and except as otherwise set forth in the CIC/Severance Policy, any such
bonus will be subject to your continued employment through and until the date of payment and the terms and conditions of the Annual Bonus
Plan. Your annual bonus opportunity and the applicable terms and conditions may be adjusted from time to time by our Board or the Committee,
as applicable, in its sole discretion.
4. *Equity
Awards*. The Board shall grant you, upon the effectiveness of Reformation Inc. S-8 registration statement the following equity: (i) a
one-time RSU award with an aggregate value of $2 million (the “**IPO Awards**”) and (iii) certain equity awards with
an aggregate value of $1 million representing your annual award for fiscal 2026 (the “**Fiscal 2026 Awards**”), such award
shall be allocated 50% in stock options and 50% in RSU awards, in each case, with the terms (including vesting terms) as set forth under
the Company’s 2026 Omnibus Incentive Plan (the “**Plan**”). The IPO Awards and the Fiscal 2026 Awards will be subject
to individual award agreements under the Plan.
Following the Company’s
initial public offering, you will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant
to any plans or arrangements the Company may have in effect from time to time. The Board or Committee, as applicable, will determine in
its sole discretion whether you will be granted any such equity awards and the terms of any such award in accordance with the terms of
any applicable plan or arrangement that may be in effect from time to time.
Further, you agree that in
any single fiscal quarter during the six (6) month period following the Lock-Up Expiration Date (the “**Restriction
Period**”), you may Transfer (as defined below) no more than 10% of the total number of shares of the Company’s common stock
that are subject to your then-outstanding Company equity awards (including vested stock options, vested restricted stock units and vested
performance-based stock units) and any other shares you then hold in your name, determined as of the first day of such fiscal quarter
(the “**Shares**”). You acknowledge and agree that any Transfer during the Restriction Period remains subject to the Company’s
insider trading policy and the successful expiration of any lock-up agreement with the Company’s underwriters. For purposes of this
letter, “**Transfer**” means any direct or indirect sale, transfer, assignment, pledge, encumbrance, or other
disposition of the Shares, or entering into any contract or agreement to do so, but will not include the adoption of a 10b5 trading plan
or sales permitted under your pro-rata demand registration rights or Shares tendered to the Company in satisfaction of the exercise price
of any options or to satisfy any tax withholding obligations. A "Transfer" also includes (a) any short sale, swap, hedge,
or derivative transaction (such as a put or call option) that transfers any of the economic consequences of ownership of the Shares, whether
settled in cash or securities and (b) any public announcement of an intention to execute any of these transactions. Notwithstanding
the foregoing, in the event you incur a Qualifying Termination (as defined in the CIC/Severance Policy) during the Restriction Period,
the transfer restrictions set forth in this paragraph shall terminate and be of no further force or effect.
5. *Employee
Benefits*. You will continue to be eligible to participate in the benefit plans and programs established by the Company for its employees
from time to time, subject to their applicable terms and conditions, including without limitation any eligibility requirements. The Company
reserves the right to modify, amend, suspend or terminate the benefit plans and programs it offers to its employees at any time.
6. *Severance*.
As of the Effective Date, you are also entering into a Participation Agreement for the Company’s Change in Control and Severance
Policy (the “**CIC/Severance Policy**”) with the benefits applicable to you based on your position within the Company.
The CIC/Severance Policy and the Participation Agreement specify the severance payments and benefits you may become entitled to receive
in connection with certain qualifying terminations of your employment with the Company. These protections supersede all other severance
payments and benefits to which you otherwise are eligible to receive as of the Effective Date on such qualifying terminations under any
other agreement with the Company.
7. *Confidentiality
Agreement*. As an employee of the Company, you will continue to have access to certain confidential information of the Company and
you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To
protect the interests of the Company, your acceptance of this Agreement confirms that the terms of the Employee Inventions Assignment
and Confidentiality Agreement you previously signed with the Company (the “**Confidentiality Agreement**”) still apply.
8. *At-Will Employment*.
This Agreement does not imply any right to your continued employment for any period with the Company or any of its affiliates. Your employment
with the Company will continue to be “at will.” It is for no specified term, and may be terminated by you or the Company at
any time, with or without cause or advance notice.
9. *Protected
Activity Not Prohibited*. Nothing in this Agreement or in any other agreement between you and the Company, as applicable, will in any
way limit or prohibit you from engaging for a lawful purpose in any Protected Activity. For purposes of this Agreement, “**Protected
Activity**” means filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any
investigation or proceeding that may be conducted by, any state, federal, or local governmental agency or commission, including the U.S.
Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and
the National Labor Relations Board (the “**Government Agencies**”). You understand that in connection with such Protected
Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving
authorization from, the Company. Notwithstanding the foregoing, you agree to take all reasonable precautions to prevent any unauthorized
use or disclosure of any information that may constitute Company confidential information under the Confidentiality Agreement to any parties
other than the Government Agencies. You further understand that “Protected Activity” does not include the disclosure of any
Company attorney-client privileged communications. Any language in the Confidentiality Agreement regarding your right to engage in Protected
Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade
Secrets Act of 2016, you are notified that an individual will not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official
(directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is
made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition,
an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document
containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
10. *Miscellaneous*.
This Agreement, together with the Confidentiality Agreement, the CIC/Severance Policy, the Mutual Agreement to Arbitrate, as attached
hereto as Exhibit A, and any outstanding equity awards granted to you by the Company under its equity incentive plans and the applicable
award agreements thereunder, constitute the entire agreement between you and the Company regarding the material terms and conditions of
your employment, and they supersede and replace all prior negotiations, representations or agreements between you and the Company. For
the avoidance of doubt, nothing in this paragraph shall operate to supersede, terminate, or waive any proprietary information and inventions
agreement or other survival-intent agreement executed by the parties, nor shall it relieve you of your obligation to comply with the Company’s
generally applicable policies and employee handbook. This Agreement may be modified only by a written agreement signed by you and a duly
authorized officer of the Company.
[*Signature page follows*]
To confirm the terms and conditions of your employment
with the Company, please sign and date in the spaces indicated and return this Agreement to me.
Sincerely,
By: /s/ Hali Borenstein
Hali Borenstein
Chief Executive Officer
Agreed to and accepted:
/s/ Ivan Tchakarov
Ivan Tchakarov
Dated: 7/18/26
[*Signature Page to Tchakarov Letter Agreement*]
Exhibit A
**MUTUAL AGREEMENT TO ARBITRATE**
This Mutual Agreement to Arbitrate (the “Agreement”) is
entered into by and among LYMI, Inc. (together with its parent, subsidiary and affiliated corporations and entities, the “Company”)
and **Ivan Tchakarov** (“Employee” or “you”) as of dates written below. This Agreement is a fully mutual,
voluntary Agreement to arbitrate Covered Disputes (defined below) and Employee’s consent/agreement to this Agreement is not a required
term or condition of employment or continuing employment.
**NOW, THEREFORE,** in
consideration of the mutual representations, warranties, covenants and agreements set forth below, and for other good and valuable consideration,
including Employee’s employment on an at-will basis and/or continued at will employment and for other consideration, the receipt
and sufficiency of which is hereby acknowledged, Employee and the Company voluntarily and mutually agree as follows:
**1. VOLUNTARY
AND MUTUAL CONSENT TO ARBITRATION.**
a. Voluntary
and Mutual Agreement to Arbitrate Covered Disputes. Employee and the Company voluntarily consent and agree that any and all
disputes that arise out of or relate to Employee’s employment with the Company, including any dispute that relates in any way, in
whole or in part, to Employee’s hiring by, employment with or separation from the Company, or any other dispute by and between Employee,
on the one hand, and the Company, its parent, subsidiary and affiliated corporations and entities, and each of their respective officers,
directors, agents and employees (the “Company Parties”), on the other hand (collectively, “Covered Disputes”),
shall be submitted to binding arbitration before a neutral Arbitrator. Covered Disputes include, and this arbitration obligation
extends to, any and all claims that may arise by and between the Parties and, except as expressly required by applicable law, extends
to, without limitation, claims or causes of action for wrongful termination, impairment of ability to compete in the open labor market,
breach of express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, breach of duty
of loyalty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, discrimination, harassment, disability, loss
of future earnings, and claims under any applicable state Constitution, the United States Constitution, and applicable state and federal
fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but
not limited to, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Fair Labor Standards Act, as amended,
the Worker Retraining and Notification Act of 1988, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation
Act of 1973, as amended, the Family Medical Leave Act, as amended, the Employee Retirement Income Security Act of 1974, as amended, the
Age Discrimination in Employment Act, as amended, the Fair Labor Standards Act, as amended, the California Fair Employment and Housing
Act, as amended, the California Family Rights Act, as amended, the California Labor Code, as amended, the California Business and Professions
Code, as amended, the California Civil Code, as amended, and all other applicable state or federal law. The Company and Employee
understand and agree that arbitration of the disputes and claims covered by this Agreement shall be the sole and exclusive method of resolving
any and all existing and future Covered Disputes arising by and between the Parties.
b. Exclusions
from Covered Disputes. The Company and Employee further understand and agree that claims for workers’ compensation benefits,
unemployment insurance, or state or federal disability insurance are not covered by this Agreement and shall therefore be resolved in
any appropriate forum, including the Workers’ Compensation Appeals Board, as required by the laws then in effect. Employee
and the Company further understand and agree that nothing in this Agreement should be interpreted as restricting or prohibiting Employee
from filing an administrative charge or complaint with an appropriate federal, state, or local governmental agency charged with investigating
and/or prosecuting complaints under any applicable federal, state or municipal laws or regulations, such as the National Labor Relations
Board (NLRB), the Securities and Exchange Commission (SEC) and/or the U.S. Equal Employment Opportunity Commission (EEOC). However,
any Covered Disputes that are not resolved through the federal, state, or local governmental agency must be submitted to arbitration in
accordance with this Agreement. No language in this document is intended to limit in any way Employee’s rights under the National
Labor Relations Act (NLRA) and/or Employee’s right, if any, to submit a claim to the NLRB. While this Agreement provides that the
Company and Employee will only pursue Covered Disputes individually in the arbitral forum and while the Company may ask a court to compel
arbitration of Employee’s Covered Disputes (if a lawsuit in court has been filed), to the extent the filing of such a lawsuit is
protected concerted activity under the NLRA, the filing of the lawsuit will not result in threats, discipline or discharge.
c. Class/Collective
Action Waiver; Exceptions. Except as otherwise required under applicable law or as otherwise provided in this Agreement, (1) class
action, representative action or collective action procedures shall not be asserted, nor will they apply, in any arbitration pursuant
to this Agreement; (2) Employee and the Company shall not assert class action, representative action, or collective action claims
in any arbitration under this Agreement; (3) Employee and the Company shall only submit Employee’s or the Company’s own,
individual claims in arbitration and will not seek to represent the interests of any other person or entity in any arbitration under this
Agreement; (4) none of Employee’s or the Company’s claims that are the subject of this Agreement shall be submitted to
or be the subject of class, representative, or collective actions in court or arbitration (even if such claims are brought by or against
another present or former employee); and (5) the Arbitrator shall not consolidate Employee’s or the Company’s claims
into a single proceeding with the claims involving other present or former employees (regardless of whether the Company or the other present
or former employee commenced such other arbitration or proceeding) and the Arbitrator shall have no power or authority to hear or rule upon
class, representative, or collective actions or motions, applications or requests to consolidate or join the claims of other parties (collectively,
“Class/Collective Action Waiver”).
d. Notwithstanding
anything in this Agreement to the contrary, so long as claims asserted in an action under the California’s Private Attorney General
Act (“PAGA”), and/or claims asserted in a collective action that seek public injunctive relief, are not arbitrable under applicable
law, PAGA claims and public injunctive relief claims shall not be deemed to be Covered Disputes and such claims shall not fall within
the scope of the Class/Collective Action Waiver in section 1(c); rather, PAGA claims and/or public injunctive relief claims may be maintained
in a court of law. However, if, under applicable law, actions under PAGA, and/or claims asserted in a collective action that seek
public injunctive relief, are determined to be arbitrable under applicable law, representative PAGA claims and/or public injunctive relief
claims shall be deemed to be a Covered Dispute and such claims shall fall within the scope of the Class/Collective Action Waiver in section
1(c) and such claims, if any, may only be brought by Employee in bilateral arbitration proceedings based only upon Employee’s
claims and not involving any other employee and/or the the claims of any other employees and not in a representative action.
e. Commencing
Arbitration; Limitations Period. Any demand for arbitration by either Employee or the Company shall be served or filed within
the statute of limitations that is applicable to the claim(s) upon which arbitration is sought or required. Any failure to
demand arbitration within this time frame and according to this Agreement shall constitute a waiver of all rights to raise any claims
in any forum arising out of any dispute that was subject to arbitration to the same extent such claims would be barred if the matter proceeded
in court (along with the same defenses to such claims).
f. Selection
of Arbitrator. The Parties shall select a mutually agreeable Arbitrator (who shall be a retired judge) from a list of Arbitrators
provided by the American Arbitration Association (“AAA”), ADR Services, ARC, Judicate West, JAMS, or any other ADR service
provider that is mutually agreed upon by the Parties. If, however, the Parties are unable to reach an agreement regarding the selection
of an Arbitrator, the Parties shall follow the Arbitrator selection procedures of the mutually agreed ADR service provider (e.g., pursuant
to applicable Arbitrator selections rules and procedures of JAMS or the AAA) or a Party may apply to a court of competent jurisdiction
for an order appointing a neutral to serve as an Arbitrator in a case involving Covered Disputes.
g. Location
of Arbitration. The arbitration shall take place in the city or county in California where Employee works or last worked for
the Company. However, the Parties also may agree to, or the Arbitrator may so direct, another location for the arbitration hearing,
taking into account the convenience of witnesses, access to documents, convenience for the Parties, and other relevant factors.
h. Governing
Law; Reasonable Discovery; Dispositive Motions. This Agreement shall be governed by and construed and enforced pursuant to the
Federal Arbitration Act, 9 U.S.C. § 1 et seq., and not individual state laws regarding enforcement of arbitration agreements
or otherwise; and the substantive law of the State where Employee worked for the Company shall apply. The Arbitrator shall allow
reasonable discovery that allows the Parties to adequately prepare for arbitration of Disputed Claims. At a minimum, the Arbitrator
shall allow at least that discovery that is authorized or permitted by the Federal Rules of Civil Procedure and any other discovery
required by law in arbitration proceedings. Likewise, the Arbitrator is authorized to consider and rule on dispositive motions
of any Party for summary judgment or partial summary judgment and, when a Party files, and the Arbitrator later resolves, a motion for
summary judgment or partial summary judgment or another dispositive motion, the standards applicable to such a motion under the Federal
Rules of Civil Procedure (FRCP), and applicable federal case law interpreting and applying the FRCP, shall apply to such a motion
and the Arbitrator’s decision on the same. Nothing in this Agreement relieves either Party from any obligation they may have
to exhaust certain administrative remedies before arbitrating any Covered Disputes under this Agreement.
i. Reasoned
Award; Scope of Relief. In any arbitration proceeding under this Agreement, the Arbitrator shall issue a reasoned written award
that sets forth the essential findings and conclusions on which the award is based. The Arbitrator shall have the authority to award
any relief authorized by law in connection with the asserted Covered Disputes. The Arbitrator’s award shall be subject to
correction, confirmation, or vacation, as provided by any applicable governing judicial review of arbitration awards.
j. Arbitration
Fees/Costs; Attorneys’ Fees and Costs. The fees of the Arbitrator and all arbitration related costs shall be allocated
and paid in accordance with applicable state or federal law; provided, however, if required under applicable law (and/or under the rules of
the ADR service provider), the Company will pay all costs of the Arbitrator including the Arbitrator’s fee. Except as otherwise
required under applicable law, the Company and Employee shall each pay their own attorneys’ fees and costs incurred in connection
with the arbitration (including the fees and costs of any court reporter or videographer), and the Arbitrator will not have authority
to award attorneys’ fees and costs unless a statute or contract at issue in the dispute authorizes the award of reasonable attorneys’
fees and costs to the prevailing Party, in which case the Arbitrator shall have the authority to make an award of reasonable attorneys’
fees and costs to the same extent available under applicable law. If there is a dispute as to whether the Company or Employee is
the prevailing Party in the arbitration, the Arbitrator will decide this issue.
k. Jury
Trial Waiver; Provisional Remedies Allowed. The arbitration of Covered Disputes under this Agreement shall be instead of a trial
before a court or jury and the Company and Employee understand that they are expressly waiving any and all rights to a trial before a
court and/or jury regarding any Covered Disputes which they now have or which they may have in the future that are subject to arbitration
under this Agreement; provided, however, nothing in this Agreement prohibits either Party from seeking provisional remedies in court in
aid of arbitration including temporary restraining orders, preliminary injunctions and other provisional remedies.
**2. CONFIRMATION
OF VOLUNTARY CONSENT TO ARBITRATION. EMPLOYEE IS NOT REQUIRED AS A CONDITION OF EMPLOYMENT, OR CONTINUING EMPLOYMENT, TO AGREE
AND CONSENT TO ARBITRATION PURSUANT TO THIS AGREEMENT OR OTHERWISE. HOWEVER, IF EMPLOYEE AND THE COMPANY SIGN (OR ACKNOWLEDGE)
THIS AGREEMENT, EMPLOYEE’S AND THE COMPANY’S SIGNATURES (OR ACKNOWLEDGEMENTS) REFLECT EACH OF THE PARTY’S VOLUNTARY
AGREEMENT TO EACH OF THE TERMS OF THIS AGREEMENT AND CONFIRMS EACH PARTY VOLUNTARILY CONSENTS TO ARBITRATE COVERED DISPUTES. IF
EMPLOYEE DOES NOT WISH TO VOLUNTARILY AGREE AND CONSENT TO ARBITRATE COVERED DISPUTES, EMPLOYEE SHOULD NOT SIGN THIS AGREEMENT.**
**3. REASONABLE
RELIANCE; NO RETALIATION.** Given that this Agreement is purely voluntarily and consensual, if Employee signs this Agreement
and evidences Employee’s voluntary consent to arbitration, the Company may reasonably rely on Employee’s voluntary consent
to arbitration and both the Company and Employee shall be bound by this Agreement. No Company employee shall be retaliated against
if he or she decides not to voluntarily consent and agree to this Agreement. If, however, Employee decides not to agree to this
Agreement and if Employee believes that Employee has been retaliated against for doing so, Employee should immediately report such retaliation
to the Company’s Human Resources Department.
**4. SEVERABILITY**.
Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal,
invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected
thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part of this Agreement.
The invalid and unenforceable term or provision shall be deemed amended and limited in accordance with the intent of the Parties, as determined
from the face of this Agreement and the exhibits thereto, to the extent necessary to permit the maximum enforceability or validation of
such term or provision.
**5. NO
ALTERATION OF AT-WILL EMPLOYMENT.** Unless Employee and the Company have otherwise entered into an express, written employment
contract or agreement for a specified term, Employee and the Company acknowledge and agree that nothing in this Agreement creates or is
intended to create an express or implied contract for employment or continuing employment and this Agreement does not alter or otherwise
effect the at-will status of Employee’s employment with the Company.
**6. COUNTERPARTS;
CONSENT TO ELECTRONIC SIGNATURES.** This Arbitration Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the same agreement. Photographic or digital copies
or facsimile transmittals or electronic signatures/acknowledgements of such signed counterparts may be used in lieu of, and with the same
effect as, the originals. Further, the Parties understand and agree that this Arbitration Agreement may be signed and maintained
electronically, and the Company’s and Employee’s signatures below reflect each Party’s consent to the use of such electronic
signatures.
**7. ENTIRE
AGREEMENT/MODIFICATION/NO WAIVER**. There are no oral representations, understandings or agreements with the Company or any
of its officers, directors or employees covering the same subject matter as this Agreement. This written Agreement is the final, complete
and exclusive statement and expression of the agreement between the Company and Employee and of all the terms of this Agreement, it cancels
and supersedes all prior agreements with respect to the subject matter hereof, and it cannot be modified, varied, contradicted or supplemented
by evidence of any prior, contemporaneous, or subsequent oral agreement(s), or any prior written agreement(s). This Agreement may
not be later modified, varied, contradicted, or supplemented except by a further writing signed by the Company and Employee, and no term
of this Agreement may be waived except by a writing signed by the Party waiving the benefit of such terms.
**EMPLOYEE IS ENCOURAGED
TO TAKE THIS AGREEMENT HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. EMPLOYEE IS ALSO ENCOURAGED
TO CONSULT WITH A PRIVATE ATTORNEY BEFORE SIGNING THIS AGREEMENT. WHETHER EMPLOYEE DOES SO OR NOT IS EMPLOYEE’S DECISION.**
To acknowledge the Parties’
agreement to each of the foregoing terms, Employee’s and the Company’s signatures below confirm: (A) Employee and
the Company have received this Agreement, (B) Employee and the Company have read and understood each of the terms of this Agreement
(or has had the opportunity for others to read it to Employee and the Company), and (C) **EMPLOYEE AND THE COMPANY VOLUNTARILY CONSENT
AND AGREE TO EACH OF THE TERMS OF THIS AGREEMENT AND EMPLOYEE AND THE COMPANY VOLUNTARILY CONSENT TO ARBITRATION OF ALL COVERED DISPUTES
PURSUANT TO THIS AGREEMENT**.
| LYMI, INC. / BY: / NAME: HALI BORENSTEIN | /s/ Hali Borenstein | BY: | /s/ Ivan Tchakarov |
| --- | --- | --- | --- |
| TITLE: CEO | | | |
| DATE: | 7/17/2026 | DATE: | 7/18/2026 |
---
## EXHIBIT 10.25
SEC source: [tm2513004d11_ex10-25.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-25.htm)
**Exhibit 10.25**
**REFORMATION INC.**
**STOCK OWNERSHIP GUIDELINES**
(Adopted on **[_____]**; effective upon the effectiveness of the registration statement relating to Reformation Inc.’s initial
public offering)
The board of directors (the
“**Board**”) of Reformation Inc., a Delaware corporation (the “**Company**”), has adopted these Stock Ownership
Guidelines (these “**Guidelines**”) to more closely align the interests of the Company’s directors and executive
leadership team with the long-term interests of the stockholders of the Company.
These Guidelines are effective
as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of
the Exchange Act, with respect to any class of the Company’s securities (such date, the “**Effective Date**”)
**A.** **Applicability**
These Guidelines apply to the Company’s directors,
Chief Executive Officer and certain other members of the Company’s executive leadership team (collectively, the “**Covered
Persons**”) for as long as they continue to serve as Chief Executive Officer or as a member of the Company’s executive leadership
team, as the case may be.
**B.** **Stock Ownership Levels**
1. Non-Employee Directors
Each non-employee director
shall own a number of shares of the Company’s common stock with a value equal to at least five (5) times the value of his or
her annual retainer for service on the Board (not including any additional fees received for committee service, lead independent director
service, or meeting attendance). Each director must satisfy his or her applicable ownership level by the later of (i) the fifth anniversary
of the Effective Date or (ii) five (5) years after becoming a director.
2. Chief Executive Officer
The Chief Executive Officer
shall own a number of shares of the Company’s common stock with a value equal to at least ten (10) times his or her annual
base salary. The Chief Executive Officer must satisfy his or her applicable ownership level by the later of (i) the fifth anniversary
of the Effective Date or (ii) five (5) years after becoming the Company’s Chief Executive Officer.
3. Executive Leadership Team
Members of the Company’s
executive leadership team, which shall consist of all employees holding the title of “Chief” (other than the Chief Executive
Officer), shall own a number of shares of the Company’s common stock with a value equal to at least five (5) times his or her
annual base salary. Each member of the Company’s leadership team must satisfy his or her applicable ownership level by the later
of (i) the fifth anniversary of the Effective Date or (ii) five (5) years after becoming a member of the Company’s
executive leadership team.
4. Compliance with Stock Ownership Levels
Compliance with these Guidelines
will be measured based on (x) the Covered Person’s annual base salary on the Measurement Date (as defined below) and (y) the
average of the closing price of the Company’s common stock for the 30 trading day period ending on the trading day immediately prior
to the Measurement Date. “**Measurement Date**” shall mean the last day of the Company’s fiscal year.
5. Requirement to Retain Net Shares Until Stock Ownership Level is Satisfied
Unless and until a Covered
Person has satisfied his or her applicable level of ownership, he or she is required to retain an amount equal to 50% of the shares received
as the result of the exercise, vesting or payment of any equity awards after any shares are sold or withheld, as the case may be, to (i) pay
any applicable exercise price for an equity award or (ii) satisfy withholding tax obligations arising in connection with the exercise,
vesting or payment of an equity award. This requirement shall not apply with respect to any trading plans established under Rule 10b5-1
under the Securities Act of 1934, as amended, that were in effect (and not amended) prior to the Effective Date of these Guidelines.
**C.** **Shares Counted**
The following securities count
towards satisfaction of the stock ownership levels for Covered Persons:
- shares of the Company’s common stock;
- shares underlying vested and exercisable “in-the-money” stock options (with the value calculated based on the difference between the closing price of the Company’s common stock on the most recent Measurement Date and the exercise price of such stock options);
- shares underlying vested or unvested restricted stock units; and
- any other shares of the Company’s common stock in which the Covered Person holds a beneficial interest.
2
Shares of the Company’s
common stock or equity awards that are pledged or otherwise encumbered will not count towards satisfaction of the stock ownership guidelines.
**D.** **Reminder Regarding Section 16 Short-Swing Profit Rules**
Covered Persons are not required
to purchase shares of the Company’s common stock to satisfy these Guidelines. However, Covered Persons who are subject to Section 16
of the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”), should remain mindful of the short-swing profit
rules under Section 16 of the Exchange Act. Under those rules, any non-exempt purchase of the Company’s common stock by
a director or executive officer may be matched against his or her sales of the Company’s common stock within six (6) months
before or after that purchase, and will give rise to liability equal to the difference between the highest sale and lowest purchase price
during the six-month period.
**E.** **Administration**
These Guidelines shall be
administered, interpreted, and construed by the Company’s General Counsel, who shall have the authority to implement and carry out
these Guidelines in accordance with their terms and conditions, subject to oversight by the Compensation Committee of the Board. The Compensation
Committee has the authority to amend these Guidelines or approve exceptions due to hardship or other personal circumstances that require
such deviation or waiver.
3
---
## EXHIBIT 10.26
SEC source: [tm2513004d11_ex10-26.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-26.htm)
**Exhibit 10.26**
Execution Version
**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION
HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.**
CREDIT AND GUARANTY AGREEMENT
dated as of May 2, 2024
among
LYMI INC.,
as the Borrower,
REF HOLDINGS, INC.,
as Holdings,
THE SUBSIDIARIES OF THE BORROWER FROM TIME TO
TIME PARTY HERETO,
THE FINANCIAL INSTITUTIONS PARTY HERETO,
as the Lenders,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent,
JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., MORGAN
STANLEY SENIOR FUNDING, INC. and ROYAL BANK OF CANADA,
Lead Arrangers and Lead Bookrunners
**TABLE OF CONTENTS**
| Line item | Article 1 / DEFINITIONS | Page |
| --- | --- | --- |
| Section 1.01 | Defined Terms | 1 |
| Section 1.02 | Classification of Loans and Borrowings | 60 |
| Section 1.03 | Terms Generally | 60 |
| Section 1.04 | Effectuation of Transactions | 60 |
| Section 1.05 | Accounting Terms; GAAP; Currency | 61 |
| Section 1.06 | Timing of Payment of Performance | 62 |
| Section 1.07 | Pro Forma Calculations | 62 |
| Section 1.08 | Determination of Compliance with Certain Covenants; Amounts | 64 |
| Section 1.09 | Divisions | 65 |
| Section 1.10 | Rates | 65 |
| Section 1.11 | Exchange Rates, Currency Equivalents | 66 |
| | Article 2 | |
| | THE CREDITS | |
| Section 2.01 | Term Loan Commitments | 66 |
| Section 2.02 | Term Loans and Borrowings | 66 |
| Section 2.03 | Request for Term Loan Borrowings | 67 |
| Section 2.04 | Revolving Commitments | 69 |
| Section 2.05 | Revolving Loans and Borrowings | 69 |
| Section 2.06 | Request for Revolving Borrowings | 70 |
| Section 2.07 | Swing Line Loans | 72 |
| Section 2.08 | Letters of Credit | 75 |
| Section 2.09 | Type; Interest Elections | 82 |
| Section 2.10 | Termination or Reduction of Commitments | 83 |
| Section 2.11 | Repayment of Loans; Evidence of Debt | 84 |
| Section 2.12 | Optional Prepayment of Loans | 85 |
| Section 2.13 | Mandatory Prepayments | 85 |
| Section 2.14 | Fees | 89 |
| Section 2.15 | Interest | 90 |
| Section 2.16 | Benchmark Replacement Setting | 91 |
| Section 2.17 | Increased Costs | 93 |
| Section 2.18 | Break Funding Payments | 94 |
| Section 2.19 | Taxes | 94 |
| Section 2.20 | Payments Generally; Allocation of Proceeds; Sharing of Set-offs | 97 |
| Section 2.21 | Mitigation Obligations; Replacement of Lenders | 99 |
i
| Section 2.22 | Illegality | 100 |
| --- | --- | --- |
| Section 2.23 | Incremental Commitments | 100 |
| Section 2.24 | Refinancing Amendments | 103 |
| Section 2.25 | Extensions of Loans | 105 |
| Section 2.26 | Defaulting Lenders | 107 |
| | Article 3 | |
| | REPRESENTATIONS AND WARRANTIES | |
| Section 3.01 | Organization; Powers | 111 |
| Section 3.02 | Authorization; Enforceability | 111 |
| Section 3.03 | Governmental Approvals; No Conflicts | 112 |
| Section 3.04 | Financial Condition; No Material Adverse Change | 112 |
| Section 3.05 | Properties | 113 |
| Section 3.06 | Litigation and Environmental Matters | 113 |
| Section 3.07 | Compliance with Laws and Agreements; Licenses and Permits | 114 |
| Section 3.08 | No Defaults | 114 |
| Section 3.09 | Investment Company Status | 114 |
| Section 3.10 | Taxes | 114 |
| Section 3.11 | ERISA | 114 |
| Section 3.12 | Disclosure; No Undisclosed Liabilities | 115 |
| Section 3.13 | Solvency | 115 |
| Section 3.14 | Subsidiaries | 116 |
| Section 3.15 | Security Interest in Collateral | 116 |
| Section 3.16 | Labor Disputes | 116 |
| Section 3.17 | Federal Reserve Regulations | 117 |
| Section 3.18 | Sanctioned Persons | 117 |
| Section 3.19 | PATRIOT Act; Anti-Money Laundering; FCPA | 117 |
| | Article 4 | |
| | CONDITIONS | |
| Section 4.01 | Closing Date Conditions | 117 |
| Section 4.02 | Conditions to Each Extension of Credit after the Closing Date | 120 |
| | Article 5 | |
| | AFFIRMATIVE COVENANTS | |
| Section 5.01 | Financial Statements and Other Reports | 120 |
| Section 5.02 | Existence | 124 |
| Section 5.03 | Payment of Taxes and Claims | 124 |
| Section 5.04 | Maintenance of Properties | 124 |
| Section 5.05 | Insurance | 125 |
| Section 5.06 | Inspections | 125 |
ii
| Section 5.07 | Compliance with Laws | 126 |
| --- | --- | --- |
| Section 5.08 | Environmental | 126 |
| Section 5.09 | Reserved | 126 |
| Section 5.10 | Use of Proceeds | 126 |
| Section 5.11 | Additional Collateral; Further Assurances | 126 |
| Section 5.12 | Designation Of Unrestricted Subsidiaries | 129 |
| Section 5.13 | Post-Closing Items | 130 |
| | Article 6 | |
| | NEGATIVE COVENANTS | |
| Section 6.01 | Financial Covenants | 130 |
| Section 6.02 | Indebtedness | 131 |
| Section 6.03 | Liens | 138 |
| Section 6.04 | No Further Negative Pledges | 143 |
| Section 6.05 | Restricted Payments | 145 |
| Section 6.06 | Cash Payments on Junior Financing | 149 |
| Section 6.07 | [Reserved] | 150 |
| Section 6.08 | Investments | 150 |
| Section 6.09 | Fundamental Changes; Disposition of Assets | 154 |
| Section 6.10 | Transactions with Affiliates | 159 |
| Section 6.11 | Conduct of Business; Fiscal Year | 160 |
| Section 6.12 | Sale and Lease-Back Transactions | 161 |
| Section 6.13 | Amendments or Waivers of Charter Documents | 161 |
| Section 6.14 | Amendments of or Waivers with Respect to Certain Indebtedness | 161 |
| Section 6.15 | Holdings | 161 |
| | Article 7 | |
| | EVENTS OF DEFAULT | |
| Section 7.01 | Events of Default | 162 |
| Section 7.02 | Remedies | 165 |
| | Article 8 | |
| | THE AGENTS | |
| Section 8.01 | General | 165 |
| Section 8.02 | Lender Acknowledgement | 167 |
| Section 8.03 | Erroneous Payments | 169 |
| Section 8.04 | Borrower Communications | 171 |
iii
| Line item | Article 9 / MISCELLANEOUS | |
| --- | --- | --- |
| Section 9.01 | Notices | 172 |
| Section 9.02 | Waivers; Amendments | 174 |
| Section 9.03 | Expenses; Indemnity; Damage Waiver | 177 |
| Section 9.04 | Successors and Assigns | 180 |
| Section 9.05 | Survival | 187 |
| Section 9.06 | Counterparts; Integration; Effectiveness | 187 |
| Section 9.07 | Severability | 187 |
| Section 9.08 | Right of Setoff | 188 |
| Section 9.09 | Governing Law; Jurisdiction; Consent to Service of Process | 188 |
| Section 9.10 | WAIVER OF JURY TRIAL | 189 |
| Section 9.11 | Headings | 189 |
| Section 9.12 | Confidentiality | 189 |
| Section 9.13 | Rights under Hedge Agreements | 190 |
| Section 9.14 | Several Obligations; Violation of Law | 190 |
| Section 9.15 | USA PATRIOT Act | 190 |
| Section 9.16 | Disclosure | 191 |
| Section 9.17 | Appointment for Perfection | 191 |
| Section 9.18 | Interest Rate Limitation | 191 |
| Section 9.19 | Exclusive Authority | 192 |
| Section 9.20 | Releases of Liens | 192 |
| Section 9.21 | Conflicts | 193 |
| Section 9.22 | Intercreditor Agreements | 193 |
| Section 9.23 | Acknowledgment and Consent to Bail-In of Affected Financial Institutions | 193 |
| Section 9.24 | Acknowledgement Regarding Any Supported QFC | 194 |
| Section 9.25 | Special Provisions Relating to Currencies Other Than Dollars | 195 |
| | Article 10 | |
| | LOAN GUARANTY | |
| Section 10.01 | Guaranty | 196 |
| Section 10.02 | Guaranty of Payment | 196 |
| Section 10.03 | No Discharge or Diminishment of Loan Guaranty | 196 |
| Section 10.04 | Defenses Waived | 197 |
| Section 10.05 | Rights of Subrogation | 198 |
| Section 10.06 | Subordination of Other Obligations | 198 |
| Section 10.07 | Reinstatement; Stay of Acceleration | 198 |
| Section 10.08 | Information | 198 |
| Section 10.09 | Maximum Liability | 198 |
| Section 10.10 | Contribution | 199 |
| Section 10.11 | Liability Cumulative | 199 |
| Section 10.12 | Release of Loan Guarantors | 200 |
| Section 10.13 | Excluded Swap Obligations | 200 |
iv
SCHEDULES:
Schedule 1.01 Existing Investors
Schedule 1.01A Secured Hedging Obligations
Schedule 1.02 Existing Letters of Credit
Schedule 2.01A Initial Term Loan Commitment Schedule
Schedule 2.01B Initial Revolving Commitment Schedule
Schedule 3.06 Litigation
Schedule 3.14 Capitalization and Subsidiaries
Schedule 5.13 Post-Closing Matters
Schedule 6.02 Existing Indebtedness
Schedule 6.03(l) Existing Liens
Schedule 6.04 Existing Restrictions
Schedule 6.08 Existing Investments
EXHIBITS:
Exhibit A Form of Assignment and Assumption
Exhibit B Form of Compliance Certificate
Exhibit C Form of Joinder Agreement
Exhibit D Form of Borrowing Request
Exhibit E Form of Promissory Note
Exhibit F Form of Interest Election Request
Exhibit G Auction Procedures
Exhibit H Form of Solvency Certificate
Exhibit I Form of Issuance Notice
Exhibit J Form of Intercompany Subordination Agreement
Exhibit K Form of Optional Prepayment Notice
Exhibit L Form of Tax Certificates
v
CREDIT AND GUARANTY AGREEMENT,
dated as of May 2, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
among LYMI INC., a Delaware corporation (the “Borrower”), REF HOLDINGS, INC., a Delaware corporation (“Holdings”),
each other subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Section 1.01) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”)
and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders hereunder.
**RECITALS**
The Borrower has requested
that the Lenders extend credit, consisting of (i) Initial Term Loans in an aggregate principal amount equal to $165,000,000 to be
made on the Closing Date and (ii) Revolving Commitments in an aggregate principal amount of $30,000,000 to be available on the Closing
Date and at any time and from time to time after the Closing Date and prior to the Maturity Date. The proceeds of the Initial Term Loans
are to be used (x) within 30 days of the Closing Date to finance the Closing Date Dividend and (y) on or after the Closing
Date for other general corporate purposes, capital expenditures, Permitted Acquisitions and other Investments, in each case as permitted
under this Agreement. The proceeds of the Revolving Commitments may be used on and after the Closing Date as set forth in Section 2.05(b).
The Lenders are willing to
extend such credit to the Borrower and the other Loan Parties on the terms and subject to the conditions set forth herein. Accordingly,
the parties hereto agree as follows:
**Article 1**
**DEFINITIONS**
**Section 1.01***Defined
Terms . As used in this Agreement, the following terms have the meanings specified below:*
“ABR” means,
when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.
“Act” shall
have the meaning assigned to such term in Section 9.15.
“Additional Lender”
shall have the meaning assigned to such term in Section 2.24(a).
“Administrative Agent”
shall have the meaning assigned to such term in the preamble to this Agreement.
“Administrative Agent
Fee Letter” means that certain Fee Letter, dated as the date hereof, by and between Borrower and the Administrative Agent.
“Adverse Proceeding”
means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries,
threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.
“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, “control”, (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person, means the possession,
directly or indirectly, of (a) for purposes of Section 6.10, the power to vote 10% or more of the Capital Stock having
the ordinary voting power for the election of directors of such Person or (b) for all other purposes, the power to direct or cause
the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise,
but excluding any Person that would be an “Affiliate” solely because it is an unrelated portfolio company of the Sponsor
Group.
“Affiliated Lender”
means, at any time, any Lender that is Holdings, or any Subsidiary of Holdings or any of their respective Affiliates (excluding any Debt
Fund Affiliates); *provided* that, notwithstanding the foregoing, “Affiliated Lender” shall not include any natural
person.
“Agent Indemnitee”
shall have the meaning set forth in Section 9.03.
“Agents”
means the Administrative Agent and the Collateral Agent.
“Agreement”
shall have the meaning assigned to such term in the preamble.
“AHYDO Catch-Up Payment”
means any payment, including subordinated debt obligations, in each case to avoid the application of Section 163(e)(5) of the
Code.
“Alternate Base Rate”
means, 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* 1/2 of 1.00% and (c) 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 U.S. Government Securities Business Day, the immediately preceding
U.S. Government Securities Business Day determined on such day *plus* 1.00%; *provided* that, for the purpose of this definition,
Term SOFR for 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). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate Rate or Term SOFR shall be
effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Term SOFR, as the case may be. For
the avoidance of doubt, at no time shall the Alternate Base Rate be less than 1.00% per annum.
2
“Applicable Margin”
means, for any day (a) with respect to Initial Revolving Loans (i) with respect to any Term Benchmark Revolving Loan or RFR
Revolving Loan, 3.75% and (ii) with respect to any ABR Loan, 2.75%, (b) with respect to Initial Term Loans (i) with respect
to any Term Benchmark Loan, 3.75%, (ii) with respect to any ABR Loan, 2.75%, (c) with respect to any Incremental Term Loan
or Incremental Revolving Loan, as specified in the appropriate Incremental Assumption Agreement, (d) with respect to any Extended
Loan, as specified in the applicable Extension Offer and (e) with respect to any Refinancing Term Loans or Refinancing Revolving
Loans, as specified in the applicable Refinancing Amendment.
“Applicable Percentage”
means, with respect to any Lender with respect to any Class or Classes of Loans or Commitments, a percentage equal to a fraction
the numerator of which is the aggregate outstanding principal amount of the Commitments (or, if no Commitments are then outstanding,
the Loans) of such Class or Classes of such Lender and the denominator of which is the aggregate outstanding principal amount of
the Commitments (or, if no Commitments are then outstanding, the Loans) of such Class or Classes of all Lenders.
“Approved Borrower
Portal” shall have the meaning assigned to such term in Section 8.04(a).
“Approved Currency”
means Dollars and each Designated Foreign Currency.
“Approved Fund”
means any Person (other than 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) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Asset Sale”
means any Dispositions of property pursuant to Section 6.09(n), 6.09(t)(iii), (z) and/or (aa) that
yield aggregate consideration to Holdings or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-Cash
proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-Cash proceeds) in excess
of an amount equal to [***] with respect to any single Disposition or series of related Dispositions of property; *provided* that
Dispositions excluded as Asset Sales pursuant to the foregoing threshold shall not exceed [***] in the aggregate for any Fiscal Year.
“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved
by the Administrative Agent and the Borrower.
“Attributable Indebtedness”
means, in respect of a Sale and Lease-Back Transaction, at the time of determination, the present value of the obligation of the Loan
Party that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license
or other payments during the remaining term of the lease, license or other arrangement included in such Sale and Lease-Back Transaction,
including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party
(or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.
3
“Auction Agent”
means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not
an Affiliate of the Administrative Agent) to act as an arranger in connection with any non-pro rata assignments of Term Loans pursuant
to Section 9.04; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the
written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree
to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.
“Auction Procedures”
means the auction procedures with respect to non-pro rata assignments of Term Loans pursuant to Section 9.04(f) set
forth in Exhibit G hereto or such other procedures as may be reasonably acceptable to the Auction Agent.
“ASU 2016-02”
shall have the meaning assigned to such term in Section 1.05(a).
“Available Amount”
means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of, without duplication:
(a)an
amount equal to the greater of $30,000,000 and 50.0% Consolidated Adjusted EBITDA for the most recent Test Period for which financial
statements have been made available pursuant to Section 5.01(a) or (b)), *plus*
(b)50%
of the cumulative amount of Consolidated Net Income since the Closing Date through and including the last day of the most recent Test
Period, *plus*
(c)(I) the
cumulative amount of Cash and Cash Equivalent proceeds from (i) the sale of Qualified Capital Stock of Holdings or of any direct
or indirect parent of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which
proceeds have been contributed as Qualified Capital Stock to the capital of the Borrower and (ii) the Qualified Capital Stock of
Holdings or of any direct or indirect parent of Holdings issued upon conversion of Indebtedness of Holdings incurred after the Closing
Date (to the extent the proceeds therefrom were contributed to the Borrower or any Restricted Subsidiary or with respect to which the
Borrower or any Restricted Subsidiary provided a Guarantee), the Borrower or any Restricted Subsidiaries owed to a Person other than
a Loan Party or a Restricted Subsidiary and (II) the fair market value (as determined by the board of directors of the Borrower)
of assets or property received by the Borrower and/or any Restricted Subsidiaries as a contribution to its equity capital (in each case,
excluding (w) issuances of Disqualified Capital Stock, (x) an Excluded Contribution, (y) any such contribution by Holdings
or any of its Subsidiaries, and (z) issuances of Capital Stock applied pursuant to Section 6.05(c)(ii) or (d), Section 6.06(d) or Section 6.08(h) or (q)), *plus*
(d)any
Declined Proceeds, *plus*
(e)100%
of the aggregate amount received by the Borrower and/or any Restricted Subsidiary in Cash, Cash Equivalents and assets (valued at the
fair market value thereof, as determined by the board of directors of the Borrower) from:
(i)the
sale (other than to Holdings or any such Restricted Subsidiary) of any Capital Stock of an Unrestricted Subsidiary or any minority Investments,
or
4
(ii)any
dividend or other distribution by an Unrestricted Subsidiary or received in respect of any minority Investments, or
(iii)any
interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority
Investments, or
(iv)to
the extent not otherwise included in clauses (i) through (iii) above, other Investments made pursuant to Section 6.08(v),
in each case in this clause (e),
(x) to the extent such Investments were originally made using the Available Amount pursuant to Section 6.08(v) and
(y) limited to an amount not to exceed the original principal amount of the applicable Investment originally made using the Available
Amount, *plus*
(f)any
amount of the Available Amount used to make Investments pursuant to Section 6.08(v) after the Closing Date and prior
to such time, *minus*
(g)any
amount of the Available Amount used to make Restricted Payments pursuant to Section 6.05(e) after the Closing Date and
prior to such time, *minus*
(h)any
amount of the Available Amount used to make payments or redemptions pursuant to Section 6.06(g) after the Closing Date
and prior to such time.
“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Approved Currency, as applicable, (x) if
such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length
of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to
such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated
with reference to such Benchmark pursuant to this Agreement, in each case, 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 “Interest Period” pursuant to Section 2.16(d).
“Bail-In Action”
means 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”
means, (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 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).
5
“Banking Services”
means, as to any Person, each and any of the following bank services provided to such Person: (a) commercial credit cards, (b) stored
value cards, (c) purchasing cards, (d) treasury management services (including, without limitation, controlled disbursement,
ACH or CPA transactions, return items and interstate depository network services), (e) other services in connection with the opening
and management of Deposit Accounts and (f) services with the endorsement and deposit of negotiable instruments.
“Banking Services
Obligations” means, as to any Person, any and all obligations of such Person, whether absolute or contingent and however and
whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor),
in connection with Banking Services.
“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”.
“Benchmark”
means, initially, with respect to any (i) RFR Loan, SONIA or (ii) Term Benchmark Loan, the Relevant Rate for such Approved
Currency; *provided* that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect
to the applicable Relevant Rate or the then-current Benchmark for such Approved Currency, then “Benchmark” means the applicable
Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(a).
“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the
Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities
at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined
would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other
Loan Documents.
“Benchmark Replacement
Adjustment” means, 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 giving due consideration to (a) 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 or (b) 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 the applicable
Approved Currency at such time.
6
“Benchmark Replacement
Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to the then-current Benchmark:
(a)in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the
date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such
Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or
such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
(b)in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark
(or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such
Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark
(or such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference
to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such
date.
For the avoidance of doubt,
(i) 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 (ii) if such Benchmark is a term rate, 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” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current
Benchmark:
(a)a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component
thereof);
(b)a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the CME Term SOFR Administrator,
the central bank for the Approved Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such
component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or
such component thereof); or
7
(c)a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt,
if such Benchmark is a term rate, 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 Transition
Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement
Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the
ninetieth (90th) day prior to the expected date of such event as of such public statement or publication of information (or
if the expected date of such prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement
or publication).
“Benchmark Unavailability
Period” means 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 the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with Section 2.16.
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
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”.
“Board”
means the Board of Governors of the Federal Reserve System of the United States of America.
8
“Borrower”
shall have the meaning assigned to such term in the preamble to this Agreement.
“Borrowing”
means any Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term Benchmark Loans,
as to which a single Interest Period is in effect.
“Borrowing Minimum”
means (a) with respect to a Borrowing of Term Loans, $5,000,000, (b) with respect to a Borrowing of Revolving Loans denominated
in Dollars, $1,000,000 and (c) with respect to a Borrowing of Revolving Loans denominated in any other Designated Foreign Currency,
as the Administrative Agent and the Borrower shall agree.
“Borrowing Multiple”
means (a) with respect to a Borrowing of Term Loans, $1,000,000, (b) with respect to a Borrowing of Revolving Loans denominated
in Dollars, $100,000 and (c) with respect to a Borrowing of Revolving Loans denominated in any other Designated Foreign Currency,
as the Administrative Agent and the Borrower shall agree.
“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03(a), 2.06(a) or 2.07(b) and
substantially in the form attached hereto as Exhibit D, or such other form as shall be approved by the Administrative Agent.
“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required
by law to remain closed; provided, that, in addition to the foregoing, a Business Day shall be (a) in relation to Loans denominated
in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day and (b) in relation to any
RFR Loans, a RFR Business Day.
“Calculation Date”
means (a) the date of delivery of each Borrowing Request, (b) the date of issuance, extension or renewal of any Letter of Credit,
(c) the date of conversion or continuation of any Borrowing of a Loan, (d) each date a calculation of fees due under this Agreement
is required to be made and (e) the last Business Day of each Fiscal Quarter.
“Capital Expenditures”
shall mean, for any period, the aggregate amount (whether paid in cash or accrued as a liability) that would, in accordance with GAAP,
be included on the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries for such period as growth of
or additions to equipment, fixed assets, real property or improvements or other capital assets (including capital lease obligations)
or that should otherwise be capitalized or reflected in the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries
or other capital expenditures of such Person for such period, but excluding any such amounts (i) financed with the proceeds of Dispositions,
long term Indebtedness (other than Revolving Loans) or any issuance of Capital Stock, (ii) that are actually paid by a third party
and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation
to such third party, (iii) paid in connection with the Distribution Center Transaction and (iv) related to non-maintenance
Capital Expenditures.
“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is or should be accounted for as a capital lease or finance lease on the balance sheet of that Person.
9
“Capital Lease Obligations”
means, with respect to any Person, all obligations of such Person with respect to any Capital Lease, in each case taken at the amount
thereof accounted for as indebtedness in accordance with such principles.
“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.
“Cash” means
money, currency or a credit balance in any demand or Deposit Account.
“Cash Collateralize”
means, in respect of an Obligation, to provide to the Collateral Agent, for the benefit of the Secured Parties, Cash collateral in the
applicable Approved Currency, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent (and, in the case of Letters of Credit, the Issuing Bank), or to otherwise backstop in a manner reasonably satisfactory to the
Administrative Agent (and, in the case of Letters of Credit, the Issuing Bank), such Obligations (and “Cash Collateralization”,
“Cash Collateralized” and “Cash Collateralizing” have a corresponding meaning). “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other
credit support.
“Cash Equivalents”
means assets that, as of the date acquired by Holdings or any Subsidiary, are (a) marketable securities (i) issued or directly
and unconditionally guaranteed as to interest and principal by the United States Government or (ii) issued by any agency of the
United States Government, the obligations of which are backed by the full faith and credit of such government, in each case maturing
within one year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having,
at the time of the acquisition thereof, (i) a short-term rating of at least A-2 from S&P, at least P-2/MIG-2 from Moody’s
or at least F-2 from Fitch or (ii) a long-term rating of at least A from S&P, at least A-2 from Moody’s or at least A
from Fitch; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A-1 from S&P, at least P-1 from Moody’s or at least F-1 from Fitch; (d) certificates
of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial
bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any province or territory
thereof that has Tier 1 capital (as defined in the regulations of its primary federal banking regulator) of not less than $100,000,000,
(e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $250,000,000,
and (iii) has the highest rating obtainable from either S&P, Moody’s or Fitch; (f) fully collateralized repurchase
agreements with a term of not more than 180 days for securities described in clause (a) above and entered into with
a financial institution satisfying the criteria described in clause (d) above; and (g) instruments equivalent
to those referred to in clauses (a) through (f) above denominated in any foreign currency comparable in
credit quality and tenor to those referred to above and commonly used by corporations for Cash management purposes in any jurisdiction
outside the United States to the extent reasonably required in connection with any business conducted by any Subsidiary organized in
such jurisdiction.
10
“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
“CBR Spread”
means the Applicable Margin, applicable to such Loan that is replaced by a CBR Loan.
“Central Bank Rate”
means, the greater of (I)(A) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s
“Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following
three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing
operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main
refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any
successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor
thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit
facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor
thereto) from time to time, (d) any other Designated Foreign Currency determined after the Closing Date, a central bank rate as
determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (II) the
Floor.
“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for
which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during
such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such
period, (b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average
of Daily Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which Daily Simple RFR
for Sterling Borrowings was available (excluding, from such averaging, the highest and the lowest such Daily Simple RFR applicable during
such period of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business
Day in such period and (c)) any other Designated Foreign Currency determined after the Closing Date, a Central Bank Rate Adjustment as
determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank
Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall
be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in
the applicable Approved Currency for a maturity of one month.
“CFC” means
a controlled foreign corporation as defined in Section 957(a) of the Internal Revenue Code.
11
“CFC Holding Company”
means a Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia (a) that
owns equity interests in a CFC (directly or indirectly through entities that are disregarded for U.S. federal income tax purposes) and
(b) that holds no material assets other than equity interests in CFCs (or such disregarded entities referred to in clause (a)).
“Change in Law”
means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) adoption
or pronouncement of any request, guideline or directive (whether or not having the force of law, but if not having the force of law being
of a type with which persons to whom it is directed are accustomed to comply) of any Governmental Authority made or issued after the
date of this Agreement; *provided*, *however*, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street
Reform and Consumer Protection Act, and all requests, rules, guidelines or directives promulgated thereunder, and all requests, rules,
guidelines or directives concerning capital adequacy promulgated by Bank for International Settlements, the Basel Committee on Banking
Regulations and Supervisory Practices (or any successor or similar authority) of the United States or foreign regulatory authorities,
shall in each case be deemed to be a “Change in Law”, regardless of the date enacted or adopted unless the Lenders are required
to comply with such request, rule, guidance or directive as of the Closing Date.
“Change of Control”
means, at any time, (a) prior to an initial public offering by Holdings (or any Parent Company) in an underwritten primary public
offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement
or prospectus filed with the SEC in accordance with the Securities Act or other applicable Requirements of Law (whether alone or in connection
with a secondary public offering) (a “Qualifying IPO”), if 50% or more of the combined voting power of all of the
Capital Stock of Holdings is not directly or indirectly beneficially owned and controlled by one or more (individually or in the aggregate)
Permitted Investors, (b) on or after a Qualifying IPO, the acquisition by any Person or Persons that are together a “group”
within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act or any Person (other than Permitted Investors or any “group”
controlled by one or more (individually or in the aggregate) Permitted Investors), including any group acting for the purpose of acquiring,
holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of Capital Stock representing more than the greater of (x) 35% of
the total voting power of all of the outstanding voting stock of Holdings and (y) the percentage of the total voting power of all
of the outstanding voting stock of Holdings owned, directly or indirectly, beneficially or of record by one or more (individually or
in the aggregate) Permitted Investors unless, in the case of either clause (a) or clause (b) of this
definition, one or more Permitted Investors have, at such time, the right or the ability by voting power, contract or otherwise to elect
or designate for election at least a majority of the board of directors of Holdings, (c) Holdings shall cease to own directly 100%
of the Capital Stock of the Borrower or (d) any “change of control” or similar event under Permitted First Priority
Refinancing Debt, Permitted Second Priority Refinancing Debt, Permitted Unsecured Refinancing Debt or any Junior Financing that constitutes
Material Indebtedness shall occur.
12
“Class”
means, when used in reference to (a) any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are Initial
Term Loans, Initial Revolving Loans, Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing
Revolving Loans, Extended Revolving Loans or Extended Term Loans, (b) any Commitment, whether such Commitment is an Initial Term
Loan Commitment, Initial Revolving Commitment, Incremental Term Commitment, Incremental Revolving Commitment, Extended
Revolving Commitment, Refinancing Revolving Commitment or Refinancing Term Loan Commitment and (c) any Lender, whether such Lender
has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Each tranche of Refinancing Term Loan Commitments,
Refinancing Revolving Commitments, Extended Revolving Commitments, Refinancing Term Loans, Refinancing Revolving Loans, Other Term Loans,
Extended Term Loans or Extended Revolving Loans that have different terms and conditions shall be construed to be in different Classes.
“Closing Date”
means May 2, 2024, which is the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).
“Closing Date Dividend”
means the dividend paid by Holdings within 30 days of the Closing Date to the equity holders of Holdings in an amount not to exceed $165,000,000.
“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).
“Code” means
the Internal Revenue Code of 1986.
“Collateral”
means any and all property of a Loan Party subject or purported to be subject to a Lien under the Collateral Documents and any and all
other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject or purported to be subject to a Lien
pursuant to the Collateral Documents in favor of the Collateral Agent, on behalf of itself and the Secured Parties, to secure the Secured
Obligations.
“Collateral Agent”
shall have the meaning assigned to such term in the preamble to this Agreement.
“Collateral Documents”
means, collectively, the U.S. Pledge and Security Agreement, the Mortgages (if any), and any other documents granting or purporting to
grant a Lien upon the Collateral as security for payment of the Secured Obligations.
“Commitment”
means the Revolving Commitments and the Term Loan Commitments. The aggregate principal amount of the Commitments as of the Closing Date
is $195,000,000.
“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
13
“Competitor”
shall have the meaning assigned to such term in the definition of “Disqualified Assignee”.
“Compliance Certificate”
means a Compliance Certificate substantially in the form of Exhibit B.
“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,”
the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition
of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, the applicability and length of lookback periods, the applicability of Section 2.18 and other technical,
administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to
reflect the adoption and implementation of any such rate or to permit the use and 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 any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower)
is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.
14
“Consolidated Adjusted
EBITDA” means, for any period, an amount determined for Holdings and the Restricted Subsidiaries on a consolidated basis equal
to (I) Consolidated Net Income for such period, *plus* (II) to the extent deducted in arriving at such Consolidated Net
Income, the sum, without duplication, of (a) Consolidated Interest Expense and charges, commissions, discounts, yield and other
similar fees and charges incurred pursuant to Factoring Transactions which are payable to any Person other than a Loan Party, (b) provisions
for taxes based on income or equity, (c) total depreciation expense, (d) total amortization expense, (e) Transaction Costs,
(f) other non-Cash items (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential
Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period), (g) transaction, termination
and management, monitoring, consulting, board of director, administrative and similar fees and expenses to the Sponsor Group to the extent
permitted hereunder, (h) earn-out expenses resulting from acquisitions or other investments, (i) costs and expenses (including
due diligence expenses) associated with any Permitted Acquisition, merger, amalgamation, Investment or Disposition permitted hereunder,
including any related transaction (whether or not any such transaction is consummated), in each case to the extent that such transaction
constitutes a Subject Transaction, (j) costs related to the initial study and implementation of the Sarbanes-Oxley Act, including
the costs of recruiting and hiring staff, (k) stock option expenses, equity-based compensation expenses and/or expenses related
to stock-based compensation, (l) the amount of any net income (loss) attributable to non-controlling interests in any non-wholly-owned
Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Incom*e*, (m) losses arising from the
extinguishment of debt in connection with debt modifications, exchanges and similar transactions, (n) costs, expenses, charges and
losses associated with the Distribution Center Transaction, including (i) construction, development and implementation costs and
(ii) rent, utility, taxes and other related costs associated with the Distribution Center prior to the time it becomes operational,
(o) expenses incurred in connection with the prepayment, amendment, modification, restructuring or Refinancing of Indebtedness during
such period, (p) any non-capitalized transaction costs incurred during such period in connection with an actual or proposed incurrence
of Indebtedness, including a Refinancing thereof, issuance of Capital Stock or recapitalization (excluding the Transactions), (q) any
unrealized net loss incurred in such period from the application of fair value accounting in respect of Hedge Agreements, (r) any
unrealized net loss incurred in such period from currency translation losses, (s) any loss from the early extinguishment of Indebtedness
or Hedge Agreements or other derivative instruments, (t) any loss from disposed, abandoned, divested and/or discontinued assets,
properties, operations and losses on disposal of disposed, abandoned, transferred, closed or discontinued operations and any losses,
charges and expenses related to the impairment of assets (other than, at the option of the Borrower, assets, properties and/or operations
pending the divestiture or termination thereof), (u) any losses, charges, fees and expenses attributable to asset dispositions or
abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business (including,
without limitation, asset retirement costs), as determined in good faith by the Borrower, (v) restructuring and related charges,
integration costs, business optimization expenses and charges attributable to, and payments of, legal settlements, fines, judgments or
orders and severance, relocation costs, facilities start-up costs, recruiting fees, signing costs, retention or completion bonuses and
transition costs, (w) reasonably identifiable and factually supportable expected cost savings, operating expense reductions, restructuring
charges and expenses and cost-saving synergies related to the Transactions projected by the Borrower in good faith to result from actions
with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower
and evidenced by a certificate of the chief financial officer of the Borrower) within 18 months after the Closing Date; *provided* that
the amount added to Consolidated Adjusted EBITDA pursuant to this clause (w) in such period, when taken together with
amounts added to Consolidated Adjusted EBITDA pursuant to clause (x) immediately below in such period, shall not exceed
25.0% of Consolidated Adjusted EBITDA (such percentage to be calculated prior to giving effect to any amounts added to Consolidated Adjusted
EBITDA for such period pursuant to this clause (w) or clause (x) below), (x) reasonably identifiable
and factually supportable expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies
related to acquisitions, divestitures, restructuring, cost savings initiatives and other similar initiatives relating to transactions
consummated or initiatives implemented after the Closing Date (in each case other than in respect of the Transactions) and projected
by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be,
taken (in the good faith determination of the Borrower and evidenced by a certificate of the chief financial officer of the Borrower)
within 18 months after such transaction or initiative is consummated; *provided* that the amount added to Consolidated Adjusted
EBITDA pursuant to this clause (x) in such period, when taken together with amounts added to Consolidated Adjusted EBITDA
pursuant to clause (w) immediately above in such period, shall not exceed 25% of Consolidated Adjusted EBITDA (such
percentage to be calculated prior to giving effect to any amounts added to Consolidated Adjusted EBITDA for such period pursuant to this clause (x) or clause (w) above), (y) the amount of any charge that is reimbursable by any third
party pursuant to indemnification or expense reimbursement provisions or similar agreements or insurance; *provided* that in respect
of any fees, costs and expenses added back pursuant to this clause (y), the Borrower in good faith expects to receive reimbursement
for such fees and/or charges within the next four fiscal quarters (it being understood that to the extent not actually received within
such fiscal quarters, to the extent previously added back to consolidated net income in determining Consolidated Adjusted EBITDA for
a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated Adjusted EBITDA for such fiscal quarter),
(z) adjustments and add backs specifically identified in the Model, (aa) any losses or expenses incurred resulting from the effects
of purchase accounting, (bb) cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated
Adjusted EBITDA in any period solely to the extent that the corresponding non cash gains relating to such receipts were deducted in the
calculation of Consolidated Adjusted EBITDA pursuant to clause (III) below for any previous period after the Closing Date and
not added back, (cc) costs, and payments, in connection with actual or prospective litigation, legal settlements, fines, judgments or
orders and (dd) rent, utilities, taxes and other lease costs associated with domestic distribution centers or similar locations existing
on the Closing Date after the Distribution Center becomes operational and solely on account of periods ending on or prior to December 31,
2026; *provided* that the amount added to Consolidated Adjusted EBITDA pursuant to this clause (dd) in any such period shall
not exceed $3 million *minus* (III) to the extent added in arriving at such Consolidated Net Income, the sum, without duplication,
of (a) non-cash income or gains (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve
for potential Cash item in any prior period), (b) income or gains arising from the extinguishment of debt in connection with debt
modifications, exchanges and similar transactions, (c) [reserved], (d) any unrealized net income or gain incurred in such period
from the application of fair value accounting in respect of Hedge Agreements, (e) any net income or gain incurred in such period
from currency translation gains, (f) any net income or gain from the early extinguishment of Indebtedness or Hedge Agreements or
other derivative instruments, (g) any net income or gains from disposal of disposed, abandoned, transferred, closed or discontinued
operations, (h) any net income or gain attributable to asset dispositions or abandonments or the sale or other disposition of any
Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Borrower and (i) any
net income or gain resulting from the effects of purchase accounting.
15
Notwithstanding anything to
the contrary contained herein, for purposes of determining Consolidated Adjusted EBITDA under this Agreement for any period that includes
any of the Fiscal Quarters ended or ending (as applicable) June 30, 2023, September 30, 2023, December 31, 2023 and March 31,
2024, Consolidated Adjusted EBITDA for the Fiscal Quarters ending June 30, 2023, September 30, 2023, December 31, 2023
and March 31, 2024 shall be deemed to be $16,619,545, $21,491,828, $15,668,176, and $7,824,927, respectively (subject to adjustments
after the Closing Date pursuant to Section 1.07).
“Consolidated Interest
Expense” means, for any period, total interest expense (including that portion attributable to Capital Lease Obligations in
accordance with GAAP and capitalized interest) of Holdings and the Restricted Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of Holdings and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under Hedge Agreements, but excluding, however, any fees payable in connection with
the Transactions on or before the Closing Date.
“Consolidated Net
Income” means, for any period, the net income (or loss) of Holdings and the Restricted Subsidiaries on a consolidated basis
for such period taken as a single accounting period determined in conformity with GAAP, excluding the effects, without duplication, of
(a) the income (or loss) of any Person (other than a Restricted Subsidiary) in which any other Person (other than Holdings or any
Restricted Subsidiary) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to
Holdings or any Restricted Subsidiary by such Person during such period, (b) the income (or loss) of any Person accrued prior to
the date it becomes a Restricted Subsidiary or is merged into or consolidated with Holdings or any Restricted Subsidiary or that Person’s
assets are acquired by Holdings or any Restricted Subsidiary, (c) any after-tax gains or losses attributable to asset sales or returned
surplus assets of any Pension Plan, (d) any extraordinary, non-recurring or unusual gains, losses, charges or expenses and (e) the
cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income. In addition,
to the extent not already accounted for in the Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated
Net Income shall include the amount of net proceeds received by Holdings or any Restricted Subsidiary from business interruption insurance.
16
“Consolidated Total
Assets” means, as of any date, the total assets (excluding Cash and Cash Equivalents) of Holdings and the Restricted Subsidiaries
on a consolidated basis, determined in accordance with GAAP as set forth in the most recent balance sheet delivered pursuant to Section 5.01(a) or (b).
“Consolidated Total
Debt” means, at any date, an amount equal to the aggregate principal amount (or, if higher, the par value or stated face amount)
of all Indebtedness of Holdings and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP,
but excluding any liabilities referred to in clauses (b), (d), (f) (except to the extent of any drawn
and unreimbursed letters of credit), (g) (except to the extent any underlying Indebtedness thereunder is not otherwise excluded
by this definition), (h) (except to the extent any underlying Indebtedness thereunder is not otherwise excluded by this definition)
and (i) of the definition of “Indebtedness.”
“Contractual Obligation”
means, as applied to any Person, any provision of any Security issued by that Person or of any material indenture, mortgage, hypothec,
deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties
is bound or to which it or any of its properties is subject.
“Controlled Investment
Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is
under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct
or indirect equity or debt investments in the Borrower and/or other companies.
“Covered Party”
shall have the meaning assigned to such term in Section 9.24(a).
17
“Credit Agreement
Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing
Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each case,
issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or
to extend, renew, replace or refinance, in whole or part, existing Loans and Commitments or any then-existing Credit Agreement Refinancing
Indebtedness or to finance the purchase of Loans pursuant to Section 9.04(f) (the “Refinanced Debt”); *provided* that (i) such Indebtedness is *pari passu* or junior in right of payment with any remaining portion of the
Initial Term Loans and/or Initial Revolving Commitments (or any extensions, renewals, replacements or refinancings thereof that are *pari
passu* therewith), (ii) except to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of
any other basket set forth in Section 6.02, if applicable), such exchanged, extending, renewing, replacing or refinancing
Indebtedness is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal
amount (or accreted value, if applicable) of the Refinanced Debt (in each case, including any unused Commitments in respect thereof as
if they were fully drawn) except by an amount equal to unpaid accrued or capitalized interest and premium thereon *plus* other reasonable
and customary fees and expenses (including upfront fees and original issue discount) in connection with such exchange, refinancing, renewal,
replacement or extension, (iii) with respect to Credit Agreement Refinancing Indebtedness constituting senior secured Indebtedness
that is secured on a *pari passu* basis with the Initial Term Loans, such Indebtedness has both a maturity and a Weighted Average
Life to Maturity equal to or greater than the Refinanced Debt and shall be subject to the MFN Adjustment, (iv) with respect to Credit
Agreement Refinancing Indebtedness constituting senior secured Indebtedness secured on a junior basis with the Initial Term Loans or
unsecured Indebtedness, such Credit Agreement Refinancing Indebtedness does not mature prior to the date that is ninety-one (91) days
after the maturity date of, or have a Weighted Average Life to Maturity shorter than the Refinanced Debt and does not require the mandatory
redemption or prepayment of such Indebtedness (other than customary provisions with respect to asset sales, insurance and condemnation
proceeds events, change of control offers or events of default) that could result in redemption of such Indebtedness earlier than the
date that is ninety-one (91) days after the Maturity Date of the Refinanced Debt, (v) Refinancing Revolving Loans (x) shall
not mature or have mandatory commitment reductions prior to the Maturity Date of the Revolving Loans being Refinanced and (y) shall
be subject to no greater than pro rata treatment with the Revolving Loans being Refinanced in respect of payments, borrowings, participation
obligations and commitment reductions, (vi) the terms and conditions of such Credit Agreement Refinancing Indebtedness (excluding
pricing, rate floors, discounts, fees, optional redemption provisions, amortization and maturities and any covenants or other terms applicable
only after the Latest Maturity Date) are not materially more favorable (when taken as whole) to the lenders or investors providing such
Credit Agreement Refinancing Indebtedness than the terms and conditions of the Loan Documents (taken as a whole) are to the Lenders,
as reasonably determined by the Borrower (*provided* that (x) a certificate of a Responsible Officer delivered to the Administrative
Agent stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement of this clause (vi) shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement of this clause (vi) and
(y) the Borrower shall deliver the final definitive documentation related to such Credit Agreement Refinancing Indebtedness promptly
after the execution thereof); *provided* that, it is agreed that to the extent any financial maintenance covenant is added for the
benefit of such (A) Refinancing Term Loans, no consent shall be required to the extent that such financial maintenance covenant
is also added for the benefit of each then-existing Class of Term Loans or (B) Refinancing Revolving Commitments, no consent
shall be required to the extent that such financial maintenance covenant is also added for the benefit of each then-existing Class of
Revolving Commitments that then benefits from a financial maintenance covenant, (vii) such Indebtedness is not guaranteed by any
Person other than Holdings and the Subsidiary Guarantors, (viii) such Indebtedness may not be secured by any property or assets
of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or assets that become Collateral in connection therewith)
and (ix) such replaced or Refinanced Debt shall be repaid, defeased or satisfied and discharged (and any commitments in respect
thereof terminated) with 100% of the Net Proceeds (or commitments, as applicable) of the applicable Credit Agreement Refinancing Indebtedness
and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing
Indebtedness is issued, incurred or obtained; and *provided*, *further*, that Credit Agreement Refinancing Indebtedness may
be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term Indebtedness (and such
bridge or other interim credit facility shall be deemed to satisfy clauses (iii) and (iv) of the first proviso
in this definition so long as (x) such credit facility includes customary “rollover” provisions which shall provide
for the automatic extension, conversion or exchange of such bridge loans or interim credit facility into long-term Indebtedness without
any conditions precedent to such extension, conversion or exchange (other than due to a default of the type described in Sections 7.01(f) and (g) of this Agreement) and (y) assuming such credit facility were to be extended, converted or exchanged pursuant to
the “rollover” provisions described in the immediately preceding clause (x), such extended credit facility would
comply with clauses (iii) and (iv) above).
18
“Cure Expiration Date”
shall have the meaning assigned to such term in Section 6.01.
“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan, SONIA for the day
that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such
RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day.
“Debt Fund Affiliate”
means any Affiliate of Holdings that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding
or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and with respect
to which any equity fund which has a direct or indirect equity investment in Holdings or any of its Subsidiaries does not make investment
decisions for such entity.
“Declined Proceeds”
shall have the meaning assigned to such term in Section 2.13(f).
“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.
“Defaulting Lender”
means, subject to Section 2.26, any Lender that (a) has failed to (i) fund all or any portion of its Loans (including
in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date such Loans were
required to be funded hereunder absent a good faith dispute, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swing
Line Lender or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when
due absent a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank or Swing Line Lender
in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect absent
a good faith dispute, (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations
hereunder (*provided* that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent and the Borrower), or (d) the Administrative Agent has received notification
that such Lender is, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as
they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit
of its creditors, (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver,
interim receiver, receiver manager, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or
its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of
or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) the subject of a Bail-In Action; *provided* that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender 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 Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. The Administrative Agent shall not be required to ascertain or inquire as
to the existence of any Defaulting Lender.
19
“Deposit Account”
means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.
“Derivative Transaction”
means (a) an interest-rate transaction, including an interest-rate swap, basis swap, forward rate agreement, interest rate option
(including a cap, collar and floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including
when-issued securities and forward deposits accepted), (b) an exchange-rate transaction, including a cross-currency interest-rate
swap, a forward foreign-exchange contract, a currency option, and any other instrument linked to exchange rates that gives rise to similar
credit risks, (c) an equity derivative transaction, including an equity-linked swap, an equity-linked option, a forward equity-linked
contract and any other instrument linked to equities that gives rise to similar credit risk and (d) a commodity (including precious
metal) derivative transaction, including a commodity-linked swap, a commodity-linked option, a forward commodity-linked contract, and
any other instrument linked to commodities that gives rise to similar credit risks; *provided* that no phantom stock or similar
plan providing for payments only on account of services provided by current or former employees, directors, officers, managers or consultants
of Holdings or its subsidiaries shall be a Derivative Transaction.
“Designated Foreign
Currency” means Euros, Pounds Sterling, and any other currency freely traded and convertible into Dollars and reasonably acceptable
to the Administrative Agent, each applicable Lender and, in the case of Letters of Credit, the Issuing Bank, and designated in writing
by the Administrative Agent, the Borrower and, in the case of Letters of Credit, the Issuing Bank, as a “Designated Foreign Currency”.
20
“Designated Non-Cash
Consideration” means the fair market value (as determined by the Borrower in good faith) of non-cash consideration received
by the Borrower or the Restricted Subsidiaries in connection with a Disposition pursuant to Section 6.09 that is designated
as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower delivered to the Administrative
Agent, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash
consideration converted to cash within 180 days following the consummation of the applicable Disposition).
“Disposition”
means, with respect to any property (including, without limitation, Capital Stock of the Borrower or any Restricted Subsidiary), any
sale, lease, Sale and Lease-Back Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger, amalgamation
or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of Holdings’
Restricted Subsidiaries. The terms “Dispose” and “Disposed of” shall have correlative meanings.
“Disqualified Assignee”
means (a) competitors of Holdings and its Subsidiaries or the Borrower (each, a “Competitor”) and any financial
institution or investors, in each case, designated by name in writing by the Borrower or the Sponsor to the Lead Arrangers or the Administrative
Agent prior to the Closing Date and (b) in each case of clause (a) above, any of their known Affiliates that are
clearly identifiable as an Affiliate on the basis of its name or otherwise identified by the Borrower or the Sponsor to the Administrative
Agent from time to time (or if prior to the Closing Date, the Lead Arrangers); *provided*, that the Borrower, upon reasonable notice
to the Administrative Agent, shall be permitted to supplement in writing the list of persons that are Disqualified Assignees to the extent
that any supplemented person is a Competitor or an Affiliate of a Competitor or an Affiliate of another Disqualified Assignee; but which
supplement shall not apply retroactively to disqualify any parties that have entered into a trade to acquire or previously acquired an
assignment or participation interest in the Loans (but such party shall be prohibited from acquiring any additional assignment or participation
interest in the Loans or Commitments); *provided, further,* that “Disqualified Assignees” shall not include any bona
fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of business unless identified by the Borrower or the Sponsor as a “Disqualified Assignee”
pursuant to clause (a) or (b) of this definition. Notwithstanding anything to the contrary in this Agreement, (i) any
notice or writing to the Administrative Agent required under this definition shall be made by e-mail to JPMDQ_Contact@jpmorgan and (ii) any
such updates to the list of Disqualified Assignees shall only be effective three (3) days after receipt by the Administrative Agent
of such notice or writing.
21
“Disqualified Capital
Stock” means any Capital Stock which, 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, (i) matures (excluding any maturity as the result of an optional redemption
by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or
prior to the ninety-first day following the Latest Maturity Date on the date of issuance, (ii) is convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (a) debt securities or (b) any Capital Stock referred to in (i) above,
in each case at any time on or prior to the ninety-first day following the Latest Maturity Date on the date of issuance, or (iii) contains
any repurchase obligation (unless at the option of the issuer) which may come into effect in each case prior to the date which is ninety
days following the Latest Maturity Date on the date of incurrence; *provided*, *however*, that any Capital Stock that would
not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for
which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital
Stock upon the occurrence of a “change of control” or a Disposition occurring prior to the ninety-first day following the
Latest Maturity Date as of the date of incurrence shall not constitute Disqualified Capital Stock if such Capital Stock provides that
the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the repayment in full of the Obligations; *provided, further*, that if such Capital Stock is issued pursuant to a plan for the benefit of the employees, directors, officers,
managers or consultants of Holdings (or any Parent Company thereof), the Borrower or the Subsidiaries or by any such plan to such Persons,
such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings, the
Borrower or the Subsidiaries in order to satisfy applicable regulatory obligations.
“Distribution Center
Transaction” means the development, construction and initial use of a distribution center located in southern California (the
“Distribution Center”).
“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if
such amount is expressed in an Designated Foreign Currency, the equivalent of such amount in dollars determined by using the rate of
exchange for the purchase of dollars with the Designated Foreign Currency last provided (either by publication or otherwise provided
to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if
such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Designated Foreign Currency,
as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters
chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of
exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems
appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in
dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.
22
“Dollars”
or “$” refers to lawful money of the United States of America.
“Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia (other than
a CFC Holding Company).
“Dutch Auction”
means an auction conducted by an Affiliated Lender in order to purchase Term Loans as contemplated by Section 9.04(f) in
accordance with the Auction Procedures (it being understood that Debt Fund Affiliates may participate in Dutch Auctions to the extent
provided for in Section 9.04(f)).
“EEA Financial Institution”
means (a) any credit institution or investment firm 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 financial 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”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority”
means 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.
“Eligible Assignee”
means (a) a Lender, (b) a commercial bank, insurance company, company or financial institution engaged in the business of making,
investing in or purchasing commercial loans or a commercial finance company, or any investment or mutual fund or other entity that is
an “accredited investor” (as defined in Regulation D under the Securities Act, as amended) or an “accredited investor”
(as defined in National Instrument 45-106 (Prospectus and Registration Exemptions)), that extends credit or invests in bank loans as
one of its businesses, (c) any Affiliate of a Lender under common control with or controlling such Lender or (d) an Approved
Fund of a Lender; *provided* that in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) Holdings
or the Borrower or any Affiliate thereof (other than a Debt Fund Affiliate), except to the extent set forth in Section 9.04(f) or
(iii) any Disqualified Assignee.
“Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained
or contributed to, or required to be contributed to, any Loan Party or any of their respective ERISA Affiliates or with respect to which
any Loan Party or any of their respective ERISA Affiliates has any liability.
“Environmental Claim”
means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive
(conditional or otherwise), by or before any Governmental Authority or any other Person, arising from or relating to (a) any violation
of Environmental Law; (b) any actual or alleged Hazardous Materials Activity; or (c) any actual or alleged damage, injury,
threat or harm to worker or public health or safety (as such matters relate to exposure to Hazardous Materials), natural resources or
the environment.
23
“Environmental Laws”
means any and all applicable international, foreign or domestic, federal, state, provincial or municipal (or any subdivision of either
of them) laws (including common law), statutes, ordinances, orders, codes, treaties, legally binding standards or guidelines, orders,
writs, injunctions, decrees, legally binding administrative or judicial precedents or authorities rules, regulations, judgments, Governmental
Authorizations, legally enforceable agreements with any Governmental Authority, or any other legal requirements of Governmental Authorities
relating to:
(a)the
protection of the environment;
(b)any
Hazardous Materials Activity; or
(c)occupational
or public safety and health and industrial hygiene, as such matters relate to hazardous materials.
“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) any Hazardous
Materials Activity, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials
into the environment, (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing, (f) any Environmental Claims or (g) any decision, judgment, directive, or order with
respect to clauses (a) through (f) above.
“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate”
means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code
of which that Person is a member and (c) solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code,
any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person,
any corporation described in clause (a) above or any trade or business described in clause (b) above
is a member. Any former ERISA Affiliate of any Loan Party shall be deemed an ERISA Affiliate with respect to the period during which
such Person was an ERISA Affiliate and with respect to liabilities arising after such period for which such Loan Party could be liable
under the Code or ERISA.
24
“ERISA Event”
means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder
with respect to any Pension Plan (excluding those for which the 30-day notice period has been waived); (ii) the existence with respect
to any Employee Benefit Plan subject to ERISA or Section 4975 of the Code of a non-exempt “Prohibited Transaction” (within
the meaning of Section 406 of ERISA or Section 4975(c) of the Code); (iii) the failure to meet the minimum funding
standard of Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan; (iv) the filing, pursuant
to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard
with respect to any Pension Plan; (v) a determination that any Pension Plan is in “at risk” status (within the meaning
of Section 430 of the Code or Section 303 of ERISA); (vi) the provision by the administrator of any Pension Plan pursuant
to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of
ERISA; (vii) the withdrawal by any Loan Party or any of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors, or the termination of any such Pension Plan, resulting in liability to any Loan Party or any of their respective
ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (viii) the institution by the PBGC of proceedings to terminate
any Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for
the PBGC’s termination of, or appointment of a trustee to administer, any Pension Plan; (ix) the imposition of liability on
any Loan Party or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (x) the withdrawal of any Loan Party or any of their respective ERISA Affiliates
in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefor; (xi) the receipt by any Loan Party or any of their respective ERISA Affiliates of notice from any
Multiemployer Plan (A) imposing withdrawal liability, (B) that it is in insolvency pursuant to Section 4245 of ERISA,
(C) that such Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 432
of the Code or Section 305 of ERISA) or (D) that it intends to terminate or has terminated under Section 4041A or 4042
of ERISA; or (xii) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA
with respect to any Pension Plan.
“Erroneous Payment”
shall have the meaning assigned to such term in Section 8.03(a).
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as
in effect from time to time.
“EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET
Days prior to the commencement of such Interest Period. At no time shall EURIBOR be less than the Floor.
“EURIBOR Screen Rate”
means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the
administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator)
on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the
appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published
at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or
service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after
consultation with the Borrower.
“Euro” or
“€” shall mean the lawful currency of the Participating Member States.
25
“Events of Default”
shall have the meaning assigned to such term in Section 7.01.
“Exchange Act”
means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.
“Excluded Contributions”
means Cash or Cash Equivalents or other assets (valued at their fair market value as determined in good faith by the Borrower) received
by Holdings (and in each case to the extent contributed to the Borrower as cash common equity) after the Closing Date from: (a) contributions
to its common equity capital, and (b) the sale (other than to a Subsidiary of Holdings or to any Subsidiary management equity plan
or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Capital
Stock) of the Borrower; in each case other than any amount (w) increasing the Available Amount, (x) increasing Restricted Payment
capacity under Section 6.05(c)(ii) or (d)(i), (y) applied to prepay, redeem or purchase Indebtedness under Section 6.06(d)(i) or (z) applied to finance Investments under Section 6.08(h) or (q)(i),
and in each case designated as Excluded Contributions pursuant to a certificate from a Responsible Officer of the Borrower executed on
or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.
“Excluded Personal
Property” shall have the meaning assigned to such term in Section 5.11(e).
“Excluded Subsidiary”
means (a) any Immaterial Subsidiary, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary
or a CFC Holding Company, (c) any Unrestricted Subsidiary, (d) any Specialty Subsidiary, (e) any Subsidiary that is not
a wholly-owned Subsidiary and (f) any Foreign Subsidiary that is a CFC. Notwithstanding the forgoing, a Restricted Subsidiary may
be designated by Borrower as a Loan Guarantor on the Closing Date or thereafter if Holdings elects to cause such Subsidiary to become
a Subsidiary Guarantor pursuant to Section 5.11; *provided* that such Subsidiary shall provide guarantees and credit
support that is substantially similar to the guarantees and credit support provided by the Subsidiary Guarantors party hereto on the
Closing Date.
“Excluded Swap Obligation”
means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such
Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such 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 Guarantor’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.13 and any other “keepwell, support or other agreement” for the benefit of such Loan Guarantor and any and all guarantees of
such Loan Guarantor’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Guarantor, or a grant by such
Loan Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master
agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to
swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.
26
“Excluded Taxes”
means, with respect to any Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the
Borrower or any other Loan Party hereunder, (a) any Taxes imposed on or measured by its net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed by a jurisdiction (or any political subdivision thereof) under the laws
of which such recipient is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable
lending office is located or (ii) that are Other Connection Taxes, (b) any U.S. federal withholding Taxes that are imposed
on amounts payable to a Lender pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan
or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.19, amounts with respect to such
Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such recipient’s failure to comply with Section 2.19(e) and
(d) any U.S. federal withholding Taxes imposed under FATCA.
“Existing Letter of
Credit” means any letter of credit issued, extended or renewed prior to the Closing Date and scheduled on Schedule 1.02 (Existing Letters of Credit).
“Existing Liens”
means any of the liens securing any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities to the
liens securing any other indebtedness or other obligations.
“Extended Loans”
means Extended Term Loans and Extended Revolving Loans.
“Extended Revolving
Commitment” shall have the meaning assigned to such term in Section 2.25(a).
“Extended Revolving
Loans” shall have the meaning assigned to such term in Section 2.25(a).
“Extended Term Loans”
shall have the meaning assigned to such term in Section 2.25(a).
“Extension”
shall have the meaning assigned to such term in Section 2.25(a).
“Extension Offer”
shall have the meaning assigned to such term in Section 2.25(a).
“Facility”
means any Real Estate Asset (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with
respect to Article 5 and Article 6, heretofore owned or leased by Holdings, the Borrower or any Restricted
Subsidiary.
“Factoring Assets”
means any accounts receivable or outstanding balances owed to the Borrower or any Subsidiary (whether now existing or arising or acquired
in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable,
all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such
accounts receivable and other assets (including contract rights), in each case, which are of the type customarily transferred in connection
with the factoring of accounts receivable and which are sold, transferred or otherwise conveyed by the Borrower or a Subsidiary pursuant
to a Factoring Transaction permitted by this Agreement.
27
“Factoring Transaction”
means any transaction or series of transactions entered into by the Borrower and any Subsidiaries pursuant to which the Borrower or such
Subsidiaries sells, conveys or otherwise transfers (or purports to sell, convey or otherwise transfer) Factoring Assets of the Borrower
or such Subsidiaries to a non-related third party buyer on market terms as determined in good faith at the time such transaction is entered
into by a member of the senior management of the Borrower; provided that (i) such Factoring Transaction is non-recourse to
Holdings, the Borrower or any other Subsidiary (in each case, except as otherwise permitted by this Agreement), (ii) such Factoring
Transaction is consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the sale, purchase
and servicing of Factoring Assets on market terms for similar factoring, (iii) the proceeds of such Factoring Transaction shall
be used solely (x) for general corporate purposes or (y) to repay outstanding Revolving Loans (without any permanent reduction
in the Revolving Commitment) and (iv) the aggregate fair market value of the Factoring Assets with respect to all Factoring Transactions
at any time shall be no more than the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA as of the last
day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available)
pursuant to Section 5.01(a) or (b)) at such time.
“FATCA”
means Sections 1471 through 1474 of the Code as in effect on the date of this Agreement (or any amended or successor provisions, provided
that such amended or successor provisions do not place compliance or other burdens on the Lender that are materially more onerous than
the provisions in effect on the date of this Agreement) and any current or future regulations or other guidance thereof, and any applicable
intergovernmental agreements with respect thereto and laws enacting such intergovernmental agreements.
“Federal Funds Effective
Rate” means, 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 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 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.
“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System of the United States of America.
“Fee Letters”
means those certain fee letters, dated May 2, 2024, among the Borrower and each of the Lead Arrangers (other than JPMorgan).
“Financial Covenant
Event of Default” shall have the meaning assigned to such term in Section 7.02.
“Financial Officer”
of any Person means the chief financial officer, treasurer, assistant treasurer, vice president of finance or controller of such Person
or other officer with reasonably equivalent responsibilities.
28
“Financial Officer
Certification” means, with respect to the financial statements for which such certification is required, the certification
of a Financial Officer of the Borrower that such financial statements fairly present, in all material respects in accordance with GAAP,
the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash
flows for the periods indicated, subject to, other than with respect to annual unaudited financial statements, changes resulting from
audit and normal year-end adjustments and the absence of footnotes.
“Financial Plan”
shall have the meaning assigned to such term in Section 5.01(g).
“First Lien Intercreditor
Agreement” means a “pari passu” intercreditor agreement among the Collateral Agent and one or more Senior
Representatives (and acknowledged by the Loan Parties) for holders of Permitted First Priority Refinancing Debt or other Indebtedness
permitted by Section 6.02 and secured by Liens permitted by Section 6.03 in form and substance reasonably satisfactory
to the Collateral Agent.
“First Lien Leverage
Ratio” means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such
day (other than any portion thereof that is either unsecured or secured by assets of one or more Loan Parties or Restricted Subsidiaries
on a subordinated basis to the Obligations) *over* (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings
and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis, for such period.
“Fiscal Quarter”
means each three-month period ending on or about March 31, June 30, September 30 or December 31, as applicable.
“Fiscal Year”
means each twelve-month period ending on or about December 31.
“Fitch”
means The Fitch Group and any successor to its rating agency business.
“Fixed Charge Coverage
Ratio” shall mean as of any date of determination, the ratio for the Test Period most recently ended of (a) Consolidated
Adjusted EBITDA for such Test Period minus Capital Expenditures paid in cash during such Test Period, minus the aggregate
amount of income taxes or income tax liabilities during such period (net of cash tax refunds received by the Borrower and its restricted
subsidiaries during such period and excluding taxes related to asset sales not in the ordinary course of business) paid or payable in
cash during such Test Period (excluding a one-time true-up payment previously made in the amount of $2.8 million on account of 2023 state
taxes) to (b) Fixed Charges for such Test Period, in each case of the Borrower and its Restricted Subsidiaries on a consolidated
basis.
“Fixed Charges”
shall mean, with reference to any period, without duplication, the sum of (a) Consolidated Interest Expense paid in cash during
such period, plus (b) the aggregate amount of scheduled principal payments in respect of Indebtedness for borrowed money of the
Borrower and its Restricted Subsidiaries paid in cash during such period (other than payments made by the Borrower or any Restricted
Subsidiary to the Borrower or any Restricted Subsidiary and in any case, excluding any earn out obligation or purchase price adjustment),
plus (c) scheduled payments in respect of Capital Lease Obligations paid in cash during such period to the extent allocated to principal
in accordance with GAAP, all calculated for such period for the Borrower and its Restricted Subsidiaries on a consolidated basis.
29
“Flood Hazard Property”
means any improved parcel of any Material Real Estate Asset subject to a Mortgage located in the U.S. in an area designated by the Federal
Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards.
“Flood Insurance Laws”
means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto,
(ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National
Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform
Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act
of 2012 as now or hereafter in effect or any successor statute thereto.
“Floor”
means a rate of interest equal to 0.00%.
“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.
“Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender’s Applicable Percentage
of the outstanding Obligations with respect to Letters of Credit issued by such Issuing Bank other than such Obligations as to which
such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with
the terms hereof.
“GAAP” means
generally accepted accounting principles in the United States of America in effect and applicable to that accounting period in respect
of which reference to GAAP is being made.
“Governmental Authority”
means any international, federal, state, provincial, territorial, municipal, national or other government, governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative,
governmental (or quasi-governmental), judicial, taxing, regulatory or administrative functions of or pertaining to any government or
any court or central bank (including any supra national bodies such as the European Union or the European Central Bank).
“Governmental Authorization”
means any permit, license, certificate, approval, authorization, plan, directive, consent, consent order or consent decree of or from
any Governmental Authority, including any other instrument having similar effect.
“Granting Lender”
shall have the meaning assigned to such term in Section 9.04(e).
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“Guarantee”
of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other monetary obligation of any other Person (the “Primary Obligor”) in any manner, whether directly
or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to advance or supply funds for the
purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment thereof, (c) 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 or other monetary obligation or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or monetary obligation; *provided* that the term “Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations
in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement
(other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if
not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person
in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“Guaranteed Obligations”
shall have the meaning assigned to such term in Section 10.01.
“Guarantor Percentage”
shall have the meaning assigned to such term in Section 10.10.
“Hazardous Materials”
means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, limited or regulated as hazardous,
toxic, a pollutant, a contaminant or words of similar import under, or which can otherwise form the basis of liability under, any Environmental
Law.
“Hazardous Materials
Activity” means any activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession,
storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective
action or response action with respect to any of the foregoing.
“Hedge Agreement”
means any agreement with respect to any Derivative Transaction between Holdings, the Borrower or any Subsidiary and any other Person.
“Hedge Counterparty”
means any Person (other than a Loan Party) that is a counterparty party to a Secured Hedging Obligation.
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“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any Hedge Agreement.
“Holdings”
shall have the meaning assigned to such term in the preamble to this Agreement.
“Immaterial Subsidiary”
means each Restricted Subsidiary of Holdings (other than the Borrower) that, as of the most recently ended Test Period, contributed less
than 5.0% of third party revenues for the applicable Test Period and had assets with a net book value of less than 5.0% of total assets
as of such date, in each case calculated on a pro forma basis; *provided* that if the aggregate amount of third party revenues or
the aggregate amount of total assets of all Immaterial Subsidiaries as of the most recently ended fiscal year is more than 10.0% (the
“10% Test”) of the aggregate amount of third party revenues and the aggregate amount of total assets, respectively,
of Holdings and its Restricted Subsidiaries (excluding for purposes of the 10% Test all subsidiaries that are Excluded Subsidiaries),
the Borrower shall designate additional Restricted Subsidiaries (other than Excluded Subsidiaries) as Subsidiary Guarantors to satisfy
the 10% Test.
“Immediate Family
Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant,
parent, stepparent, grandparent, spouse, former spouse, current or former qualified domestic partner, sibling, mother-in-law, father-in-law,
son-in-law and daughter-in-law (including adoptive relationships), estate, heirs, permitted assigns and any trust, partnership or other
bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund
that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.
“Increased Amount
Date” shall have the meaning assigned to such term in Section 2.23(a).
“Incremental Assumption
Agreement” means an Incremental Assumption Agreement among the Borrower, the Administrative Agent and one or more Incremental
Term Lenders and/or Incremental Revolving Lenders.
“Incremental Commitment”
means Incremental Term Commitments and Incremental Revolving Commitments.
“Incremental Facility”
means (a) each Incremental Term Commitment and Incremental Term Loan and (b) each Incremental Revolving Commitment.
“Incremental Lender”
means the Incremental Revolving Lenders and/or Incremental Term Lenders, as the context may require.
“Incremental Loans”
means Incremental Term Loans and Incremental Revolving Loans.
“Incremental Revolving
Commitments” shall have the meaning assigned to such term in Section 2.23(a).
“Incremental Revolving
Lender” means a Lender with an Incremental Revolving Commitment or an outstanding Incremental Revolving Loan.
“Incremental Revolving
Loans” means Revolving Loans made by one or more Lenders to the Borrower pursuant to Section 2.04(b) and/or
the Incremental Assumption Agreement. Incremental Revolving Loans may be made in the form of additional Revolving Loans.
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“Incremental Term
Commitments” shall have the meaning assigned to such term in Section 2.23(a).
“Incremental Term
Facility Maturity Date” means, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental
Assumption Agreement, the maturity date for such Incremental Term Loans as set forth in such Incremental Assumption Agreement.
“Incremental Term
Lender” means a Lender with an Incremental Term Commitment or an outstanding Incremental Term Loan.
“Incremental Term
Loans” means Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b) and/or the
Incremental Assumption Agreement. Incremental Term Loans may be made in the form of additional Initial Term Loans or, to the extent provided
for in the relevant Incremental Assumption Agreement, Other Term Loans.
“Indebtedness”
means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services (other than (x) trade payables, Taxes and accrued
liabilities incurred in the ordinary course of such Person’s business and (y) earn-outs and any sums for which such Person
is obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted Acquisitions)),
which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced
by a note or similar written instrument, (c) all obligations of such Person evidenced by loan agreements, notes, bonds, debentures
or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic
Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant
under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantees of such Person in
respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations
of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation
has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned
by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but only to the extent of
the fair market value of such property subject to such Lien, (i) all net obligations of such Person in respect of Hedge Agreements
and (j) all obligations of such Person in respect of Disqualified Capital Stock. “Indebtedness” shall not include the
obligations or liabilities of any Person in respect of any of its Qualified Capital Stock nor the obligations of any Person to pay rent
or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof,
which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.
33
“Indemnified Taxes”
means (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 (a), Other Taxes.
“Indemnitee”
shall have the meaning assigned to such term in Section 9.03(b).
“Information”
shall have the meaning assigned to such term in Section 3.12(a).
“Initial Loans”
means Initial Revolving Loans and Initial Term Loans.
“Initial Revolving
Commitment” means the commitments as of the Closing Date of any Lender to make or otherwise fund any Revolving Loan and to
acquire participations in Letters of Credit and Swing Line Loans hereunder and any Incremental Revolving Commitments deemed to be of
the same Class as the Initial Revolving Commitments pursuant to Section 2.23(b). The amount of each Lender’s Initial
Revolving Commitment is set forth on the Revolving Loan Commitment Schedule. The aggregate amount of the Initial Revolving Commitments
as of the Closing Date is $30,000,000.
“Initial Revolving
Loan” means a Loan made by a Lender to the Borrower in respect of an Initial Revolving Commitment pursuant to Section 2.05 or Section 2.23.
“Initial Term Loan
Commitment” means the commitments as of the Closing Date of any Lender to make the Initial Term Loans pursuant to Section 2.01(a),
and any Incremental Term Commitments deemed to be of the same Class as the Initial Term Loan Commitments pursuant to Section 2.23(b).
The amount of each Lender’s Initial Term Loan Commitment is set forth on the Term Loan Commitment Schedule. The aggregate amount
of the Initial Term Loan Commitments as of the Closing Date is $165,000,000.
“Initial Term Loans”
means (a) the Initial Term Loans made on the Closing Date pursuant to Section 2.01(a) and (b) any Incremental
Term Loans deemed to be of the same Class as the Initial Term Loans pursuant to Section 2.23(g).
“Insolvency Laws”
means the Bankruptcy Code and any other applicable insolvency, winding-up, corporate arrangement, restructuring, examinership or reorganization
or other similar law of any jurisdiction now or hereafter in effect including any law of any jurisdiction permitting a debtor to obtain
a stay or a compromise of the claims of its creditors against it (including, without limitation, Annexes A and B of Council Regulation
(EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings).
“Intellectual Property”
shall have the meaning assigned to such term in Section 3.05(d).
“Interest Election
Request” means a request by the Borrower in the form of Exhibit F hereto or such other form reasonably acceptable
to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.09.
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“Interest Payment
Date” means (a) with respect to any ABR Loan, the last Business Day of each of March, June, September and December and
the applicable Maturity Date and (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day
in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such
month, then the last day of such month) and (2) the Maturity Date and (c) with respect to any Term Benchmark 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 Benchmark Borrowing with
an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest
Periods of three months’ duration been applicable to such Borrowing.
“Interest Period”
means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the
Benchmark applicable to the relevant Loan or Commitment for any Approved Currency ), as the Borrower may elect; *provided* that
(a) 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 case such Interest Period shall
end on the next preceding Business Day, (b) any Interest Period 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, (c) the Interest Period immediately following the Closing Date
may, at the Borrower’s election and subject to prior written consent by all required Lenders and the Administrative Agent, be for
a period of less than one month, and (d) no tenor that has been removed from this definition pursuant to Section 2.16(d) shall
be available for specification in such Borrowing Request. For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
“Investment”
shall have the meaning assigned to such term in Section 6.08.
“Issuance Notice”
means an Issuance Notice substantially in the form of Exhibit I.
“Issuing Bank”
means (a) JPMorgan, together with its successors and permitted assigns in such capacity and (b) each other Letter of Credit
issuer appointed pursuant to Section 2.08(h); *provided* that, notwithstanding anything herein to the contrary, no Issuing
Bank shall be required to issue commercial letters of credit unless it otherwise agrees in its sole discretion. Reference to the “Issuing
Bank” shall, unless context otherwise requires, be references to the Issuing Bank that issues such Letter of Credit.
“Issuing Country”
shall have the meaning assigned to such term in Section 9.25(a).
“Joinder Agreement”
shall have the meaning assigned to such term in Section 5.11(a).
“Joint Venture”
means any Person, other than Holdings, the Borrower or any wholly-owned Subsidiary of Holdings, in which the Borrower or any Restricted
Subsidiary holds or acquires ownership interest (whether by way of capital stock, partnership or limited liability company interest,
or other evidence of ownership).
35
“JPMorgan”
means JPMorgan Chase Bank, N.A.
“Junior Financing”
means (a) any Indebtedness that is secured by a Lien on the Collateral on a junior basis with respect to the Liens securing the
Obligations, (b) any Indebtedness that is unsecured and (b) any Subordinated Indebtedness.
“Junior Lien Intercreditor
Agreement” means a “junior” intercreditor agreement among the Collateral Agent and one or more Senior Representatives
(and acknowledged by the Loan Parties) for holders of Permitted Second Priority Refinancing Debt or other Indebtedness permitted by Section 6.02 and secured by Liens permitted by Section 6.03 in form and substance reasonably satisfactory to the Collateral Agent.
“Latest Maturity Date”
means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time,
including the latest maturity or expiration date of any Incremental Term Loan, any Incremental Revolving Loan, any Refinancing Term Loan,
any Refinancing Revolving Loan, any Extended Revolving Loan, Extended Revolving Commitment or any Extended Term Loan, in each case as
extended in accordance with this Agreement from time to time.
“LCA Election”
shall have the meaning assigned to such term in Section 1.07(g).
“LCA Test Date”
shall have the meaning assigned to such term in Section 1.07(g).
“Lead Arrangers”
means JPMorgan Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada.
“Lender Indemnitee”
shall have the meaning assigned to such term in Section 9.03.
“Lenders”
means the Term Lenders and the Revolving Lenders. For the purposes of Section 8.03, the term “Lenders” includes
the Swing Line Lender and the Issuing Banks.
“Letter of Credit”
means (i) a commercial or standby letter of credit issued or to be issued by the Issuing Bank pursuant to this Agreement and (ii) each
Existing Letter of Credit. A Letter of Credit may be issued in Dollars or in any Designated Foreign Currency.
“Letter of Credit
Sublimit” means the lesser of (a) $10,000,000 and (b) the aggregate unused amount of the Revolving Commitments then
in effect. The Letters of Credit shall be available from time to time on or after the Closing Date in any Approved Currencies.
“Letter of Credit
Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is (or, other than in
respect of the payment of Letter of Credit fees, at any time thereafter may become) available for drawing under all Letters of Credit
then outstanding and (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Bank and not theretofore
reimbursed by or on behalf of the Borrower. The Letter of Credit Usage of any Revolving Lender at any time shall be its Applicable Percentage
of the total Letter of Credit Usage 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 Rule 3.14 of the International
Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available
to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; *provided* that with respect to any Letter of Credit that, by its terms or the
terms of any document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such
Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases,
whether or not such maximum stated amount is in effect at such time.
36
“Leverage Ratios”
means the First Lien Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Ratio.
“Lien” means
any lien, mortgage, pledge, assignment, security interest, hypothec, charge or encumbrance of any kind (including any conditional sale
or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having
the practical effect of any of the foregoing.
“Limited Condition
Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, which Holdings, the Borrower
or one or more of its Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition Holdings’,
the Borrower’s or such Restricted Subsidiary’s, as applicable, obligation to close such acquisition on the availability of,
or on obtaining, third-party financing.
“Loan Documents”
means this Agreement, any promissory notes issued pursuant to this Agreement, the Collateral Documents and any other document designated
in writing by the Borrower and the Administrative Agent as a “Loan Document”. Any reference in this Agreement or any
other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.
“Loan Guarantor”
means Holdings and each Subsidiary Guarantor.
“Loan Guaranty”
means Article 10 of this Agreement.
“Loan Parties”
means Holdings, the Borrower and each Subsidiary Guarantor.
“Loans”
means the Term Loans and the Revolving Loans.
“Margin Stock”
shall have the meaning assigned to such term in Regulation U.
“Material Adverse
Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of Holdings, the
Borrower and the Restricted Subsidiaries, taken as a whole, (b) the rights and remedies of any Agent or any Lender under any Loan
Document or (c) the ability of the Loan Parties, taken as a whole, to perform their payment obligations under any Loan Document.
“Material Indebtedness”
means Indebtedness with an aggregate principal amount of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted
EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required
to be made available) pursuant to Section 5.01(a) or (b)) at such time.
37
“Material Real Estate
Asset” means any fee-owned Real Estate Asset acquired by any Loan Party after the Closing Date having a net book value (as
reasonably determined by the Borrower), in excess of $10,000,000 as of the date of acquisition thereof.
“Maturity Date”
means (a) with respect to the Initial Term Loans, the fifth anniversary of the Closing Date (the “Term Loan Maturity Date”),
(b) with respect to any Class of Revolving Loans, the applicable Revolving Commitment Termination Date, (c) with respect
to any tranche of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Extension
Offer accepted by the respective Lender or Lenders, (d) with respect to any Refinancing Loans, the final maturity date as specified
in the applicable Refinancing Amendment and (e) with respect to any Other Term Loans, the applicable Incremental Term Facility Maturity
Date; *provided* that if any such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately
succeeding such day.
“Maximum Incremental
Amount” means, at any date of determination, the sum of (a)(i) the greater of $15,000,000 and 25.0% of Consolidated Adjusted
EBITDA for the most recently ended Test Period *minus* (ii) the aggregate principal amount of Incremental Term Loans or Incremental
Revolving Commitments made or effected pursuant to Section 2.23(a) prior to such date *minus* (iii) the aggregate
principal amount of Indebtedness incurred pursuant to Section 6.02(ee) and Section 6.02(gg) *plus* (iv)(x) the
aggregate amount of voluntary prepayments of Term Loans, Refinancing Term Loans and Indebtedness incurred pursuant to Section 6.02(ee) and Section 6.02(gg) including purchases by Holdings, the Borrower or its Subsidiaries at or below par, in which case the
amount of voluntary prepayments shall be deemed to be the actual purchase price, and/or permanent reductions of Revolving Commitments
made prior to the date of any such incurrence, in each case to the extent secured on a *pari passu* basis on the Collateral with
the Facilities, other than to the extent financed with proceeds of long-term Indebtedness (clause (a), the “Fixed
Incremental Amount”) *plus* (b) assuming that the full amount of such Incremental Facility has been incurred, the
Total Leverage Ratio on a Pro Forma Basis and after giving effect to the application of proceeds thereof, as of the last day of the most
recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or Section 5.01(b), does not exceed 2.50:1.00; *provided* that any Incremental Facility may be established or incurred
under any of clause (a) or (b) above in the Borrower’s sole discretion (except that any amount incurred
under clause (a)(iii) above shall be deemed to have been incurred prior to any amount incurred under clause (b)),
and absent any election, will be deemed under clause (b) to the extent the applicable incurrence ratio has been satisfied; *provided further* that if Borrower incurs Indebtedness using the Fixed Incremental Amount on the same date it incurred Indebtedness
using the ratios set forth in clause (b) above, each ratio will be calculated, as applicable, without regard to any
incurrence of Indebtedness under the Fixed Incremental Amount.
“Maximum Liability”
shall have the meaning assigned to such term in Section 10.09.
“Maximum Rate”
means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under
the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable law which may
hereafter be in effect and which allows a higher maximum nonusurious interest rate than applicable law now allows.
38
“MFN Adjustment”
shall mean, with respect to any Indebtedness, that such Indebtedness is subject to the Provisions of Section 2.23(c) as
though such Indebtedness were incurred as an Incremental Term Loan Facility.
“Minimum Collateral
Amount” means, at any time, (i) with respect to Cash Collateral consisting of Cash or Deposit Account balances, (a) if
the Revolving Commitments have been terminated, an amount equal to 105% of the Fronting Exposure of the Issuing Bank with respect to
Letters of Credit issued and outstanding at such time and (b) otherwise, 100% and (ii) otherwise, in a manner determined by
the Administrative Agent and the Issuing Bank in their sole reasonable discretion and in amounts determined in accordance with clause (i).
“Minimum Extension
Condition” shall have the meaning assigned to such term in Section 2.25(b).
“Model”
means the financial model, dated February 15, 2024, provided to the Lead Arrangers prior to the Closing Date.
“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.
“Mortgaged Properties”
means each parcel of Material Real Estate Assets and improvements thereto with respect to which a Mortgage is required to be granted
pursuant to Section 5.11.
“Mortgages”
means any mortgage, charge, hypothec, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Agent,
for the benefit of the Collateral Agent and the Lenders, on fee owned Material Real Estate Assets of a Loan Party.
“Multiemployer Plan”
means any Employee Benefit Plan that is subject to ERISA which is a “multiemployer plan” as defined in Section 3(37)
or Section 4001(a)(3) of ERISA.
“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a customary “managements’ discussion
and analysis” report describing the operations of Holdings and its Subsidiaries for the applicable Fiscal Quarter or Fiscal Year
and, with respect to periods ending on and after December 31, 2024, for the period from the beginning of the then current Fiscal
Year to the end of such period to which such financial statements relate.
39
“Net Insurance/Condemnation
Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by Holdings,
the Borrower or any Restricted Subsidiary (i) under any casualty insurance policy (excluding any business interruption insurance
policy) in respect of a covered loss thereunder of any assets of Holdings, the Borrower or any Restricted Subsidiary or (ii) as
a result of the taking of any assets of Holdings, the Borrower or any Restricted Subsidiary by any Person pursuant to the power of eminent
domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, *minus* (b) (i) any actual and reasonable costs incurred by Holdings, the Borrower or any Restricted Subsidiary in connection
with the adjustment, settlement or collection of any claims of Holdings, the Borrower or such Restricted Subsidiary in respect thereof,
(ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) that is secured by a prior Permitted Lien on the assets in question, (iii) in the case of a taking, the reasonable costs
of putting any affected property in a safe and secure position, (iv) any bona fide direct costs incurred in connection with any
sale of such assets as referred to in clause (a)(ii) of this definition, including any Taxes payable in connection therewith,
(v) in the case of any such proceeds received by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Insurance/Condemnation
Proceeds thereof attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower
or a wholly-owned Restricted Subsidiary as a result thereof and (vi) proceeds required to restore any portion of a Real Estate Asset
under the terms of a lease or otherwise required to be paid over to a landlord under a lease; *provided*, *however*, that,
if the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent promptly following receipt thereof setting
forth the Borrower’s intent to reinvest (including through Permitted Acquisitions and other permitted investments) such proceeds
in productive assets (other than ordinary course current assets, it being understood that such limitation shall not apply to the acquisition
of any Person, line of business or division) of a kind then used or usable in the business of the Borrower, Holdings and its Restricted
Subsidiaries within 365 days of receipt of such proceeds, such proceeds shall not constitute Net Insurance/Condemnation Proceeds except
to the extent not so used or contractually committed with a third party to be so used (it being understood that if any portion of such
proceeds are not so used within such 365 day period but within such 365 day period are contractually committed with a third party to
be used within the period that is 180 days from the end of such 365 day period, then upon the termination of such contract, such remaining
portion shall be deemed to be Net Insurance/Condemnation Proceeds as of the date of such termination without giving effect to this proviso).
“Net Proceeds”
means (a) with respect to any Asset Sale, the Cash proceeds (including Cash Equivalents and Cash proceeds subsequently received
(as and when received) in respect of non-Cash consideration initially received), net of (i) selling costs and expenses (including
reasonable broker’s fees or commissions, legal fees, deed or mortgage recording Taxes, transfer and similar Taxes), (ii) Taxes
paid or reasonably estimated (by the Borrower’s good faith estimate) to be paid or payable in connection with such sale (including,
where the proceeds are realized by a Restricted Subsidiary of Holdings, any incremental foreign, state and/or local income and withholding
Taxes imposed as a result of distributing (or the deemed distribution of) the relevant proceeds from any Restricted Subsidiary to Holdings,
the Borrower or any Restricted Subsidiary), (iii) amounts provided as a reserve, in accordance with GAAP, against any liabilities
under any indemnification obligations or purchase price adjustment associated with such Asset Sale (*provided* that, to the extent
and at the time any such amounts are released from such reserve and not used to satisfy such liabilities or obligations, such amounts
shall constitute Net Proceeds), (iv) the principal amount, premium or penalty, if any, interest and other amounts payable on any
Indebtedness for borrowed money which is secured by a prior Permitted Lien on the asset sold in such Asset Sale (other than the Loans
and any such Indebtedness assumed by the purchaser of such asset), (v) Cash escrows (until released from escrow to Holdings, the
Borrower or any Restricted Subsidiary) from the sale price for such Asset Sale and (vi) in the case of any such proceeds received
by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof attributable to minority interests and
not available for distribution to or for the account of Holdings, the Borrower or a wholly-owned Restricted Subsidiary as a result thereof; *provided*, *however*, that, if the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent
promptly following receipt thereof setting forth the Borrower’s intent to reinvest (including through Permitted Acquisitions and
other permitted investments (other than investments in Cash and Cash Equivalents)) such proceeds in productive assets (other than ordinary
course current assets, it being understood that such limitation shall not apply to the acquisition of any Person, line of business or
division) of a kind then used or usable in the business of the Borrower, Holdings and its Restricted Subsidiaries within 365 days of
receipt of such proceeds, such proceeds shall not constitute Net Proceeds except to the extent not so used or contractually committed
with a third party to be so used (it being understood that if any portion of such proceeds are not so used within such 365 day period
but within such 365 day period are contractually committed with a third party to be used within the period that is 180 days from the
end of such 365 day period, then upon the termination of such contract, such remaining portion shall be deemed to be Net Proceeds as
of the date of such termination without giving effect to this proviso); *provided*, *further*, that if the amount of any estimated
Taxes pursuant to clause (a)(ii) of this definition exceeds the amount of Taxes actually required to be paid in Cash
in respect of such Asset Sale, the aggregate amount of such excess shall constitute Net Proceeds; and (b) with respect to any issuance
or incurrence of Indebtedness or issuance of Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions,
costs, underwriting discounts and other expenses incurred in connection therewith (including, where the proceeds are realized by a Restricted
Subsidiary of Holdings, any incremental Taxes imposed as a result of distributing (or a deemed distribution of) the relevant proceeds
from any Restricted Subsidiary to Holdings).
40
“Non-Consenting Lender”
shall have the meaning assigned to such term in Section 9.02(f).
“Non-Debt Fund Affiliate”
means any Affiliate of Holdings other than any (a) subsidiary of Holdings, (b) Debt Fund Affiliate or (c) natural person.
“Non-Defaulting Lenders”
means all Lenders other than Defaulting Lenders.
“Non-Guarantor Subsidiary”
means each Restricted Subsidiary of Holdings (other than the Borrower) that is not a Subsidiary Guarantor.
“Non-Paying Guarantor”
shall have the meaning assigned to such term in Section 10.10.
“NYFRB”
means the Federal Reserve Bank of New York.
“NYFRB Rate”
means, 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” means the rate for a federal
funds transaction quoted at 11:00 a.m. 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 1.00%,
such rate shall be deemed to be 1.00% for purposes of this Agreement.
41
“NYFRB’s Website”
means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“Obligated Party”
shall have the meaning assigned to such term in Section 10.02.
“Obligations”
means all unpaid principal of and accrued and unpaid 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, all Revolving
Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the
Lenders or to any Lender, the Issuing Banks, the Swing Line Lender, the Agents or any indemnified party arising under the Loan Documents
whether direct or indirect (including those required by assumption), absolute, contingent, due or to become due, now existing or hereafter
arising.
“Obligee Guarantor”
shall have the meaning assigned to such term in Section 10.06.
“OFAC” shall
have the meaning assigned to such term in Section 3.18.
“Officer’s Certificate”
means, as applied to any Person, a certificate executed on behalf of such Person by the chairman of the board (if an officer), president
or any vice president, the chief financial officer, the treasurer, any manager or any other individual with responsibility similar to
the foregoing.
“Optional Prepayment
Notice” means an Optional Prepayment Notice substantially in the form of Exhibit K.
“Organizational Documents”
means (a) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization, association,
amalgamation, merger or continuance, its letter patent or other constituent documents, and its by-laws, (b) with respect to any
limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership,
its partnership agreement and (d) with respect to any limited liability company, its articles of organization or certificate of
formation, and its operating agreement or limited liability company agreement.
In the event any term or condition
of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar
governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily
certified by such governmental official.
“Other Applicable
Indebtedness” shall have the meaning assigned to such term in Section 2.13(c)(i).
“Other Connection
Taxes” means, 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 or Loan Document).
42
“Other Taxes”
means any and all present or future stamp, court, documentary, intangible, recording, filing or similar taxes, transfer taxes, or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance
or enforcement or registration of, or from the receipt or perfection of a security interest under or otherwise with respect to, this
Agreement or any other Loan Document, including any interest, additions to tax or penalties applicable thereto, excluding, however, such
Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21).
“Other Term Loan”
shall have the meaning assigned to such term in Section 2.23(g).
“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the NYFRB Rate and (ii) an
overnight rate determined by the Administrative Agent, the Issuing Bank or the Swing Line Lender, as the case may be, in accordance with
banking industry rules on interbank compensation and (b) with respect to any amount denominated in any Designated Foreign Currency,
the rate of interest per annum at which overnight deposits in such Designated Foreign Currency in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative
Agent in the applicable offshore interbank market for such Designated Foreign Currency to major banks in such interbank market.
“Parent Company”
means (a) Holdings and (b) any other Person of which the Borrower is a direct or an indirect wholly-owned Subsidiary.
“Participant”
shall have the meaning assigned to such term in Section 9.04(c)(i).
“Participant Register”
shall have the meaning assigned to such term in Section 9.04(c)(i).
“Participating Member
State” shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance
with legislation of the European Union relating to Economic and Monetary Union.
“Paying Guarantor”
shall have the meaning assigned to such term in Section 10.10.
“PBGC” means
the Pension Benefit Guaranty Corporation or any successor thereto.
“Pension Plan”
means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 412 of the Code
or Section 302 of ERISA.
“Permitted Acquisition”
shall have the meaning assigned to such term in Section 6.08(h).
43
“Permitted First Priority
Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the
form of one or more series of senior secured notes or senior secured loans; *provided* that (a) such Indebtedness may only
be secured by assets consisting of Collateral on a *pari passu* basis (but without regard to the control of remedies) with the Initial
Term Loans and/or Initial Revolving Commitments and the other *pari passu* Secured Obligations and may not be secured by any property
or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or assets that become Collateral in connection
therewith), (b) such Indebtedness satisfies the requirements set forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit Agreement Refinancing Indebtedness”, (c) the security
agreements relating to such Indebtedness are substantially the same as the applicable Collateral Documents (with such differences as
are reasonably satisfactory to the Administrative Agent), (d) such Indebtedness is not at any time guaranteed by any Subsidiaries
other than Subsidiaries that are Subsidiary Guarantors (or Subsidiaries that become Subsidiary Guarantors in connection therewith) and
(e) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to the First Lien Intercreditor
Agreement; *provided* that the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered
the First Lien Intercreditor Agreement and it shall have been acknowledged by the Loan Parties.
“Permitted Investors”
means the Sponsor Advised Funds and the existing investors listed on Schedule 1.01 hereto.
“Permitted Liens”
means each Lien permitted pursuant to Section 6.03.
“Permitted Refinancing”
means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness
of such Person; *provided* that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal
amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended
except (i) by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon *plus* other reasonable
and customary fees and expenses (including upfront fees and original issue discount) incurred in connection with such modification, refinancing,
refunding, renewal, replacement, exchange or extension and (ii) by an amount equal to any existing commitments unutilized thereunder,
and as otherwise permitted pursuant to Section 6.02, (b) other than with respect to a Permitted Refinancing in respect
of Indebtedness permitted pursuant to Section 6.02(l), the Indebtedness resulting from such modification, refinancing, refunding,
renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced,
refunded, renewed, replaced, exchanged or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 6.02(l), at the time thereof, no Default shall have occurred and be continuing, (d) if
such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is Indebtedness permitted pursuant to Section 6.02(v) (other than Permitted First Priority Refinancing Debt) or (gg) or is otherwise a Junior Financing,
(i) to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated
in right of payment or in lien priority to the Secured Obligations, the Indebtedness resulting from such modification, refinancing, refunding,
renewal, replacement, exchange or extension is subordinated in right of payment or in lien priority, as applicable, to the Obligations
on terms at least as favorable in all material respects to the Lenders as those contained in the documentation governing the Indebtedness
being modified, refinanced, refunded, renewed, replaced, exchanged or extended and (ii) the other terms and conditions (excluding
pricing and prepayment or redemption terms) are substantially identical to, or, taken as a whole, no more favorable to the lenders providing
such Indebtedness than the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, or such terms and conditions
are on then-current market terms for such type of Indebtedness; *provided* that a certificate of a Responsible Officer delivered
to the Administrative Agent stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing
requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (e) if such Indebtedness
being modified, refinanced, refunded, renewed, replaced, exchanged or extended is unsecured, the Indebtedness (including any guarantees
thereof) resulting from such modification, refinancing, refunding, renewal, replacement, exchange or extension shall be unsecured, and
(f) such Indebtedness is not secured by any additional property or collateral other than (i) property or collateral (and improvements
thereto) securing the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, (ii) after-acquired
property that is affixed or incorporated into the property covered by the lien securing such Indebtedness and (iii) proceeds and
products thereof. When used with respect to any specified Indebtedness, “Permitted Refinancing” means the Indebtedness incurred
to effectuate a Permitted Refinancing of such specified Indebtedness.
44
“Permitted Repricing
Amendment” shall have the meaning assigned to such term in Section 9.02(b).
“Permitted Second
Priority Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower
in the form of one or more series of second lien secured notes or second lien secured loans; *provided* that (a) such Indebtedness
may only be secured by assets consisting of Collateral on a second lien basis with the Initial Term Loans and/or Initial Revolving Commitments
and the other *pari passu* Secured Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt,
and may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or
assets that become Collateral in connection therewith), (b) such Indebtedness satisfies the requirements set forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit Agreement Refinancing
Indebtedness”, (c) the security agreements relating to such Indebtedness reflect the second lien nature of the security interests
and are otherwise substantially the same as the applicable Collateral Documents (with such differences as are reasonably satisfactory
to the Administrative Agent) and (d) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries
that are Subsidiary Guarantors (or Subsidiaries that become Subsidiary Guarantors in connection therewith), and (e) the Collateral
Agent and the Senior Representative for such Indebtedness shall have executed and delivered the Junior Lien Intercreditor Agreement,
and it shall have been acknowledged by the Loan Parties.
“Permitted Unsecured
Refinancing Debt” means unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the
form of one or more series of unsecured notes or loans; *provided* that (a) such Indebtedness satisfies the requirements set
forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition
of “Credit Agreement Refinancing Indebtedness” and (b) subject to the second proviso to the definition of “Credit
Agreement Refinancing Indebtedness”, such Indebtedness does not mature prior to the date that is ninety-one (91) days after the
maturity date of the applicable Refinanced Debt, (c) such Indebtedness (including any guarantee thereof) is not secured by any Lien
on any property or assets of Holdings, the Borrower or any Subsidiary and (d) if such Indebtedness is Subordinated Indebtedness,
such Indebtedness shall be subordinated to the Obligations in a manner that is either consistent with market subordination terms as of
the time of incurrence for high-yield subordinated loans or debt securities or otherwise reasonably acceptable to the Administrative
Agent.
45
“Person”
means any natural person, corporation, limited liability company, unlimited liability company, trust, Joint Venture, association, company,
partnership, company limited by shares, Governmental Authority or any other entity.
“Pounds Sterling”
shall mean British Pounds Sterling or any successor currency in the United Kingdom.
“Prepayment Minimum”
means, with respect to a payment of Loans or a reduction in Commitments, as the case may be, (a) with respect to Term Loans or Term
Loan Commitments, $1,000,000, (b) with respect to Revolving Loans or Revolving Commitments denominated in Dollars, $1,000,000 and
(c) with respect to Revolving Loans or Revolving Commitments denominated in any other Designated Foreign Currency, as the Administrative
Agent and the Borrower shall agree.
“Prepayment Multiple”
means, with respect to a payment of Loans or a reduction in Commitments, as the case may be, (a) with respect to Term Loans or Term
Loan Commitments, $1,000,000, (b) with respect to Revolving Loans or Revolving Commitments denominated in dollars, $100,000 and
(c) with respect to Revolving Loans or Revolving Commitments denominated in any other Designated Foreign Currency, as the Administrative
Agent and the Borrower shall agree.
“Prime Rate”
means 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).
“Pro Forma Basis”
means, for purposes of calculating the financial covenants set forth in Section 6.01, any Leverage Ratio or any other financial
ratio or test (including Consolidated Total Assets and Consolidated Adjusted EBITDA), such calculation shall be made in accordance with Section 1.07.
“Pro Rata Share”
means, with respect to each Lender of a given Class at any time a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Commitments (or, if Commitments have been terminated, the principal amount
of the Loans or Revolving Extensions of Credit, as applicable) of such Class of such Lender at such time and the denominator of
which is the amount of the aggregate Commitments (or, if the Commitments have been terminated, the principal amount of the Loans or Revolving
Extensions of Credit, as applicable) of such Class at such time.
46
“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Qualified Capital
Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.
“Qualified ECP Guarantor”
means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract
participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”
at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Qualifying IPO”
has the meaning specified in the definition of “Change of Control”.
“Real Estate Asset”
means, at any time of determination, as to any Person any interest (fee, leasehold or otherwise) in real or immovable property then owned
by such Person.
“Reference Time”
with respect to any setting of the then-current Benchmark means (1) 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, (2) if such Benchmark is EURIBOR
Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if RFR, then four RFR Business Days
prior to such setting
“Refinance”
means, in respect of any Indebtedness, to refinance, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds
of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part; “Refinanced”
and “Refinancing” shall have correlative meanings.
“Refinanced Debt”
shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”
“Refinancing Amendment”
means an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Additional
Lender and (d) each existing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred
pursuant thereto, in accordance with Section 2.24.
“Refinancing Loans”
means Refinancing Revolving Loans and Refinancing Term Loans.
“Refinancing Revolving
Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.
“Refinancing Revolving
Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.
47
“Refinancing Term
Loan Commitments” means one or more Classes of Term Loan Commitments hereunder that result from a Refinancing Amendment.
“Refinancing Term
Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.
“Refunded Swing Line
Loans” shall have the meaning assigned to such term in Section 2.07(b)(iv).
“Register”
shall have the meaning assigned to such term in Section 9.04(b)(iv).
“Registered Equivalent
Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under
the Securities Act (or any comparable law in any applicable jurisdiction), substantially identical notes (having the same Guarantees)
issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC and/or any comparable agency in
any applicable jurisdiction.
“Regulation D”
means Regulation D of the Board.
“Regulation H”
means Regulation H of the Board.
“Regulation T”
means Regulation T of the Board.
“Regulation U”
means Regulation U of the Board.
“Regulation X”
means Regulation X of the Board.
“Related Funds”
means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed or advised by such Lender, the same
investment advisor as such Lender or by an Affiliate of such investment advisor.
“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective employees, directors, officers, partners,
trustees, agents, receiver appointed pursuant to a Collateral Document and successors and permitted assigns of such Person and such Person’s
Affiliates.
“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, tanks, containers
or other closed receptacles containing or previously containing any Hazardous Material), including the movement of any Hazardous Material
through the air, soil, surface water or groundwater.
“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve
Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case,
any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England,
or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto and (iii) with respect
to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or
convened by the European Central Bank or, in each case, any successor thereto.
48
“Relevant Rate”
means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, Term SOFR, (ii) with respect to any Term Benchmark
Borrowing denominated in Euros, the EURIBOR Rate, (iii) or with respect to any RFR Borrowing, SONIA, in each case, as applicable.
“Reimbursement Date”
shall have the meaning assigned to such term in Section 2.08(d).
“Repayment Date”
shall have the meaning assigned to such term in Section 2.11(a).
“Required Lenders”
means, as of any date of determination, subject to the provisions of Section 9.04(h) and Section 2.26, Lenders
having more than 50% of the sum of all outstanding Loans and unused Commitments at such time, but excluding Loans and unused Commitments
held by Defaulting Lenders; provided that, at any time there are two or more unaffiliated Lenders, “Required Lenders” shall
include at least two unaffiliated Lenders.
“Required Revolving
Lenders” means, at any time with respect to the Revolving Facility, the holders of more than 50% of the Total Revolving Exposure
at such time, but excluding Revolving Exposure held by Defaulting Lenders.
“Requirements of Law”
means, with respect to any Person, collectively, the Organizational Documents of such Person and the common law, civil law and all federal,
state, provincial, territorial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and
regulations, by-laws, directives, ordinances, orders, judgments, writs, injunctions, decrees (including any requirements under any Environmental
Laws and ERISA and any administrative or judicial precedents or authorities which for the avoidance of doubt shall include the USA PATRIOT
Act, United States Foreign Corrupt Practices Act of 1977, Regulation H and OFAC), Governmental Authorizations and the interpretation
or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each
case having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer”
of any Person means the chief executive officer, the president, any vice president, the chief operating officer or any 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, and, as to any document delivered on the Closing Date (but subject to the express requirements set forth
in Article 4), shall include any secretary or assistant secretary of a Loan Party.
49
“Restricted”
means, when referring to Cash or Cash Equivalents of Holdings and its Restricted Subsidiaries, that such Cash or Cash Equivalents (a) appear
(or would be required to appear) as “restricted” on the consolidated balance sheet of the Borrower (unless such appearance
is related to the Liens permitted hereunder other than consensual Liens which either are on assets which do not constitute Collateral
or rank prior to the Liens in favor of the Secured Parties on the Collateral), (b) are subject to any Lien in favor of any Person
other than (i) the Collateral Agent for the benefit of the Secured Parties and (ii) other Liens permitted hereunder other than
consensual Liens which either are on assets which do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties
on the Collateral, (c) are not otherwise generally available for use by such Person or (d) with respect to any incurrence of
Indebtedness for which compliance with a Leverage Ratio is being determined on a Pro Forma Basis, do not constitute proceeds from such
incurrence of Indebtedness (other than, for purposes of determining the ability to incur any Incremental Revolving Commitments, the proceeds
of such Incremental Revolving Loans borrowed at the time of determination of such Leverage Ratio).
“Restricted Amount”
shall have the meaning assigned to such term in Section 2.13(h).
“Restricted Payment”
shall have the meaning assigned to such term in Section 6.05.
“Restricted Subsidiary”
means any Subsidiary of Holdings or the Borrower, as the context requires (or, if so specified, a Loan Party) other than any Unrestricted
Subsidiary.
“Reuters”
means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.
“Revaluation Date”
shall mean (a) with respect to any Loan denominated in any Designated Foreign Currency, each of the following: (i) the date
of the Borrowing of such Loan and (ii) (A) with respect to any Term Benchmark Loan, each date of a conversion into or continuation
of such Loan pursuant to the terms of this Agreement and (B) with respect to any RFR Loan, each date that is on the numerically
corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding
day in such month, then the last day of such month); (b) with respect to any Letter of Credit denominated in an Designated Foreign
Currency, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each
calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof;
and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.
“Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and
Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The
amount of each Revolving Lender’s Revolving Commitment, if any, is set forth on the Revolving Loan Commitment Schedule, the applicable
Assignment and Assumption, an Incremental Assumption Agreement, a Refinancing Amendment or an Extension, as applicable, subject to any
adjustment or reduction pursuant to the terms and conditions hereof.
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“Revolving Commitment
Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.
“Revolving Commitment
Termination Date” means, with respect to any Class of Revolving Commitments, the earliest to occur of (a)(i) in the
case of the Revolving Facility in respect of the Initial Revolving Commitments, the fifth anniversary of the Closing Date, (ii) in
the case of any Extended Revolving Commitments, the date specified in the applicable Extension and (iii) in the case of any Refinancing
Revolving Commitments, the date specified in the relevant Refinancing Amendment, (b) the date the Revolving Commitments of such
Class are permanently reduced to zero pursuant to Section 2.12, and (c) the date of the termination of the Revolving
Commitments pursuant to Article 7.
“Revolving Exposure”
means, with respect to any Revolving Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments,
that Revolving Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, that Revolving
Lender’s Revolving Extensions of Credit.
“Revolving Extensions
of Credit” means, with respect to any Revolving Lender as of any date of determination, the sum of (a) the aggregate outstanding
principal amount of the Revolving Loans of that Lender, (b) in the case of the Issuing Bank, the aggregate Letter of Credit Usage
in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit), (c) the
aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter
of Credit, (d) in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of
any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding
Swing Line Loans.
“Revolving Facility”
means, at any time, the aggregate Revolving Lenders’ Revolving Commitments at such time. The Revolving Facility shall be available
to be drawn from time to time on or after the Closing Date in U.S. Dollars, Euros, Pounds Sterling.
“Revolving Facility
Commitment Fee” means (a) with respect to the Initial Revolving Commitments, 0.50% per annum and (b) with respect
to any Extended Revolving Commitments or Refinancing Revolving Commitments, the amount specified in the applicable Extension Offer or
Refinancing Amendment, as the case may be.
“Revolving Lenders”
means, at any time, any Lender that has a Revolving Commitment or a Revolving Loan at such time.
“Revolving Loan”
means the Initial Revolving Loans, any Extended Revolving Loans and any Refinancing Revolving Loans.
“Revolving Loan Commitment
Schedule” means Schedule 2.01B attached hereto.
“RFR Borrowing”
means, as to any Borrowing, the RFR Loans comprising such Borrowing.
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“RFR Business Day”
means, for any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day
on which banks are closed for general business in London.
“RFR Loan”
means a Loan that bears interest at a rate based on SONIA.
“S&P”
means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor to its
rating agency business.
“Sale and Lease-Back
Transaction” means any arrangement with any Person providing for the leasing by Holdings, the Borrower or any Subsidiary of
any real or tangible personal property, which property has been or is to be sold or transferred by Holdings, the Borrower or such Subsidiary
to such Person in contemplation of such leasing.
“Scheduled Loan Repayment”
shall have the meaning assigned to such term in Section 2.11(a).
“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.
“Secured Banking Services
Obligations” means all Banking Services Obligations of any Loan Party or any Restricted Subsidiary under arrangements for Banking
Services that (a) are in effect on the Closing Date with a counterparty that is the Administrative Agent or a Lender or an Affiliate
of the Administrative Agent or a Lender as of the Closing Date or in connection with the initial syndication of the Loans or (b) are
entered into after the Closing Date with any counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative
Agent or a Lender at the time such arrangement is entered into.
“Secured Hedging Obligations”
means all Hedging Obligations under each Hedge Agreement that is entered into by any Loan Party or any Restricted Subsidiary that (a) is
in effect on the Closing Date or (b) is entered into after the Closing Date and, in each case, has been specifically designated
as such to the Administrative Agent in writing by the Borrower as “Secured Hedging Obligations”. As of the Closing Date,
each of the Hedge Agreements listed on Schedule 1.01A are hereby specifically designated to the Administrative Agent as Secured
Hedging Obligations.
“Secured Leverage
Ratio” means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such
day (other than any portion thereof which is unsecured) over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents
of Holdings and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis for
such period.
“Secured Obligations”
means all Obligations, together with all Secured Banking Services Obligations and all Secured Hedging Obligations; provided that
the “Secured Obligations” shall exclude any Excluded Swap Obligations.
“Secured Party”
means (a) each Lender, (b) each Issuing Bank, (c) the Collateral Agent, (d) the Administrative Agent, (e) each
Person (other than a Loan Party) to whom any Secured Banking Services Obligations or any Secured Hedging Obligations are owed, (f) the
beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the permitted successors
and assigns of each of the foregoing.
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“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase
or acquire, any of the foregoing; *provided* that “Securities” shall not include any earnout agreement or obligation
or any employee bonus or other incentive compensation plan or agreement.
“Securities Act”
means the Securities Act of 1933, and the rules and regulations of the SEC promulgated thereunder.
“Senior Representative”
means, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, the trustee,
administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness
is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
“Similar Business”
means a business, the majority of whose revenues are derived from the activities of the Borrower, Holdings and the Restricted Subsidiaries
as of the Closing Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development
or expansion thereof or ancillary thereto.
“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Borrowing”
means, as to any Borrowing, the SOFR Loans comprising such Borrowing.
“SOFR Loan”
means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate
Base Rate”.
“Solvency Certificate”
means a certificate signed by a Financial Officer of Holdings in the form of Exhibit H.
“Solvent”
when used with respect to any Person, means that, as of any date of determination (a) the sum of the “fair value” of
the assets of such Person will, as of such date, exceed the sum of all debts (including contingent liabilities) of such Person as of
such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency
of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than
the amount that will be required to pay the probable liability (including contingent liabilities) on existing debts of such Person as
such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct any business in which it is or is about to become engaged and (d) such Person has not incurred and does not
intend to incur, or believe or reasonably should believe that it will incur, debts (including contingent obligations and contingent liabilities)
beyond its ability to pay as they mature. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim
and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
53
“SONIA”
means, with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published
by the SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day. At no time shall SONIA
be less than the Floor.
“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source
for the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“SPC” shall
have the meaning assigned to such term in Section 9.04(e).
“Specialty Subsidiary”
means a Subsidiary that is (a) a captive insurance subsidiary, (b) a not-for-profit entity established for recognized charitable
purposes, (c) any Unrestricted Subsidiary, (d) any Subsidiary that is prohibited by law, regulation or Contractual Obligation
from guaranteeing the Secured Obligations or suffering a pledge of its Capital Stock to secure the Secured Obligations or that would
require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guaranty or to suffer
such pledge (including under any financial assistance, corporate benefit or thin capitalization rule) (*provided* that such prohibition
is not the result of a Contractual Obligation that arose solely in contemplation of such Subsidiary satisfying this definition), (e) special
purpose entities (including securitization subsidiaries) and (f) any Subsidiary to the extent that the burden or cost (including
any material adverse Tax consequences) of obtaining a guaranty by or pledge of the Capital Stock of, outweighs the benefit afforded thereby
as reasonably determined by the Collateral Agent and the Borrower.
“Specified Equity
Contribution” shall have the meaning assigned to such term in Section 6.01(c).
“Specified Jurisdiction”
shall have the meaning assigned to such term in Section 9.09(b).
54
“Specified Loan Party”
means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to
giving effect to Section 10.13).
“Sponsor”
means Permira Advisers, LLC, a New York limited liability company.
“Sponsor Advised Funds”
means any investment fund that is advised or controlled by the Sponsor or an Affiliate of the Sponsor.
“Sponsor Group”
means the Sponsor and Sponsor Advised Funds.
“Spot Rate”
means, in relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by
the Administrative Agent at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to
be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business
Day), and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Administrative
Agent on the Business Day such conversion is to be made in accordance with its normal practice.
“Subject Transaction”
means (a) any Disposition in respect of all or substantially all of the assets or all of the equity interests of any Subsidiary
or of any business unit, line of business or division of the Borrower, Holdings or any of its Subsidiaries, (b) the Transactions,
(c) any Permitted Acquisition, (d) any Investment that results in a Person becoming a Subsidiary of the Borrower or Holdings
or (e) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, or any Unrestricted Subsidiary as a Restricted
Subsidiary in accordance with Section 5.12.
“Subordinated Indebtedness”
means any Indebtedness of any Loan Party expressly subordinated in right of payment to the Obligations.
“subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business
entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons
performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person of a combination
thereof; *provided* that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership
interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.
“Subsidiary”
means, as to any Person, each direct or indirect subsidiary of such Person. Unless otherwise specified herein, the term “Subsidiary”
shall mean a Subsidiary of Holdings.
“Subsidiary Guarantor”
means (a) each Restricted Subsidiary that executes this Agreement as a Loan Guarantor on the Closing Date and (b) each other
Restricted Subsidiary that thereafter guarantees the Secured Obligations pursuant to the terms of this Agreement or any Joinder Agreement
hereto, in each case, unless and until such Restricted Subsidiary ceases to be a Subsidiary Guarantor as a result of a transaction not
prohibited hereby.
55
“Supported QFC”
shall have the meaning assigned to such term in Section 9.24.
“Swap Obligations”
means with respect to any Loan Guarantor 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.
“Swing Line Lender”
means JPMorgan in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.
“Swing Line Loan”
means a Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.07. All Swingline Loans shall be denominated
in Dollars.
“Swing Line Sublimit”
means the lesser of (a) $5,000,000 and (b) the aggregate unused amount of Revolving Commitments then in effect.
“Synthetic Lease Obligation”
means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.
“T2” means
the real time gross settlement system operated by the Eurosystem, or any successor system.
“TARGET Day”
means any day on which T2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative
Agent to be a suitable replacement) is open for the settlement of payments in Euros.
“Taxes”
means any and all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties in respect of the
foregoing.
“Term Benchmark”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Term SOFR Rate or the EURIBOR Rate.
“Term Lenders”
means the Persons listed on the Term Loan Commitment Schedule as Term Lenders and any other Person that shall have become a party hereto
pursuant to an Assignment and Assumption, an Incremental Assumption Agreement, an Extension or a Refinancing Amendment, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or upon the satisfaction in full of the Term Loans
held by such Person pursuant to the terms of this Agreement.
“Term Loan Commitment”
means, with respect to each Lender, its Initial Term Loan Commitment, as such commitment may be (a) reduced from time to time pursuant
to Section 2.01(c) or (d), as applicable, or (b) reduced or increased from time to time pursuant to (i) assignments
by or to such Lender pursuant to an Assignment and Assumption, (ii) an Incremental Assumption Agreement, (iii) a Refinancing
Amendment or (iv) an Extension.
56
“Term Loan Commitment
Schedule” means Schedule 2.01A attached hereto.
“Term Loan Maturity
Date” shall have the meaning assigned to such term in the definition of Maturity Date.
“Term Loans”
means the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans.
“Term SOFR”
means, with respect to any Term Benchmark Borrowing denominated in Dollars 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; *provided* that at no time shall Term SOFR be less than the Floor
“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the
Administrative Agent in its reasonable discretion).
“Term SOFR Determination
Day” shall have the meaning assigned to such term in the definition of “Term SOFR Reference Rate”.
“Term SOFR Reference
Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term
Benchmark Borrowing denominated in Dollars 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
pm (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 the Term SOFR Rate 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 (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.
“Test Period”
means, as of any date of determination, the most recently completed four consecutive Fiscal Quarters of Holdings and its Restricted Subsidiaries
ending on or prior to such date for which the consolidated financial statements of Holdings and its Restricted Subsidiaries have been
(or were required to have been) delivered pursuant to Section 5.01(a) or (b).
“Total Leverage Covenant”
means the financial covenant set forth in Section 6.01(a).
57
“Total Leverage Ratio”
means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings and the Restricted Subsidiaries on such date to (b) Consolidated
Adjusted EBITDA, calculated on a Pro Forma Basis for such period.
“Total Revolving Exposure”
means, at any time, the sum of the Revolving Exposure of all Revolving Lenders at such time.
“Total Utilization
of Revolving Commitments” means, as at any date of determination, the sum of (a) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing
the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (b) the aggregate principal amount of
all outstanding Swing Line Loans and (c) the Letter of Credit Usage.
“Trade Date”
means the date on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of
its rights and/or obligations under this Agreement.
“Transaction Costs”
means fees and expenses payable or otherwise borne by Holdings and its Subsidiaries in connection with the Transactions and the transactions
contemplated thereby.
“Transactions”
means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party
and the making of the Borrowings hereunder, (b) the payment of the Transaction Costs and (c) the payment of the Closing Date
Dividend.
“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to Term SOFR or the Alternate Base Rate.
“UCC” means
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 issue of perfection of security interests.
“UK Financial Institution”
means 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 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.
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
58
“United States”
and “U.S.” each means the United States of America.
“Unliquidated Obligations”
means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued
by it; (b) any other obligation (including any guarantee) that is contingent in nature at such time; or (c) an obligation to
provide collateral to secure any of the foregoing types of obligations, but excluding unripened or contingent obligations related to
indemnification under Section 9.03 for which no written demand has been made.
“Unrestricted”
means, when referring to Cash or Cash Equivalents, that such Cash or Cash Equivalents are not Restricted.
“Unrestricted Subsidiary”
means any subsidiary of Holdings designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.12.
“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 2.19(e)(iv).
“U.S. Government Securities
Business Day” means 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. Pledge and Security
Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, among Holdings, the other Loan Parties
party thereto and the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties.
“USA PATRIOT Act”
means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.
“Weighted Average
Life to Maturity” means, when applied to any Indebtedness, at any date, the quotient obtained by dividing (i) the sum
of the products of the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.
“Write-Down and Conversion
Powers” means, (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 UK 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.
59
**Section 1.02***Classification
of Loans and Borrowings*. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class (e.g.,
a “Term Loan”) or by Type (e.g., a “Term Benchmark Loan” or a “RFR Borrowing”) or by Class and
Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”).
**Section 1.03***Terms
Generally*. The definitions of terms herein shall apply equally to 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” to the
extent not already specified. The word “will” shall be construed to have the same meaning and effect as the word “shall”.
Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein (including
any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated,
amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and
restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include
such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and “hereunder”,
and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, unless otherwise noted, (e) in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including”, the word “through” means
“to and including”, and the words “to” and “until” mean “to (or until) but excluding”,
(f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including Real Estate Assets, Cash, securities, accounts and contract rights
and (g) a reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions
of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation. Where
compliance with any provision herein or the other Loan Documents is determined by reference to the proceeds of any issuances of Capital
Stock or capital contributions, such proceeds shall be deemed to be limited to such amount as was not previously (and is not concurrently
being) applied in determining the permissibility of another transaction hereunder or under the Loan Documents.
**Section 1.04***Effectuation
of Transactions*. Each of the representations and warranties of the Loan Parties contained in this Agreement (and all corresponding
definitions) are made after giving effect to the Transactions, unless the context otherwise requires.
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**Section 1.05***Accounting
Terms; GAAP; Currency.*
(a)Except
as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance
with GAAP and all terms of an accounting or financial nature that are used in the computation of any covenant (including the computation
of any financial covenant) set forth in any Loan Document shall be construed and interpreted in accordance with GAAP; *provided* that,
in the event of any change in GAAP or the application thereof, from that applied in the preparation of the financial statements of the
Borrower most recently delivered on or prior to the Closing Date that would affect the computation of any financial covenant, ratio,
accounting definition or requirement set forth in this Agreement or any other Loan Document, if the Borrower or the Required Lenders
shall so request, the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith, each acting reasonably
(and without the requirement of any fee), to amend such financial covenant, ratio, accounting definition or requirement to preserve the
original intent thereof in light of such change in GAAP or the application thereof; *provided*, *further*, that, until so amended
as provided in the preceding proviso, (a) such financial covenant, ratio, accounting definition or requirement shall continue to
be computed in accordance with GAAP or the application thereof without regard to such change and (b) the Borrower shall furnish
to the Administrative Agent and the Lenders the financial statements required under this Agreement, and a reconciliation between such
financial statements and the calculations of such financial covenant, ratio, accounting definition or requirement made before and after
giving effect to such change in GAAP; *provided* that no amendment fee shall be payable in connection therewith. Notwithstanding
any other provision contained herein, each financial covenant, ratio, accounting definition or requirement used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to (x) any election under GAAP
to value any Indebtedness or other liabilities of Holdings, the Borrower or any Subsidiary at “fair value”, as defined therein
and (y) the adoption of Accounting Standards Update No. 2016-02 by the Financial Accounting Standards Board in February 2016
(“ASU 2016-02”) such that “Capital Lease Obligations” shall specifically exclude liabilities that were
considered operating lease liabilities under GAAP prior to the adoption of ASU 2016-02.
(b)Any
calculation referring to financial statements that is required to be made during the period prior to the time any such statements are
so delivered pursuant to Section 5.01(a) or (b) after the Closing Date shall be made by reference to the
financial statements and pro forma financial statements delivered pursuant to Section 4.01(c).
(c)For
purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions
or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency translation
shall be based on the rate of exchange between the applicable currency and Dollars (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in such currency reasonably acceptable to the Borrower and
the Administrative Agent) in effect on the Business Day immediately preceding the date of such transaction (except for such other time
periods as provided for in Section 6.02) or determination and shall not be affected by subsequent fluctuations in exchange
rates.
(d)On
each Calculation Date, the Administrative Agent shall (a) determine the Spot Rate as of such Calculation Date with respect to each
Designated Foreign Currency and (b) give written notice thereof to the Borrower. The Spot Rates so determined shall become effective
on such Calculation Date, shall remain effective until the next succeeding Calculation Date, and shall for all purposes of this Agreement
(other than any provision expressly requiring the use of a current Spot Rate and except for purposes of financial statements delivered
by the Loan Parties hereunder or calculating financial ratios hereunder) be the Spot Rate employed in converting any amounts between
Dollars and the applicable Designated Foreign Currency.
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**Section 1.06***Timing
of Payment of Performance*. Except as otherwise provided herein, when payment of any obligation or the performance of any covenant,
duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other
than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.
**Section 1.07***Pro
Forma Calculations*.
(a)Notwithstanding
anything to the contrary contained herein, financial ratios and tests (including the Leverage Ratios, the Fixed Charge Coverage Ratio,
the amount of Consolidated Total Assets and Consolidated Adjusted EBITDA) pursuant to this Agreement shall be calculated in the manner
prescribed by this Section 1.07.
(b)For
purposes of calculating any financial ratio or test, Subject Transactions that have been made by Holdings, the Borrower or any Restricted
Subsidiary during the applicable period or subsequent to such period and prior to or simultaneously with the event for which such calculation
is being made shall be calculated on a pro forma basis assuming that all such Subject Transactions (and the change in Consolidated Adjusted
EBITDA resulting therefrom) had occurred on the first day of the applicable period and Consolidated Total Assets shall be calculated
after giving effect thereto. If since the beginning of any such period any Person that subsequently became a Subsidiary or was merged,
amalgamated or consolidated with or into the Borrower or any of the Subsidiaries since the beginning of such period shall have made any
Subject Transaction that would have required adjustment pursuant to this Section 1.07, then any applicable financial ratio
or test shall be calculated giving pro forma effect thereto for such period as if such Subject Transaction occurred at the beginning
of the applicable period.
(c)Whenever
pro forma effect is to be given to a Subject Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer
of the Borrower (including the “run-rate” cost savings and synergies resulting from such Subject Transaction that have been
or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any
action taken or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance
costs with public company requirements), net of the amount of actual benefits realized during such period from such actions), and any
such adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial
ratios or tests, including during any subsequent periods in which the effects thereof are expected to be realized); *provided* that,
(i) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise
added back in computing Consolidated Adjusted EBITDA for such period and (ii) any increase to Consolidated Adjusted EBITDA as a
result of cost savings and synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA.
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(d)If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated
as if the rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire period
(taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall
be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit
in such Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, an applicable interbank offered rate, or other rate, shall be determined to have been
based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Subsidiary may designate.
(e)[Reserved].
(f)[Reserved].
(g)In
connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:
(i)determining
compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage
Ratio or the Total Leverage Ratio; or
(ii)testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated
Adjusted EBITDA);
in each case, at the option of the Borrower (the
Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”),
the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive acquisition
agreement for a Limited Condition Acquisition is entered into (the “LCA Test Date”), and if, after giving pro forma
effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence
of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent Test Period ending prior
to the LCA Test Date for which consolidated financial statements of the Borrower are available, the Borrower could have taken such action
on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.
If the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA
Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Adjusted
EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, after the LCA Test Date
and at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded
as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection
with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making
of Restricted Payments, Investments, Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all
of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation
of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition
Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation
of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket
on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith have been consummated
(including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof).
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In connection with any action
being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement
which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result
from any such action, as applicable, or that the representations and warranties be true and correct, such condition shall, at the option
of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists or
that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such Limited Condition
Acquisition are entered into. If the Borrower has made an LCA Election, and any Default, Event of Default or specified Event of Default
occurs, or any representations and warranties are not true and correct, following the date the definitive agreements for the applicable
Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default,
Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing and that the representations and
warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with such
Limited Condition Acquisition is permitted hereunder.
**Section 1.08***Determination
of Compliance with Certain Covenants; Amounts*. For purposes of determining compliance with any negative covenant set forth in Section 6.02, Section 6.03, Section 6.05, Section 6.06, or Section 6.08:
(a)in
the event that any Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment meets the criteria
of more than one of the categories of permitted Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment
described in Section 6.02, Section 6.03, Section 6.05, Section 6.06, or Section 6.08,
respectively, the Borrower, in its sole discretion, may classify or reclassify such Indebtedness, Lien, Restricted Payment, payment with
respect to Junior Financing or Investment, as the case may be (or any portion thereof), and will only be required to include the amount
and type of such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment, as the case may be,
being so reclassified in the permitted category of Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing,
or Investment, as the case may be, to which such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or
Investment is being reclassified;
(b)at
the time of incurrence or permitted reclassification, the Borrower will be entitled to divide and classify Indebtedness, Lien, Restricted
Payment, payment with respect to Junior Financing, or Investment, as the case may be, among the relevant categories of permitted Indebtedness,
Lien, Restricted Payments, payments with respect to Junior Financing, or Investments, as the case may be; and
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(c)any
amounts incurred under any dollar basket shall automatically be reclassified as incurred under the corresponding ratio basket to the
extent of any ratio capacity within the same negative covenant.
Notwithstanding anything to
the contrary in this Section 1.08, no re-classification between covenants (i.e. Indebtedness to Liens or Investments to Restricted
Payments) shall be permitted.
**Section 1.09***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 on the
first date of its existence by the holders of its equity interests at such time.
**Section 1.10***Rates*.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the
continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR
Reference Rate Term SOFR, EURIBOR Rate, SONIA, or any component definition thereof or rates referred to in the definition thereof, or
any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics
of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same
value or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, Term
SOFR, EURIBOR Rate, SONIA, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation
or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions
that affect the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, any alternative,
successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse
to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate
Base Rate, the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, or any other Benchmark, or any component definition thereof
or rates referred to 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.
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**Section 1.11***Exchange
Rates, Currency Equivalents.*
(a)The
Administrative Agent or the Issuing Bank, as applicable, shall determine the Dollar Equivalent amounts of Term Benchmark Borrowings or
RFR Borrowings or Letter of Credit extensions denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as
of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes
of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the Issuing Bank, as applicable.
(b)Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,
but such Borrowing, Loan or Letter of Credit is denominated in an Designated Foreign Currency, such amount shall be the Dollar Equivalent
of such amount, as reasonably determined by the Administrative Agent or the Issuing Bank, as the case may be.
**Article 2**
**THE
CREDITS**
**Section 2.01***Term
Loan Commitments*. Subject to the terms and conditions set forth herein:
(a)Each
Term Lender with an Initial Term Loan Commitment, agrees, severally and not jointly, to make an Initial Term Loan to the Borrower on
the Closing Date, in Dollars, in a principal amount equal to its Initial Term Loan Commitment as of the Closing Date. Amounts prepaid
or repaid in respect of Term Loans may not be reborrowed.
(b)Each
Incremental Term Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to
make Incremental Term Loans to the Borrower, in an aggregate principal amount equal to its Incremental Term Commitment.
(c)The
Term Loan Commitments as of the Closing Date shall automatically terminate upon the making of the Term Loans on the Closing Date.
**Section 2.02***Term
Loans and Borrowings.*
(a)Each
Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Type and Class made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Term Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; *provided* that the Commitments of the Lenders are several
and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b)Subject
to Section 2.16, each Borrowing of Term Loans shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Borrower
may request in accordance herewith. Each Lender at its option may make any Term Benchmark Loan by causing any domestic or foreign branch
or Affiliate of such Lender to make such Term Loan; *provided* that (i) any exercise of such option shall not affect the obligation
of the Borrower to repay such Term Loan in accordance with the terms of this Agreement, (ii) such Term Benchmark Loan shall be deemed
to have been made and held by such Lender, and the obligation of the Borrower to repay such Term Benchmark Loan shall nevertheless be
to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender, (iii) the making of such Term Benchmark
Loan by such domestic or foreign branch or Affiliate of such Lender shall not result in any additional Tax liability to the Borrower,
and (iv) in exercising such option, such Lender shall use reasonable efforts to minimize any increase in Term SOFR or increased
costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions
that it determines would result in increased costs for which it will not be compensated hereunder or that it otherwise determines would
be disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions
of Section 2.17 shall apply).
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(c)At
the commencement of each Interest Period for any Term Benchmark Borrowing of Term Loans, such Borrowing shall comprise an aggregate principal
amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each ABR Borrowing of Term Loans
when made shall be in a minimum principal amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess
thereof; *provided* that an ABR Borrowing of Term Loans may be maintained in a lesser amount equal to the difference between the
aggregate principal amount of all other Borrowings of Term Loans of the applicable Class and the total amount of Term Loans of such
Class at such time outstanding. Borrowings of Term Loans of more than one Type may be outstanding at the same time; *provided* that there shall not at any time be more than a total of five different Interest Periods in effect for SOFR Borrowings of Term Loans
of any single Class at any time outstanding.
(d)The
Administrative Agent shall upon receipt of all requested funds, promptly make the Initial Term Loan to be made as part of the requested
Borrowing available to the Borrower by wire transfer of immediately available funds to the location and number of the account set forth
in the applicable Borrowing Request and in accordance with any flow of funds or other such letter of direction attached thereto.
(e)Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to elect to convert or continue any Borrowing of Term Loans
if the Interest Period requested with respect thereto would end after the relevant Maturity Date.
**Section 2.03***Request
for Term Loan Borrowings*.
(a)To
request the making of the Term Loans hereunder, the Borrower shall notify the Administrative Agent of such request in writing by delivery
(which may be by facsimile or electronic mail) of a Borrowing Request signed by the Borrower not later than 11:00 a.m., New York City
time, (x) three (3) U.S. Government Securities Business Days before the proposed funding date with respect to Term Benchmark
Loans (it being understood that any Borrowing Request for a Borrowing of Term Benchmark Loans on the Closing Date may be delivered by
11:00 a.m., New York City time on the Business Day prior to the Closing Date) and (y) on the proposed funding date (which shall
be a Business Day) with respect to ABR Loans (or, in each case, such later time or date as shall be acceptable to the Administrative
Agent; provided that, if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement
may be waived at the sole discretion of the Administrative Agent. A Borrowing Request delivered by facsimile (or electronic mail) shall
be irrevocable upon confirmation of delivery; *provided* that, in each case, such notice may be conditioned upon the effectiveness
of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on
or prior to the specified effective date) if such condition is not satisfied. Each such Borrowing Request shall specify the following
information in compliance with Section 2.02:
(i)the
Class and the aggregate amount of the requested Term Loan;
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(ii)the
date of the Borrowing, which shall be a Business Day;
(iii)whether
the Borrowing is to be an ABR Borrowing or a SOFR Borrowing;
(iv)in
the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period;” and
(v)the
location and number of the Borrower’s account or any other designated account to which funds are to be disbursed.
(b)If
no election as to the Type of Borrowing is specified, then the requested Borrowing of Term Loans shall be an ABR Borrowing. If no Interest
Period is specified with respect to any Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one (1) month’s duration. Promptly following receipt of the 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.
(c)Each
Lender shall make the Initial Term Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds,
to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, in an amount equal
to such Lender’s Applicable Percentage of the aggregate principal amount of the Initial Term Loans made on the Closing Date. Upon
receipt of all requested funds, the Administrative Agent shall make such funds available to the Borrower by wire transfer in accordance
with the terms of the Borrowing Request.
(d)Unless
the Administrative Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available
to the Administrative Agent such Lender’s share of the Term Loan Borrowing on the Closing Date, the Administrative Agent may assume
that such Lender has made such share available on the Closing Date in accordance with this Section 2.03 and may (but shall
have no obligation to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a
Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay
to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from
and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent,
at the applicable Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent
in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Initial Term Loan, included in the Term Loan Borrowing on the Closing Date or the applicable date of Borrowing. Nothing
herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative
Agent or the Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.
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**Section 2.04***Revolving
Commitments.*
(a)Subject
to the terms and conditions set forth herein, during the Revolving Commitment Period, each Revolving Lender severally agrees to make
Revolving Loans to the Borrower, in Approved Currencies, in an aggregate amount up to but not exceeding such Revolving Lender’s
Revolving Commitment; provided that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization
of Revolving Commitments exceed the aggregate Revolving Commitments then in effect; provided, further, that each Revolving Loan shall
be made as a part of a Borrowing consisting of Revolving Loans of the same Type made by the Revolving Lenders ratably in accordance with
their respective Revolving Commitments. Amounts borrowed pursuant to Section 2.05 may be repaid and reborrowed during the
Revolving Commitment Period. Each Revolving Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination
Date and all Revolving Loans of such Class and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving
Commitments of such Class shall be paid in full no later than such date.
(b)Each
Incremental Revolving Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement,
to make Incremental Revolving Loans to the Borrower, in an aggregate principal amount up to but not exceeding its Incremental Revolving
Commitment.
**Section 2.05***Revolving
Loans and Borrowings.*
(a)Except
pursuant to Section 2.07(b)(iv), Revolving Loans that are ABR Borrowings shall be made in an aggregate minimum amount of
the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount (provided that such ABR Loans of any
Class may be maintained in a lesser amount equal to the difference between the aggregate principal amount of all other Revolving
Loans of such Class and the Total Utilization of Revolving Commitments of such Class), and Revolving Loans that are Term Benchmark
Loans shall be in an aggregate minimum amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of
that amount.
(b)Subject
to Section 2.16, each Borrowing of Revolving Loans shall be comprised entirely of ABR Loans, RFR Loans or Term Benchmark
Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Term Benchmark Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Revolving Loan; provided that (i) any exercise of such option shall not
affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this Agreement, (ii) such Term
Benchmark Loan shall be deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such Term Benchmark
Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender, (iii) the
making of such Term Benchmark Loan by such domestic or foreign branch or Affiliate of such Lender shall not result in any additional
Tax liability to the Borrower, and (iv) in exercising such option, such Lender shall use reasonable efforts to minimize any increase
in Term SOFR or increased costs to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or
refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that
it otherwise determines would be disadvantageous to it and in the event of such request for costs for which compensation is provided
under this Agreement, the provisions of Section 2.17 shall apply).
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(c)After
the Closing Date, the proceeds of the Revolving Loans may be used for working capital needs and other general corporate purposes (including
for capital expenditures, Permitted Acquisitions, and other Investments) of Holdings and its Subsidiaries.
**Section 2.06***Request
for Revolving Borrowings.*
(a)To
request the making of Revolving Loans hereunder, the Borrower shall notify the Administrative Agent of such request in writing by delivery
(which may be by facsimile or electronic mail) of a Borrowing Request signed by the Borrower (i) in the case of a Term Benchmark
Borrowing denominated in Dollars, not later than 11:00 a.m. (New York City time) at least in the case of a Borrowing denominated
in Dollars, (x) three (3) U.S. Government Securities Business Days before the proposed Borrowing of Revolving Loans in the
case of a SOFR Borrowing (it being understood that any Borrowing Request for a Borrowing of Term Benchmark Loans on the Closing Date
may be delivered by 11:00 a.m., New York City time on the Business Day prior to the Closing Date), and (y) one (1) Business
Day in advance of the proposed Borrowing in the case of a Revolving Loan that is an ABR Loan (or, in each case, such later time or date
as shall be acceptable to the Administrative Agent), (ii) in the case of a Term Benchmark Borrowing denominated in Euros, not later
than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing, and (iii) in the case of an
RFR Borrowing not later than 11:00 a.m., New York City time, five RFR Business Days before the date of the proposed Borrowing; provided
that, if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at
the sole discretion of the Administrative Agent. Except as otherwise provided herein, (x) a written Borrowing Request for a Revolving
Loan that is a Term Benchmark Loan shall be irrevocable on the date that is two (2) Business Days prior to the first day of the
requested Interest Period and (y) a Borrowing Request made by facsimile or electronic mail shall be irrevocable upon confirmation
of delivery; provided that, in each case, such notice may be conditioned upon the effectiveness of other transactions, in which case
such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied. Each such Borrowing Request shall specify the following information in compliance with Section 2.05:
(i)the
aggregate amount and currency (which shall be an Approved Currency) of the requested Revolving Loan;
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(ii)the
date of the Borrowing, which shall be a Business Day;
(iii)whether
the requested Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or an RFR Borrowing;
(iv)in
the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”; and
(v)the
location and number of the Borrower’s account or any other designated account to which funds are to be disbursed.
(b)If
no election as to the currency of a Borrowing is specified, then the requested Revolving Borrowing shall be made in Dollars. If no election
as to the Type of Revolving Loan is specified, then the requested Borrowing of Revolving Loans shall be an ABR Borrowing made in Dollars.
If no Interest Period is specified with respect to any Term Benchmark Borrowing of Revolving Loans, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration. Promptly following receipt of the Borrowing Request in accordance
with this Section 2.06, 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.
(c)Administrative
Agent shall promptly provide each Lender notice of receipt of each Borrowing Request in respect of Revolving Loans, together with the
amount of each such Lender’s Pro Rata Share thereof, together with the applicable interest rate.
(d)Each
Lender shall make the amount of its Revolving Loan available to the Administrative Agent not later than 1:00 p.m. (New York City
time) on the date of the requested Borrowing by wire transfer of same day funds, in Dollars at the office of the Administrative Agent.
Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall,
upon receipt of all requested funds, make the proceeds of such Revolving Loans available to the Borrower on the requested date of such
Borrowing by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative
Agent from Lenders to be transferred by wire transfer in like funds to the account of the Borrower or any such other account set forth
in the Borrowing Request.
(e)[Reserved].
(f)There
shall not at any time be more than a total of five different Interest Periods in effect for SOFR Borrowings of Revolving Loans of any
single Class at any time outstanding.
(g)Unless
the Administrative Agent shall have received notice from a Lender prior to the Borrowing of Revolving Loans that such Lender will not
make available to the Administrative Agent such Lender’s share of the Revolving Loan Borrowing on the applicable borrowing date,
the Administrative Agent may assume that such Lender has made such share available on the applicable borrowing date in accordance with
this Section 2.06 and may (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower
a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent,
then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount
with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date
of payment to the Administrative Agent, at the applicable Overnight Rate plus any administrative, processing or similar fees customarily
charged by the Administrative Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Revolving Loan included in the Revolving Loan Borrowing on the applicable borrowing
date. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which
the Administrative Agent or the Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.
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**Section 2.07***Swing
Line Loans*.
(a)Swing
Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender
agrees to make Swing Line Loans to the Borrower, in Dollars, in an aggregate principal amount up to but not exceeding the Swing Line
Sublimit; provided that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.07 may be repaid
and reborrowed during the Revolving Commitment Period. Each Swing Line Loan shall be an ABR Loan. The Swing Line Lender’s Commitment
to make Swing Line Loans shall expire on the latest Revolving Commitment Termination Date and all Swing Line Loans and all other amounts
owed hereunder with respect to the Swing Line Loans shall be paid in full no later than such date. Within the foregoing limits, and subject
to the other terms and conditions hereof, the Borrower may borrow under this Section 2.07, prepay under Section 2.12,
and reborrow under this Section 2.07.
(b)Borrowing
Mechanics for Swing Line Loans.
(i)Swing
Line Loans shall be made in an aggregate minimum amount of $50,000 and integral multiples of $50,000 in excess of that amount.
(ii)To
request the making of a Swing Line Loan hereunder, the Borrower shall notify the Swing Line Lender (with a copy to the Administrative
Agent) of such request in writing by delivery (which may be by facsimile or email) of a Borrowing Request signed by the Borrower not
later than 2:00 p.m. (New York City time) on the date of the proposed Borrowing, which shall be a Business Day; provided that, if
such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole
discretion of the Administrative Agent.
(iii)The
Swing Line Lender shall make the amount of its Swing Line Loan available to the Borrower promptly on the date specified in the relevant
Borrowing Request by wire transfer of same day funds in Dollars to be credited to the account of the Borrower or such other account as
may be designated in writing to the Swing Line Lender by the Borrower.
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(iv)With
respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.12, the Swing
Line Lender may at any time and from time to time prior to the fifth Business Day following the borrowing of any Swing Line Loan, in
its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower) at least one Business Day in advance
of the proposed Borrowing, a written notice (which shall be deemed to be a Borrowing Request given by the Borrower) requesting that each
Lender holding a Revolving Commitment make Revolving Loans that are ABR Loans to the Borrower on the date of such Borrowing in an amount
equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice
is given which the Swing Line Lender requests Lenders to prepay; provided that on the fifth Business Day following the borrowing of any
such Swing Line Loan, such request shall be deemed made by the Swing Line Lender (without any such copy to the Borrower being required);
provided, further that no notice of repayment shall be required to be given by the Borrower in respect of any such repayment of any Swing
Line Loan. Anything contained in this Agreement to the contrary notwithstanding, (A) the proceeds of such Revolving Loans made by
the Lenders other than the Swing Line Lender shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied
to repay a corresponding portion of the Refunded Swing Line Loans and (B) if the Swing Line Lender is a Revolving Lender, on the
day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be
paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed
to be so paid shall no longer be outstanding as Swing Line Loans but shall instead constitute part of the Swing Line Lender’s outstanding
Revolving Loans to the Borrower. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered
by or on behalf of the Borrower from the Swing Line Lender in bankruptcy or insolvency, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders.
(v)If
for any reason Revolving Loans are not made pursuant to Section 2.07(b)(iv) in an amount sufficient to repay any amounts
owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment
thereof by the Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have irrevocably
purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid
amount together with accrued interest thereon. Upon one Business Day’s written notice from the Swing Line Lender, each Lender holding
a Revolving Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid
amount in same day funds at the principal office of the Swing Line Lender. In the event any Lender holding a Revolving Commitment fails
to make available to the Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the Swing Line
Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used
by the Swing Line Lender for the correction of errors among banks and thereafter at the Alternate Base Rate. A certificate of the Swing
Line Lender submitted to any Lender with respect to amounts owing under this Section 2.07(b)(v) shall be conclusive
absent manifest error. No funding of risk participations hereunder shall relieve or otherwise impair the obligation of the Borrower to
repay Swing Line Loans, together with interest, as provided for in this Agreement.
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(vi)Notwithstanding
anything contained herein to the contrary, (A) each Lender’s obligation to make Revolving Loans for the purpose of repaying
any Refunded Swing Line Loans pursuant to Section 2.07(b)(iv) and each Lender’s obligation to purchase a participation
in any unpaid Swing Line Loans pursuant to Section 2.07(b)(v) shall be absolute and unconditional and shall not be affected
by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (2) the occurrence or continuation of a Default
or Event of Default; (3) any adverse change in the business, operations, properties, assets, condition (financial or otherwise)
or prospects of any Loan Party; (4) any breach of this Agreement or any other Loan Document by any party thereto; or (5) any
other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of
each Lender to make Revolving Loans hereunder (but not to purchase and fund risk participations in Swing Line Loans pursuant Section 2.07(b)(v) above)
are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that
any of the conditions under Section 4.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing
Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (B) the Swing
Line Lender shall not be obligated to make any Swing Line Loans (1) if it has elected not to do so after the occurrence and during
the continuation of a Default or Event of Default or (2) at a time when any Lender is a Defaulting Lender unless the participations
therein have been reallocated in the manner specified in Section 2.26(a)(ii)(A) below or, if not so reallocated, the
Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s
risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting
Lender’s Pro Rata Share of the outstanding Swing Line Loans.
(c)Resignation
and Removal of Swing Line Lender. So long as a replacement Swing Line Lender reasonably acceptable to the Borrower has been identified
and has agreed to assume the responsibilities of the Swing Line Lender, the Swing Line Lender may resign as the Swing Line Lender upon
thirty days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at
any time by written agreement among the Borrower, the Administrative Agent, the replaced Swing Line Lender (provided that no consent
of the replaced Swing Line Lender will be required if the replaced Swing Line Lender has no Swing Line Loans outstanding or such Swing
Line Loans will be prepaid on the effective date of such removal) and the successor Swing Line Lender. The Administrative Agent shall
notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective,
the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender. From and after the effective
date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a
Swing Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing
Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all
previous Swing Line Lenders, as the context shall require.
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(d)If
the Maturity Date shall have occurred in respect of any Class of Revolving Commitments at a time when another Class or Classes
of Revolving Commitments is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding
Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans
as a result of the occurrence of such Maturity Date); provided, however, that if on the occurrence of such earliest Maturity Date (after
giving effect to any repayments of Revolving Loans, there shall exist one or more Classes of sufficient unutilized Revolving Commitments
so that the respective outstanding Swing Line Loans could be incurred pursuant to such Revolving Commitments which will remain in effect
after the occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing
Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Revolving Commitments, and such Swing Line
Loans shall not be so required to be repaid in full on such earliest Maturity Date.
**Section 2.08***Letters
of Credit*.
(a)During
the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit (or amend,
renew or extend an outstanding Letter of Credit), in a form approved by Issuing Bank, for the account of the Borrower (or any Restricted
Subsidiary and/or Joint Venture; provided that the Borrower will be the applicant) in the aggregate amount up to but not exceeding the
Letter of Credit Sublimit; provided, each Letter of Credit shall be denominated in an Approved Currency; provided, further, (i) after
giving effect to such issuance (or amendment, renewal or extension), in no event shall the Total Utilization of Revolving Commitments
exceed the Revolving Commitments then in effect; (ii) after giving effect to such issuance (or amendment, renewal or extension),
in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (iii) in no event shall any standby
Letter of Credit have an expiration date later than the earlier of (A) three (3) Business Days prior to the latest Revolving
Commitment Termination Date (provided that the expiration date of a standby Letter of Credit may be later than three (3) Business
Days prior to the latest Revolving Commitment Termination Date if the Borrower has, on or before the date that is three Business Days
prior to the latest Revolving Commitment Termination Date, posted Cash Collateral to the Collateral Agent in an amount equal to 105 %
of the amount available for drawing with respect to such Letter of Credit) and (B) the date which is one year from the date of issuance
of such standby Letter of Credit unless consented to by the Issuing Bank; and (iv) in no event shall any commercial Letter of Credit
(A) have an expiration date later than the earlier of (1) five (5) Business Days prior to the latest Revolving Commitment
Termination Date (provided that the expiration date of a commercial Letter of Credit may be later than five (5) Business Days prior
to the latest Revolving Commitment Termination Date if the Borrower has, on or before the date that is five (5) Business Days prior
to the latest Revolving Commitment Termination Date, posted Cash Collateral to the Collateral Agent in an amount equal to 105% of the
amount available for drawing with respect to such Letter of Credit and (2) the date which is one year from the date of issuance
of such commercial Letter of Credit or (B) be issued if such commercial Letter of Credit is otherwise unacceptable to the Issuing
Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit will automatically
be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such
additional period; provided that the restriction in subclause (iii)(A) of this Section 2.08(a) shall
continue to apply and the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of
Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension. The Issuing Bank shall not at
any time be obligated to issue, amend, renew or extend any Letter of Credit hereunder if such issuance, amendment, renewal or extension
would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any applicable Requirements of Law.
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(b)Notice
of Issuance. Whenever the Borrower desires the issuance of a Letter of Credit (or amendment, renewal or extension of a Letter of
Credit), it shall deliver to the Administrative Agent and Issuing Bank an Issuance Notice no later than 11:00 a.m. (New York City
time) at least three (3) Business Days, or in each case such shorter period as may be agreed to by the Issuing Bank in any particular
instance, in advance of the proposed date of issuance (or amendment, renewal or extension). If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter
of Credit (or amendment, renewal or extension of a Letter of Credit). Such Issuance Notice and/or letter of credit application shall
be accompanied by any documents and information pertaining to such request as the Issuing Bank may reasonably request, including, without
limitation, documentary and other evidence of the proposed beneficiary’s identity to enable the Issuing Bank to verify the beneficiary’s
identity or to comply with Section 326 of the USA PATRIOT Act and any other applicable Requirements of Law. Upon satisfaction or
waiver of the conditions set forth in Section 4.02, the Issuing Bank shall issue the requested Letter of Credit (or amendment,
renewal or extension of a Letter of Credit) only in accordance with the Issuing Bank’s standard operating procedures. Upon the
issuance of any Letter of Credit (or amendment, renewal or extension of a Letter of Credit), the Issuing Bank shall promptly notify the
Administrative Agent of such issuance (or amendment, renewal or extension) and the Administrative Agent shall promptly notify each Lender
with a Revolving Commitment of such issuance (or amendment, renewal or extension), which notice by Administrative Agent shall be accompanied
by a copy of such Letter of Credit (or amendment, renewal or extension of a Letter of Credit) and the amount of such Lender’s respective
participation in such Letter of Credit pursuant to Section 2.08(e).
(c)Responsibility
of the Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter
of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to examine the documents delivered under such Letter
of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions
of such Letter of Credit. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of,
or misuse of the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Letters of Credit; *provided* that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may
have against such beneficiaries at law or under any other agreement. In furtherance and not in limitation of the foregoing, the Issuing
Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted
by any party in connection with the application for and issuance of, or any drawing under, any such Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged other than to confirm such documents
comply with the terms of such Letter of Credit; (ii) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply
fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors
in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order
to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any
such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes
beyond the control of the Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates; none
of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder; *provided*,
in each case, that any damages suffered shall not have been caused by the Issuing Bank’s (x) gross negligence, bad faith or
willful misconduct or (y) willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by
the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, each
as determined by a final, non-appealable judgment of a court of competent jurisdiction.
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(d)Reimbursement
by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the Issuing Bank has determined to honor a drawing
under a Letter of Credit, it shall promptly notify the Borrower and the Administrative Agent in writing, and the Borrower shall reimburse
the Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement
Date”) an amount equal to the amount of such honored drawing, calculated as of the date the Issuing Bank made such drawing,
and in same day funds and in the currency in which such Letter of Credit is denominated; *provided* that, any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank with respect to any honored
drawing. Anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative
Agent and the Issuing Bank prior to 12:00 (Noon) (New York City time) on the date such drawing is honored that the Borrower intends to
reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower
shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting Lenders with Revolving Commitments to
make Revolving Loans that are ABR Loans on the Reimbursement Date in an amount equal to the amount of such honored drawing, and (ii) subject
to satisfaction or waiver of the conditions specified in Section 4.02, Lenders with Revolving Commitments shall, on the Reimbursement
Date, make Revolving Loans that are ABR Loans in an amount equal to its Pro Rata Share (with respect to the Revolving Commitments) of
the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing
Bank for the amount of such honored drawing; and *provided*, *further*, if for any reason proceeds of Revolving Loans are not
received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall reimburse
the Issuing Bank, on demand, in the currency an amount in same day funds equal to the excess of the amount of such honored drawing over
the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.08(d) shall be
deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set
forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such
Lender to make such Revolving Loans under this Section 2.08(d).
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(e)Lenders’
Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving
Commitment shall be deemed to have irrevocably purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation
in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to
the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that
the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.08(d), the Issuing Bank shall
promptly notify the Administrative Agent in writing, and the Administrative Agent shall promptly notify each Lender with a Revolving
Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such
Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to the Administrative
Agent, for the account of the Issuing Bank, an amount equal to the amount of its respective participation, in same day funds, at the
office of the Administrative Agent, not later than 12:00 noon (New York City time) on the first Business Day after the date notified
by the Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to the Administrative Agent on
such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.08(e),
the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily
used by Issuing Bank for the correction of errors among banks and thereafter at the applicable Overnight Rate. Nothing in this Section 2.08(e) shall
be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from the Issuing Bank any amounts made available
by such Lender to the Issuing Bank pursuant to this Section in the event that the payment with respect to a Letter of Credit in
respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank.
In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.08(e) for all or
any portion of any drawing honored by the Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which
has paid all amounts payable by it under this Section 2.08(e) with respect to such honored drawing such Lender’s
Pro Rata Share of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when
such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name in Section 9.01 or at such other address as such Lender may request.
(f)Obligations
Absolute. The obligations of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued by
the Issuing Bank and to repay any Revolving Loans made by Lenders pursuant to Section 2.08(d) and the obligations of
Lenders under Section 2.08(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the
terms hereof under all circumstances, including any of the following circumstances: (i) any lack of validity or enforceability of
any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any Lender may have
at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting),
the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the
transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its
Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under
any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; (iv) payment by the Issuing Bank under any Letter of Credit against presentation of a draft or other
document which does not comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or of any
other Loan Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; *provided*, that
with respect to the obligations of the Lenders under Section 2.08(e), the payment by the Issuing Bank under the applicable
Letter of Credit shall not have constituted (x) gross negligence, bad faith or willful misconduct or (y) willful or grossly
negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly
complying with the terms and conditions of a Letter of Credit, each as determined by a final, non-appealable judgment of a court of competent
jurisdiction.
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(g)Indemnification.
Without duplication of any obligations of the Borrower under Section 9.03, in addition to amounts payable as provided herein,
the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) actually
incurred by the Issuing Bank as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by the Issuing Bank,
other than as a result of the gross negligence, bad faith or willful misconduct of the Issuing Bank or material breach of its obligations
when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof as determined by
a final, non-appealable judgment of a court of competent jurisdiction or (ii) the failure of the Issuing Bank to honor a drawing
under any such Letter of Credit as a result of any act of a Governmental Authority. This Section 2.08(g) shall not
apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(h)Resignation
and Removal of the Issuing Bank. So long as there are other Issuing Banks or a replacement Issuing Bank reasonably acceptable to
the Borrower has been identified and has agreed to assume the obligations of the Issuing Bank, an Issuing Bank may resign as the Issuing
Bank upon sixty (60) days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; *provided* that
there shall be at least one Issuing Bank after giving effect to such resignation. In addition, the Borrower may appoint additional Issuing
Banks at any time upon notice to the Administrative Agent. An Issuing Bank may be replaced, or new Issuing Banks added, at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (*provided* that no consent of the replaced
Issuing Bank will be required if the replaced Issuing Bank has no Letter of Credit Usage with respect thereto outstanding) and the successor
or new Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank or appointment of
new Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation or appointment,
(i) any successor or new Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed
to refer to such successor or new Issuing Bank or to any previous Issuing Bank, or to such successor or new Issuing Bank and all previous
Issuing Banks, as the context shall require. After any replacement or resignation of an Issuing Bank hereunder, the replaced Issuing
Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement
or resignation, but shall not be required to issue additional Letters of Credit. In connection with the appointment of a successor or
additional Issuing Bank hereunder, the Borrower, the Administrative Agent and such additional Issuing Bank may enter into such amendments
to this Agreement and the other Loan Documents as the Borrower and the Administrative Agent shall reasonably agree, and without the consent
of any Lender or any other Person, to add such new or successor Issuing Bank as an Issuing Bank hereunder, including, without limitation,
to reflect there being more than one Issuing Bank hereunder and to reflect such new or successor Issuing Bank’s administrative
requirements.
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(i)So
long as any Lender is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, modify, extend, renew or increase any Letter
of Credit unless it is satisfied that the participations in any existing Letters of Credit as well as the new, amended, modified, extended,
renewed or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.26(a)(iii) and such Defaulting Lender shall not participate therein or, if not so reallocated, such Defaulting
Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.26(d).
(j)Conflict
with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict
or inconsistency between the terms of this Agreement and the terms of any Issuance Notice, letter of credit applications, reimbursement
agreements or similar agreements, the terms of this Agreement shall control. No such Issuance Notice, letter of credit applications,
reimbursement agreement or similar agreement shall contain any representations and warranties, covenants or events of default not set
forth in this Agreement and any representations and warranties, covenants and events of default shall be subject to the same qualifiers,
exceptions and exclusions as those set forth in this Agreement.
(k)If
the Maturity Date in respect of any Class of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then
(i) if one or more other Classes of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then
in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the
Revolving Lenders to purchase participations therein pursuant to Section 2.08(e) and to make Revolving Loans and payments
in respect thereof) pursuant to Section 2.08(d) under the Revolving Commitments of such non-terminating Classes up to
an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it
being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated
pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in an amount
equal to 105% of the face amount of the unallocated Letters of Credit. Commencing with the Maturity Date of any Class of Revolving
Commitments, if not previously determined, the sublimit for Letters of Credit shall be agreed upon by the Administrative Agent, the Issuing
Bank and the Borrower with respect to any Classes of which the Maturity Date shall not yet have occurred.
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(l)No
Issuing Bank shall be under any obligation to issue any Letter of Credit if:
(i)any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank
from issuing such Letter of Credit, or any Requirements of Law applicable to such Issuing Bank or any request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that
such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon
such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank
is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it;
(ii)the
issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;
(iii)except
as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than
$10,000;
(iv)such
Letter of Credit is to be denominated in a currency other than Dollars;
(v)such
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; and
(vi)any
Revolving Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation
of such Lender’s participations in any existing Letters of Credit pursuant to Section 2.26(a)(iii) or the delivery
of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing
Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.26(a)(iii)) with respect to such Lender
arising from either the Letter of Credit then proposed to be issued or such Letter of Credit as to which such Issuing Bank has actual
or potential Fronting Exposure, as it may elect in its sole discretion.
(m)No
Issuing Bank shall be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation
at such time to issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment thereto.
(n)The
parties hereto hereby agree that each Existing Letter of Credit shall, for all purposes of the Loan Documents, be deemed to be a Letter
of Credit issued on the Closing Date pursuant to this Agreement; *provided* that each such Existing Letter of Credit shall expire
in accordance with its own terms (subject to any renewal or extension in accordance with its terms).
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**Section 2.09***Type;
Interest Elections*.
(a)The
Loans initially shall be of the Class and Type specified in the Borrowing Request and, in the case of a SOFR Borrowing, shall have
an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert all or any portion of
any Borrowing (subject to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c) or Section 2.05(a)) to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest
Periods therefor, all as provided in this Section 2.09; *provided* that no such continuation or conversion shall be
made in a different currency than the subject Borrowing. The Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.
(b)To
make an election pursuant to this Section 2.09, the Borrower shall notify the Administrative Agent of such election in writing
by delivery (which may be by facsimile or email) of an Interest Election Request signed by the Borrower (i) in the case of an election
to convert to or continue Borrowings denominated in Dollars as a SOFR Borrowing, not later than 1:00 p.m., New York City time, three
(3) U.S. Government Securities Business Days before the date of the proposed conversion or continuation or (ii) in the case
of an election to convert to or continue as an ABR Borrowing, not later than 1:00 p.m., New York City time, one (1) Business Day
prior to the date of the proposed conversion or continuation; provided that, if such Interest Election Request is submitted through
an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Each
Interest Election Request delivered by facsimile or email shall be irrevocable upon confirmation of delivery.
(c)Each
Interest Election Request shall specify the following information in compliance with Section 2.02(c) or Section 2.05 (as applicable):
(i)the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)whether
the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and
(iv)if
the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which
shall be a period contemplated by the definition of the term “Interest Period”.
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If any such Interest Election
Request requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.
(d)Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.
(e)If
the Borrower fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period
applicable thereto, then at the end of such Interest Period such Borrowing shall be continued as a SOFR Borrowing with an Interest Period
of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative
Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing in Dollars may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing
in Dollars shall be converted to an ABR Borrowing at the end of the then current Interest Period applicable thereto.
**Section 2.10***Termination
or Reduction of Commitments*.
(a)The
Revolving Commitments in respect of any Class shall automatically terminate on the Revolving Commitment Termination Date for such
Class.
(b)The
Borrower may from time to time, upon written notice to the Administrative Agent, terminate or permanently reduce the Commitments of any
Class; *provided* that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior
to the date of termination or reduction (or such later time as shall be acceptable to the Administrative Agent) and (ii) any such
partial reduction shall be in an aggregate amount equal to the Prepayment Minimum or any whole multiple of the Prepayment Multiple in
excess thereof, and (iii) if, after giving effect to any reduction of the Commitments or the Swing Line Sublimit exceeds the amount
of the Revolving Facility, such sublimit shall be automatically reduced by the amount of such excess. Each such notice shall be irrevocable
and shall specify the termination or reduction date and the amount and Class of the Commitments to be terminated or reduced; *provided* that such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed
by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(c)In
the event that any revolving Refinancing Indebtedness with respect to any Class of Revolving Commitments becomes effective, the
Revolving Commitments in respect of such Class shall automatically terminate in an amount equal to the aggregate commitments in
respect of such Refinancing Indebtedness, such termination to be applied to the Revolving Commitments of such Class on a pro rata
basis.
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**Section 2.11***Repayment
of Loans; Evidence of Debt*.
(a)The
Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Initial Term Loan , if any, on the Term Loan Maturity Date and the then unpaid principal amount of each other Loan on
the applicable Maturity Date for such Loan. The Borrower shall pay to the Administrative Agent, for the account of the Lenders, in equal
quarterly installments in an amount equal to the percentage of the original principal amount of the Initial Term Loans set forth below.
(as adjusted from time to time pursuant to Section 2.12, Section 2.13(e), Section 2.23, Section 2.24, Section 2.25 and Section 9.04(g)), commencing with the first full Fiscal Quarter following the Closing Date,
with payments due on the last Business Day of March, June, September and December of each year (each such date, the “Repayment
Date”) and together with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.
| Fiscal Quarter End | Percent of Initial Principal Amount of Initial Term Loans |
| --- | --- |
| September 30, 2024 through and including June 30, 2025 | 2.50% |
| September 30, 2025 through and including June 30, 2026 | 5.00% |
| September 30, 2026 through and including June 30, 2027 | 5.00% |
| September 30, 2027 through and including June 30, 2028 | 7.50% |
September 30, 2028 and thereafter
10.00%
(b)In
the event that any Incremental Term Loans are made on an Increased Amount Date, the Borrower shall repay such Incremental Term Loans
on the dates and in the amounts set forth in the applicable Incremental Assumption Agreement. The Borrower shall repay any Extended Term
Loans and any Refinancing Term Loans on the dates and in the amounts specified in the applicable Extension Offer or Refinancing Amendment,
as the case may be.
(c)Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.
(d)The
Administrative Agent shall maintain the Register in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.
(e)The
entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.11 shall be prima facie evidence of the existence and amounts of the obligations recorded therein (absent manifest error); *provided* that
the failure of any Lender or the Administrative Agent to maintain such accounts or any manifest error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict
between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence
of manifest error.
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(f)Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender and in substantially the form of Exhibit E hereto. Thereafter, the
Loans evidenced by such promissory note and interest thereon shall at all times while held by such Lender (unless such Lender notifies
the Borrower otherwise and the applicable promissory note is cancelled) be represented by one or more promissory notes in such form payable
to the payee named therein.
**Section 2.12***Optional
Prepayment of Loans*.
(a)Upon
prior notice in accordance with paragraph (b) of this Section 2.12, a Borrower shall have the right at any
time and from time to time to prepay any Borrowing, without premium or penalty in whole or in part (but subject to Section 2.18).
Prepayments shall be in an aggregate minimum amount of the Prepayment Minimum and integral multiples of the Prepayment Multiple in excess
of that amount.
(b)The
Borrower shall notify the Administrative Agent in writing (which may be by facsimile, electronic mail or submitted through an Approved
Borrower Portal) in the form of an Optional Prepayment Notice of any prepayment hereunder (i) in the case of prepayment of a Term
Benchmark Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of prepayment, (ii) in
the case of prepayment of an RFR Revolving Borrowing denominated in Sterling, not later than 11:00 a.m., New York City time or (iii) in
the case of prepayment of an ABR Borrowing, not later than 10:00 noon, New York City time, on the date of such prepayment, which shall
be a Business Day. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing
or portion thereof to be prepaid; *provided* that an Optional Prepayment Notice delivered by the Borrower may state that such notice
is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by
notice, in writing, to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly
following receipt of any such notice relating to a prepayment, the Administrative Agent shall advise the Lenders of the contents thereof.
Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as
provided in Section 2.02 or Section 2.05. Each prepayment made pursuant to this Section 2.12 shall
be applied to the Class or Classes of Loans (and to scheduled payments thereof) as directed by the Borrower; *provided* that
(i) any optional prepayment of any Class of Loans shall be applied first to ABR Loans to the full extent thereof before application
to any Term Benchmark Loans in a manner that minimizes the amount of payments to be made by the Borrower pursuant to Section 2.18,
and (ii) so long as any Initial Term Loans of any Class remain outstanding, each prepayment of Term Loans of any Class shall
be accompanied by at least a pro rata prepayment of Initial Term Loans.
**Section 2.13***Mandatory
Prepayments.*
(a)(i) If
for any reason the aggregate Revolving Exposure exceeds an amount equal to the Revolving Commitments then in effect, the Borrower shall
immediately prepay Revolving Loans in an aggregate amount equal to such excess and (ii) if Holdings, the Borrower or any Restricted
Subsidiary incurs or issues any Indebtedness that constitutes Credit Agreement Refinancing Indebtedness in respect of Revolving Loans
or Revolving Commitments, the Borrower shall prepay an aggregate principal amount of the applicable Class or tranche of Revolving
Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt
of such Net Proceeds, such prepayment to be accompanied by a corresponding commitment reduction in the applicable Class or tranche
of Revolving Commitments.
85
(b)[reserved].
(c)(i)Not
later than the fifth Business Day following the receipt by Holdings, the Borrower or any Restricted Subsidiary of Net Proceeds in respect
of any Asset Sale, the Borrower shall apply an amount equal to 100% of the Net Proceeds received with respect thereto to prepay outstanding
Loans in accordance with Section 2.13(e); *provided* that if at the time that any such prepayment would be required,
Holdings, the Borrower or any Restricted Subsidiary is required to offer to repurchase Permitted First Priority Refinancing Debt or any
other Indebtedness secured on a *pari passu* basis (or, in each case, any Permitted Refinancing thereof that is secured on a *pari
passu* basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with Net Proceeds (such
Permitted First Priority Refinancing Debt or other Indebtedness (or Permitted Refinancing thereof) required to be offered to be so repurchased,
“Other Applicable Indebtedness”), then Holdings, the Borrower or such Restricted Subsidiary may apply such Net Proceeds
on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness
at such time; *provided* that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the
amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining
amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans
and to the repurchase or prepayment of the Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise
been required pursuant to this Section 2.13(c)(i) shall be reduced accordingly; *provided*, *further*, that
to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the declined amount shall
promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in
accordance with the terms hereof.
(ii)Not
later than the fifth Business Day following the receipt of Net Insurance/Condemnation Proceeds by Holdings, the Borrower or any Restricted
Subsidiary in excess of $10,000,000 arising from any event or series of related events, the Borrower shall apply an amount equal to 100%
of such excess Net Insurance/Condemnation Proceeds to prepay outstanding Loans in accordance with Section 2.13(e); *provided* that if at the time that any such prepayment would be required, Holdings, the Borrower or such Restricted Subsidiary is required
to offer to repurchase Other Applicable Indebtedness pursuant to the terms of the documentation governing such Indebtedness with Net
Insurance/Condemnation Proceeds, then Holdings, the Borrower or such Restricted Subsidiary may apply such excess Net Insurance/Condemnation
Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable
Indebtedness at such time; *provided* that the portion of such excess Net Insurance/Condemnation Proceeds allocated to the Other
Applicable Indebtedness shall not exceed the amount of such excess Net Insurance/Condemnation Proceeds required to be allocated to the
Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such excess Net Insurance/Condemnation
Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or
prepayment of the Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required
pursuant to this Section 2.13(c)(ii) shall be reduced accordingly; *provided*, *further* that to the extent
the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the declined amount shall promptly (and
in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the
terms hereof.
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(d)In
the event that Holdings, the Borrower or any Restricted Subsidiary shall receive Net Proceeds from the issuance or incurrence of Indebtedness
for borrowed money of Holdings, the Borrower or any Restricted Subsidiary (other than any Cash proceeds from the issuance of Indebtedness
for borrowed money permitted pursuant to Section 6.02 (other than Credit Agreement Refinancing Indebtedness incurred to refinance
the Term Loans) or permitted by the Required Lenders pursuant to Section 9.02), the Borrower shall, substantially simultaneously
with (and in any event not later than the fifth Business Day next following or, in the case of Credit Agreement Refinancing Indebtedness,
on the date of, it being understood in such instance, that such payment may be made at any hour on such date) the receipt of such Net
Proceeds by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay outstanding Loans
in accordance with Section 2.13(e).
(e)(i)All
amounts required to be paid pursuant to this Section 2.13 shall be applied as follows: (A) with respect to all amounts
paid pursuant to Section 2.13(a), (1) first to Swing Line Loans and (2) second to Revolving Loans
and (3) third, to Cash Collateralize outstanding Letters of Credit, in each case together with all accrued and unpaid interest
and fees then due and payable with respect thereto and (B) with respect to all amounts paid pursuant to Section 2.13(b), (c) or (d), (1) first to the Term Loans and (2) second to (x) the Swing Line Loans (without
a corresponding reduction in the Swing Line Loan Commitments) and (y) then to Revolving Loans (without a corresponding reduction
in the Revolving Commitments), in each case together with all accrued and unpaid interest and fees then due and payable with respect
thereto.
(ii)Except
as may otherwise be set forth in any amendment contemplated by Section 2.25(c), any Extension Offer, Refinancing Amendment
or any Incremental Assumption Agreement, each prepayment of Term Loans pursuant to this Section 2.13 shall be allocated to
each Class of Term Loans pro rata according to the aggregate principal amount of the outstanding Term Loans of such Class, unless
a lesser allocation is specified in the applicable Extension Offer, Incremental Assumption Agreement or Refinancing Amendment, and
shall be applied to scheduled payments of each Class of Term Loans first, in direct order to the next eight Scheduled Loan
Repayments following such prepayment, second, on a pro rata basis among the remaining Scheduled Loan Repayments to be made on
each other Repayment Date (other than on the Term Loan Maturity Date) and third, to the remaining Scheduled Loan Repayments to
be made on the Term Loan Maturity Date; *provided* that any prepayment of Term Loans pursuant to Section 2.13(d) with
Credit Agreement Refinancing Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayments of Revolving Loans
pursuant to this Section 2.13 shall be applied first, on a pro rata basis among any outstanding Revolving Loans and second, to any other fees then due and owing by the Borrower.
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(f)Borrower
shall (except for any prepayment pursuant to Section 2.13(a) which notice shall be provided simultaneously with such
prepayment and is not subject to any other provisions of this Section 2.13(f)) provide Administrative Agent with written
notice of any prepayment pursuant to this Section 2.13 not later than 12:00 pm, New York City time, three (3) Business
Days before the date of any such prepayment and Administrative Agent shall promptly provide each Lender notice of each such prepayment.
Each Lender may elect, by written notice to the Administrative Agent not later than 12:00 noon, New York city time, two (2) Business
Days prior to the applicable prepayment date of any Loans required to be made by the Borrower pursuant to this Section 2.13,
to decline all (but not a portion) of its Pro Rata Share of or other applicable share of such prepayment (such declined amounts, the
“Declined Proceeds”) (any Lender that fails to provide such written notice as set forth above shall be deemed to have
accepted such mandatory prepayment); *provided* that, no Lender may reject any prepayment made with proceeds of Credit Agreement
Refinancing Indebtedness and each such prepayment shall first, be applied to pay any costs pursuant to Section 2.18 that
may result from the reallocation of ABR Term Loans and Term Benchmark Loans of such Class among Lenders in connection with such
rejection and second, shall be paid to the other Lenders of such Class in accordance with their respective Pro Rata Share, subject
to this Section 2.13(f) and with respect to such mandatory prepayment, the amount of such mandatory prepayment shall
be applied on a pro rata basis to the then outstanding Loans of such Class being prepaid irrespective of whether such outstanding
Loans are ABR Term Loans or Term Benchmark Loans; *provided* that if no Lenders of a given Class exercise their right to waive
a given mandatory prepayment, the amount thereof shall be applied first to ABR Term Loans of such Class to the full extent thereof
before application to Term Benchmark Loans of such Class in a manner that minimizes the amount of any payments required to be made
by the Borrower pursuant to Section 2.18. Thereafter, the remaining Declined Proceeds shall be (i) first, so
long as any Initial Term Loans remain outstanding, offered by the Administrative Agent to Term Lenders who had not declined such proceeds
to prepay any outstanding Initial Term Loans of such Term Lenders and such Term Lenders may by written notice to the Administrative Agent
not later than 3:00 p.m., New York city time, one (1) Business Day prior to such prepayment date, decline such proceeds (provided,
that any such Term Lender that fails to so notify the Administrative Agent as set forth above shall be deemed to have accepted such proceeds)
and (ii) second, to the extent any Declined Proceeds remain, retained by the Borrower.
(g)The
Borrower shall deliver to the Administrative Agent, at the time of the notice required pursuant to Section 2.13(f) for
each such prepayment required under this Section 2.13, a certificate signed by a Financial Officer of the Borrower setting
forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date,
the Type and Class of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Prepayments
shall be accompanied by accrued interest as required by Section 2.15. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.18, but shall otherwise be without premium or penalty.
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(h)Notwithstanding
anything to the contrary in this Agreement, all prepayments otherwise required under this Section 2.13 attributable to Foreign
Subsidiaries of Holdings are subject to permissibility under local law (*e.g.*, financial assistance, corporate benefit, restrictions
on up-streaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and shall not
be required to be paid until such time as such Subsidiary may upstream or transfer such amount to a Loan Party. Further, if the Borrower,
Holdings and its Subsidiaries would incur a material Tax liability, if all or a portion of the funds required to make a mandatory prepayment
were up-streamed or transferred as a distribution or dividend by a Foreign Subsidiary to a Loan Party (a “Restricted Amount”),
the amount the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount until such time as it may upstream
or transfer such Restricted Amount without incurring such Tax liability. Holdings shall use, and shall cause its Subsidiaries to use,
from time to time, commercially reasonable efforts to minimize or eliminate the amount of mandatory prepayments that are or would be
restricted by this Section 2.13(h).
**Section 2.14***Fees*.
(a)The
Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for its own account, the agency fees required to be paid to
the Administrative Agent, payable in the amounts and at the times specified in the Administrative Agent Fee Letter.
(b)The
Borrower agrees to pay, or cause to be paid, to the Administrative Agent for the account of each applicable Lender, in arrears:
(i)commitment
fees in Dollars equal to (A) the daily difference between (1) the Revolving Commitments (other than the Revolving Commitments
of a Defaulting Lender for so long as such Lender is a Defaulting Lender) and (2) the aggregate principal amount of all outstanding
Revolving Loans (excluding Swing Line Loans), *times* (B) the applicable Revolving Facility Commitment Fee; and
(ii)letter
of credit fees in Dollars equal to (A) the Applicable Margin for Revolving Loans that are Term Benchmark Loans, *times* (B) the
aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing
could then be met and determined as of the close of business on any date of determination).
All fees referred to in this Section 2.14(b) shall be paid to the Administrative Agent by wire transfer in immediately available funds to the account
set forth by the Administrative Agent in writing to the Borrower from time to time, and the Administrative Agent shall promptly distribute
to each Class of Lenders the fees due in respect of the Commitments of such Class by distributing to each Lender its Pro Rata
Share of the distribution due to such Lender’s Class.
(c)The
Borrower agrees to pay, or cause to be paid, directly to the Issuing Bank, for its own account, the following fees in Dollars:
(i)a
fronting fee, payable in advance, equal to 0.125% *per annum*, or such lesser amount as the Issuing Bank shall agree, times the
daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination);
and
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(ii)such
documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing
Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the
case may be.
(d)All
fees referred to in Section 2.14(a) and Section 2.14(b) shall be calculated on the basis of a 360-day
year and the actual number of days elapsed and shall be payable quarterly in arrears. The fees referred to in Section 2.14(b)(i) shall
be due and payable on the date that is 15 days after each Fiscal Quarter of each year during the Revolving Commitment Period, commencing
on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date. Letter of Credit fees payable
pursuant to Section 2.14(c) shall be paid on the fifth Business Day after the end of each Fiscal Quarter and on the
Revolving Commitment Termination Date.
**Section 2.15***Interest.*
(a)The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate *plus* the Applicable Margin.
(b)(i) The
Term Loans comprising each Term Benchmark Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing *plus* the Applicable Margin and
(ii)the
Revolving Loans comprising each Term Benchmark Borrowing shall bear interest at Term SOFR or EURIBOR Rate, as applicable for the Interest
Period in effect for such Borrowing *plus* the Applicable Margin.
(c)Each
RFR Loan shall bear interest at a rate per annum equal to SONIA *plus* the Applicable Margin.
(d)All
overdue amounts shall bear interest, from and after the date of such event (after giving effect to any applicable grace periods), at
a rate per annum equal to (i) in the case of overdue principal or interest on any Loan, 2.00% *plus* the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section 2.15 or (ii) in the case of any other outstanding
amounts, 2.00% *plus* the non-defaulting rate applicable to ABR Loans with respect to Revolving Loans as provided in paragraph (a) of
this Section, in each case, to the fullest extent permitted by law.
(e)Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; *provided* that (i) interest
accrued pursuant to paragraph (d) of this Section 2.15 shall be payable on demand, (ii) in the event
of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of
such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark 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.
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(f)All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366
days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). The applicable Alternate Base Rate, or Term SOFR, EURIBOR Rate or SONIA shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.
**Section 2.16***Benchmark
Replacement Setting*.
(a)Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower
so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising
the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.16(a)(i) will
occur prior to the applicable Benchmark Transition Start Date. No Hedge Agreement or Banking Services Agreement shall constitute a “Loan
Document” for purposes of this Section 2.16.
(b)Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement,
the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action
or consent of any other party to this Agreement or any other Loan Document.
(c)Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement
of any tenor of a Benchmark pursuant to Section 2.16(d) and (y) the commencement of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group
of Lenders) pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of
the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from
any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.16.
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(d)Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference
Rate) and either (A) 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 (B) 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 not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a
screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an
announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative
Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings
at or after such time to reinstate such previously removed tenor.
(e)Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the
Borrower may revoke any pending request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be
made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) for Loans denominated in Dollars,
the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) for
Loans denominated in another Approved Currency, any such request shall be ineffective, (ii)(A) any outstanding affected Term Benchmark
Loans denominated in Dollars will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period and (B) any
outstanding affected Term Benchmark Loans denominated in another Approved Currency shall, at the end of the applicable Interest Period,
bear interest at the Central Bank Rate for the applicable Approved Currency plus the CBR Spread; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Approved Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any such Approved Currency shall,
at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose
of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any such Approved Currency
shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to
Term Benchmark Loans denominated in Dollars at such time and (iii) any RFR Loan shall bear interest at the Central Bank Rate for
Sterling plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding
absent manifest error) that the Central Bank Rate for Sterling cannot be determined, any outstanding affected RFR Loans, at the Borrower’s
election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Sterling)
immediately or (B) be prepaid in full immediately. During a Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such
tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.
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**Section 2.17***Increased
Costs.*
(a)If
any Change in Law shall:
(i)impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in Term SOFR or EURIBOR
Rate);
(ii)subject
any recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or
(iii)impose
on any Lender or any applicable interbank market for the applicable Approved Currency any other condition, cost or expense (other than
Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall
be to increase the cost to such Lender of making, maintaining, continuing, or converting to any Loan or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then, following delivery of the certificate
contemplated by paragraph (c) of this Section 2.17, the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction, to the extent such compensation is
sought from similarly situated borrowers; *provided*, *however*, that the Borrower shall not be liable for such compensation
if (i) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party hereto, or (ii) the Lender
invokes Section 2.22.
(b)If
any Lender reasonably determines in good faith that any Change in Law regarding capital requirements or liquidity requirements has or
would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies
and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time following
delivery of the certificate contemplated by paragraph (c) of this Section 2.17 the Borrower will pay to
such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction
suffered, to the extent such compensation is sought from similarly situated borrowers.
(c)A
certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such
amount or amounts was determined 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 thirty days after receipt thereof.
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(d)Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; *provided* that no Borrower shall be required to compensate a Lender pursuant to this Section for
any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; *provided*, *further* that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.
**Section 2.18***Break
Funding Payments*. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last day
of an Interest Period applicable thereto (including with respect to the replacement of any Lender as provided in Section 2.21(b) (other
than a Defaulting Lender) or as a result of an Event of Default but except as provided in Section 2.22), (b) the conversion
of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment
of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.21, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event (other than loss of profit). A certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section and the basis therefor and setting forth in reasonable detail the manner in which
such amount or amounts was determined 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 thirty days after receipt thereof.
**Section 2.19***Taxes*.
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without
deduction or withholding for any Taxes, unless required under applicable law. If any applicable law (as determined in the good faith
discretion of an applicable Loan Party) requires the deduction or withholding of any Tax from any such payment by a Loan Party, then
the applicable Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable
by such Loan Party shall be increased as necessary so that after any such deductions or withholding (including any deductions or withholding
applicable to additional sums payable under this Section 2.19(a)) the Administrative Agent or Lender (as applicable) receives
an amount equal to the sum it would have received had no such deductions or withholding been made.
(b)In
addition, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option
of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.
(c)Each
Loan Party shall indemnify each Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of
any Indemnified Taxes paid by such Agent or such Lender, as applicable, on or with respect to any payment by or on account of any obligation
of such Loan Party hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19(c))
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.
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(d)As
soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.19,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.
(e)Each
Lender and Agent shall deliver to the Borrower and to the Administrative Agent (or in the case of the Administrative Agent, to deliver
to the Borrower), at the time or times prescribed by applicable law, and otherwise whenever reasonably requested by the Borrower or the
Administrative Agent, (A) copies of such properly completed and duly executed documentation prescribed by applicable laws as will
permit the Borrower or the Administrative Agent, as the case may be, to establish such Lender’s entitlement to any available exemption
from, or reduction of, applicable Taxes, and (B) copies of such other documentation and reasonably requested information as will
permit the Borrower or the Administrative Agent, as the case may be, to determine, if applicable, the required rate of withholding or
deduction for any applicable Taxes and any required information reporting requirements, in each case, in respect of any payments to be
made to such Lender pursuant to any Loan Document.
Without limiting the generality
of the foregoing, each Lender and Agent shall, to the extent it is legally entitled to do so, deliver to Borrower and to the Administrative
Agent (in such number of copies as shall be requested by the Borrower and the Administrative Agent) on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request by the Borrower or the
Administrative Agent), whichever of the following is applicable:
(i)duly
completed copies of Internal Revenue Service Form W-9,
(ii)duly
completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E,
(iii)duly
completed copies of Internal Revenue Service Form W-8ECI,
(iv)in
the case of a Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal
income tax purposes (each, a “Foreign Lender”) claiming the benefits of the exemption for portfolio interest under
section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit L-1 to the
effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal
Revenue Code, (B) a “10-percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the
Internal Revenue Code or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the
Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) duly completed copies of Internal Revenue
Service Form W-8BEN or W-8BEN-E,
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(v)to
the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by
Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit L-2 or Exhibit L-3, Internal Revenue Service Form W-9, and/or
other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one
or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide
a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner,
or
(vi)any
other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made.
If a payment made to a Lender
under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with
the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as
applicable), such Lender shall deliver to the relevant Loan Party and the Administrative Agent, at the time or times prescribed by law
and at such time or times reasonably requested by a Loan Party or the Administrative Agent, such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by a Loan Party or the Administrative Agent as may be necessary for a Loan Party and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments
made to FATCA after the date of this Agreement.
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.
(f)If
the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant
to this Section 2.19 or Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent
of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.19, with respect to the Taxes
giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); *provided* that such
Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (*plus* any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender
in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay
any amount to such Loan Party pursuant to this paragraph (f) the payment of which would place the Administrative Agent
or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification
payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any Agent
or Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to a Loan Party
or any other Person.
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(g)Each
Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent
that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation
of each Loan Party to do so) and for any Excluded Taxes, in each case attributable to such Lender that are paid or payable by the Administrative
Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.19(g) shall
be paid within ten (10) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of
Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest
error.
**Section 2.20***Payments
Generally; Allocation of Proceeds; Sharing of Set-offs*.
(a)Unless
otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees,
or of amounts payable under Section 2.17, Section 2.18 or Section 2.19, or otherwise) prior to 3:30
p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received
after such time on any date may, in the case of any payment accruing interest, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made
by wire transfer in immediately available funds to the Administrative Agent to the applicable account designated to the Borrower by the
Administrative Agent in writing from time to time, except that payments pursuant to Section 2.17, Section 2.18 and Section 2.19 may at the Borrower’s election be made directly to the Persons entitled thereto. The Administrative
Agent shall distribute any such payments received by it, except as otherwise provided, for the account of any other Person to the appropriate
recipient promptly following receipt thereof. Unless otherwise specified, if any payment hereunder shall be due on a day that is not
a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. Any payment
required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative
Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating
procedures of the clearing or settlement system used by the Administrative Agent to make such payment.
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(b)All
proceeds of Collateral received by the Agents after an Event of Default has occurred and is continuing and all or any portion of the
Loans shall have been accelerated hereunder pursuant to Article 7, shall upon election by the Agents or at the direction
of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agents, second, ratably, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay interest
due and payable in respect of the Loans and any other Secured Obligations, ratably, fourth, to (i) payment of that portion
of the Obligations constituting unpaid principal of the Loans and (ii) payment of breakage, termination and other amounts then due
and owing in respect of any Secured Hedging Obligations and Secured Banking Services Obligations, ratably, fifth, to the payment
of any other Secured Obligation due to the Agents or any other Secured Party, sixth, to Cash Collateralize outstanding Letters
of Credit and seventh, after payment in full in cash of the amounts specified in clauses first through sixth, to the Borrower
or as the Borrower shall direct. Excluded Swap Obligations with respect to any Loan Guarantor shall not be paid with amounts received
from such Loan Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to
preserve the allocation to Secured Obligations otherwise set forth above in this Section.
(c)If
any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest
on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued
interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for
Cash at face value) participations in the Loans of other Lenders at such time outstanding to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest
on their respective Loans; *provided* that (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower
pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment
of or sale of a participation in any of its Loans to any assignee or participant. The Borrower consents to the foregoing and agrees,
to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing 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.
(d)Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may (but shall have no obligation to), in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders
severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon,
for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative
Agent, at the applicable Overnight Rate.
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(e)If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.03(a), Section 2.06(d), Section 2.07(b), Section 2.08(d), Section 2.08(e), Section 2.20(a) or Section 9.03(c),
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.
**Section 2.21***Mitigation
Obligations; Replacement of Lenders*.
(a)If
any Lender requests compensation under Section 2.17 or such Lender determines it can no longer make or maintain Term Benchmark
Loans pursuant to Section 2.22, or if the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts to designate
a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of
its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.17 or Section 2.19, 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 Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.
(b)If
(i) any Lender requests compensation under Section 2.17 or such Lender determines it can no longer make or maintain
Term Benchmark Loans pursuant to Section 2.22, (ii) the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to Section 2.19 or (iii) any Lender becomes a Defaulting
Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate
the relevant Commitment of such Lender or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender
shall be obligated to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement (other than its existing rights to payments pursuant to Section 2.17 or Section 2.19) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment); *provided* that (A) in the case of a replacement, the Borrower shall have received the prior written consent
of the Administrative Agent to the extent required under Section 9.04, (B) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from (x) in the case of a replacement, the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts) or (y) in the case of a termination, the Borrower and (C) in the
case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant
to Section 2.19, such assignment will result in a reduction in such compensation or payments. Each Lender agrees that if
it is replaced pursuant to this Section 2.21, it shall execute and deliver to the Administrative Agent an Assignment and
Assumption to evidence such sale and purchase and shall deliver to the Borrower any promissory note (if the assigning Lender’s
Loans are evidenced by promissory notes) subject to such Assignment and Assumption; *provided* that the failure of any Lender replaced
pursuant to this Section 2.21 to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding
assignment) invalid. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower,
the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against the Defaulting Lender.
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**Section 2.22***Illegality*.
If any Lender reasonably determines in good faith that any Change in Law has made it unlawful, or that any Governmental Authority has
asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any Term Benchmark
Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make
or continue Term Benchmark Loans or to convert ABR Borrowings to Term Benchmark Borrowings shall be suspended until such Lender notifies
the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), convert all (x) Borrowings of
such Lender to ABR Borrowings and (y) convert each Borrowings of such Lender denominated in a Designated Foreign Currency to an
ABR Borrowing denominated in Dollars (with the conversion thereof from such Designated Foreign Currency to Dollars to be determined at
the Spot Rate), in each case, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall
not be required to make payments pursuant to Section 2.18 in connection with such payment). Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending
office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be disadvantageous
to it.
**Section 2.23***Incremental
Commitments*.
(a)The
Borrower may, by written notice to the Administrative Agent (signed by a Responsible Officer of the Borrower) from time to time, request
(i) prior to the Latest Maturity Date of any Revolving Facility, one or more increases to any existing Revolving Commitments (any
such increase, the “Incremental Revolving Commitments”) and/or (ii) the establishment of one or more new term
loan commitments (the “Incremental Term Commitments”), in each case, in an aggregate amount not to exceed the Maximum
Incremental Amount from one or more Incremental Term Lenders or Incremental Revolving Lenders (which may include any existing Lender)
willing to provide such Incremental Loans in their own discretion; *provided* that if any Incremental Revolving Lender party to
an Incremental Revolving Commitment which increases the existing Revolving Commitment is not an existing Lender, such Incremental Revolving
Commitment shall be subject to the written consent of the Swing Line Lender and each of the Issuing Banks (such consent not to be unreasonably
withheld, conditioned or delayed). Such notice shall set forth (1) the amount of the Incremental Term Commitments and Incremental
Revolving Commitments being requested (which shall be in an aggregate amount of not less than the Borrowing Minimum (or such lesser amount
which shall be approved by the Administrative Agent or such lesser amount if such amount represents all remaining availability under
the limit set forth above) and in integral multiples of the Borrowing Multiple in excess thereof) and (2) the date on which such
Incremental Commitments are requested to become effective (the “Increased Amount Date”).
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(b)The
Borrower and each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall execute and deliver to the Administrative
Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence
the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable
Incremental Loans; *provided* that (i) the Other Term Loans shall rank *pari passu* or junior in right of payment and *pari passu* or junior in right of security with the Initial Term Loans and the Other Term Loans shall have, except as to margin,
pricing, amortization, maturity date and fees, the same terms as the Initial Term Loans, or such other terms as shall be reasonably satisfactory
to the Administrative Agent (it being agreed that any changes in the terms applicable only after the Latest Maturity Date are satisfactory
and to the extent that any financial maintenance covenant is added for the benefit of any Other Term Loans, no consent shall be required
from the Administrative Agent or any of the Lenders for such covenant to the extent that such financial maintenance covenant is also
added for the benefit of each then-existing Class of Term Loans), (ii) the Incremental Revolving Loans shall be on terms identical
to the Initial Revolving Loans (*provided* that the Applicable Margin for the Initial Revolving Loans may be increased to be the
same as the Applicable Margin for the Incremental Revolving Loans) and shall rank *pari passu* or junior in right of payment and *pari passu* or junior in right of security with the Initial Revolving Loans, (iii) the final maturity date of any Other Term
Loans shall be no earlier than the Latest Maturity Date with respect to the Term Loans, (iv) the terms applicable to each Class of
Other Term Loans shall not require any prepayment thereof in excess of the Pro Rata Share of such Class relative to all other Classes
of Term Loans (including the Initial Term Loans and all Other Term Loans prior to the Latest Maturity Date) (but may specify that such
Other Term Loans shall participate in prepayments at less than the Pro Rata Share of such Class relative to the other Classes of
Term Loans), (v) the Weighted Average Life to Maturity of any Other Term Loans shall be no shorter than the remaining Weighted Average
Life to Maturity of the Initial Term Loans, (vi) all Incremental Term Commitments shall be denominated in Dollars and all Incremental
Revolving Commitments shall be denominated in an Approved Currency, (vii) subject to Section 1.07(g), both before and
after giving effect to such Incremental Commitments and the Loans to be made thereunder, no Event of Default shall be existing and be
continuing or result therefrom and, except as otherwise provided in the applicable Incremental Assumption Agreement, the representations
and warranties contained in the Loan Documents shall be accurate in all material respects; *provided* that (x) any representation
and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true
and correct in all respects (after giving effect to any such qualification therein) and (y) in the case of any Incremental Commitments
established to finance a Limited Condition Acquisition, the only representations and warranties the accuracy of which shall be a condition
to the effectiveness of such Incremental Commitments are such “specified representations” and “specified acquired company
representations” as specified in the applicable Incremental Assumption Agreement, (viii) if secured on a *pari passu* or
junior basis, such Other Term Loans shall not be secured by any assets other than the Collateral or assets that become Collateral in
connection therewith and shall be subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable,
and (ix) the Other Term Loans may not be guaranteed by any Person other than the Loan Parties or entities that become Loan Parties
in connection therewith.
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(c)If,
for any Incremental Term Loan that is secured on a *pari passu* basis with the Initial Term Loans, the Applicable Margin (which
shall be deemed to (i) include for purposes of this sentence only, all upfront or similar fees or original issue discount based
on a four year average life or, if less, the remaining life to maturity payable to all Lenders providing such Loans, as applicable but
(ii) exclude any arrangement, commitment, structuring and underwriting fees and any amendment fees payable to the Lenders or their
Affiliates or any Incremental Lenders or their Affiliates) relating to such Incremental Term Commitment exceeds the Applicable Margin
relating to the Initial Term Loans immediately prior to the effectiveness of the applicable Incremental Assumption Agreement by more
than 0.50%, the Applicable Margin relating to the Initial Term Loans shall be adjusted to be equal to the Applicable Margin relating
to such Incremental Term Commitment *minus* 0.50.
(d)Each
of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended
to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby
as provided for in Section 9.02(g). Any such deemed amendment may be memorialized in writing by the Administrative Agent
and the Borrower and furnished to the other parties hereto.
(e)Notwithstanding
the foregoing, no Incremental Commitment shall become effective under this Section 2.23 unless the Administrative Agent shall
have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the
relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, consistent with those delivered
on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change
in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and such additional customary
documents and filings (including amendments to the Mortgages and other Collateral Documents, if necessary) as the Administrative Agent
may reasonably require to assure that the Incremental Loans are secured by the Collateral ratably with the existing Loans; *provided* that any such documentation, including amendments to any Mortgages and other Collateral Documents may, if agreed to by the Administrative
Agent and the Incremental Term Lender or Incremental Revolving Lender providing such Incremental Commitment, be delivered on a “post-closing”
basis.
(f)Each
of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure
that (i) all Incremental Loans (other than Other Term Loans) in the form of additional Loans, when originally made, are included
in each Borrowing of outstanding Loans on a *pro rata* basis. The Borrower agrees that Section 2.18 shall apply to any
conversion of Term Benchmark Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. If any Incremental
Loan is to be allocated to an existing Interest Period for a Term Benchmark Loan, then the interest rate thereon for such Interest Period
and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement. In addition, to
the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a) required
to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental
Term Loans.
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(g)Any
Incremental Term Loans effected through the establishment of one or more new Term Loans made on an Increased Amount Date shall be designated
a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any Incremental
Term Commitments of any Class are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental
Term Lender of such Class shall make a Loan to the Borrower (an “Other Term Loan”) in an amount equal to its
Incremental Term Commitment of such Class (it being understood that any Incremental Term Commitment may provide for delayed draw
loans to be made at a later date) and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with
respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto.
Notwithstanding the foregoing, Incremental Term Loans may, subject to clause (h) below, have identical terms to
the Initial Term Loans and be treated as the same Class as the Initial Term Loans and Incremental Revolving Loans and Incremental
Revolving Commitments shall have identical terms to the Initial Revolving Loans and Initial Revolving Commitments and be treated as the
same Class as the Initial Revolving Loans and Initial Revolving Commitments.
(h)Each
Incremental Assumption Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provision of
this Section 2.23. This Section 2.23 shall supersede any provisions of Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.
(i)Incremental
Loans may be provided by any existing Lender (it being understood each existing Lender shall have no obligation to participate in any
Incremental Facility and no such Lender shall have a right of first offer to participate thereunder), or by any other lender (any such
other lender being called an “Additional Incremental Lender”); *provided* that the Administrative Agent and each
Issuing Bank shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s
providing such Incremental Facilities if such consent would be required under Section 9.04(b) for an assignment of Loans
to such Additional Incremental Lender.
**Section 2.24***Refinancing
Amendments*.
(a)At
any time after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or investor (any such
other bank, financial institution or investor being called an “Additional Lender”), Credit Agreement Refinancing Indebtedness
in respect of all or any portion of the Term Loans or Revolving Loans (or unused Commitments) then outstanding under this Agreement (which
for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans, Refinancing Revolving
Loans, Incremental Term Loans, Incremental Revolving Loans and/or Incremental Commitments, as applicable), in the form of Refinancing
Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Commitments pursuant to a Refinancing
Amendment; *provided* that (i) such Credit Agreement Refinancing Indebtedness will rank *pari passu* or junior in right
of payment and *pari passu* or junior in right of security with the Refinanced Debt and will be subject to a First Lien Intercreditor
Agreement or Junior Lien Intercreditor Agreement, as applicable, and (ii) the terms applicable to each Class of Credit Agreement
Refinancing Indebtedness shall not require any prepayment thereof (or commitment reduction in respect thereof) in excess of the Pro Rata
Share of such Class relative to all other applicable Classes of Loans and Commitments (including the Initial Term Loans and all
Other Term Loans prior to the Latest Maturity Date) (but may specify that such Credit Agreement Refinancing Indebtedness shall participate
in prepayments or commitment reductions at less than the Pro Rata Share of such Class relative to the other applicable Classes of
Loans and Commitments).
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The effectiveness of any Refinancing
Amendment shall be subject to the following: the satisfaction on the date thereof of each of the conditions set forth in the Refinancing
Amendment and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of customary legal
opinions, board resolutions and other customary closing certificates, and, to the extent reasonably required by the Administrative Agent,
in each case consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions
resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative
Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.24(a) shall be in
an aggregate principal amount that is (x) not less than the Borrowing Minimum and (y) an integral multiple of the Borrowing
Multiple in excess thereof. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment.
Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended
to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness
incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Refinancing Term
Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments and/or Refinancing Revolving Commitments).
(b)Any
Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents
as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions
of this Section 2.24.
(c)This Section 2.24 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.
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**Section 2.25***Extensions
of Loans*.
(a)Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from
time to time by the Borrower to all Lenders holding Loans or Revolving Commitments of any Class with a like Maturity Date on a pro
rata basis (based on the aggregate outstanding principal amount of the respective Loans or Revolving Commitments of each Class with
the same Maturity Date) and on the same terms to each such Lender of the same Class, the Borrower may from time to time with the consent
of any Lender that shall have accepted such offer, extend the Maturity Date of any Loans or Revolving Commitments and otherwise modify
the terms of such Loans or Revolving Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including without
limitation, by increasing the interest rate or fees payable in respect of such Loans or Revolving Commitments and/or modifying the amortization
schedule in respect of any such Term Loans) (each, an “Extension”, and each group of Loans or Revolving Commitments
as so extended, as well as the original Loans or Revolving Commitments not so extended, being a “tranche”; any Extended
Loans or Extended Revolving Commitments shall constitute a separate tranche of Loans or Revolving Commitments from the tranche of Loans
or Revolving Commitment from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist
at the time the notice in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and
final Maturity Date (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Commitment
of any Revolving Lender that agrees to an Extension with respect to such Revolving Commitment extended pursuant to an Extension (an “Extended
Revolving Commitment”) and the related outstandings shall be a Revolving Commitment (or related outstandings, as the case may
be) with the same terms (or terms not less favorable to existing Revolving Lenders) as the original Revolving Commitments (and related
outstandings); *provided* that (A) the borrowing and payments (except for (1) payments of interest and fees at different
rates on Extended Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the non-extending
tranche of Revolving Commitments and (3) repayment made in connection with a permanent repayment and reduction or termination of
commitments) of Revolving Loans with respect to Extended Revolving Commitments (the “Extended Revolving Loans”) after
the applicable Extension date shall be made on a *pro rata* basis with all other Revolving Commitments, (B) subject to the
provisions of Section 2.07(d) and Section 2.08(k) to the extent addressing Swing Line Loans and Letters
of Credit which mature or expire after a Maturity Date when there exist Revolving Commitments with a longer Maturity Date, all Swing
Line Loans shall be participated on a *pro rata* basis by all Lenders with Extended Revolving Commitments in accordance with their
percentage of the Revolving Commitments (and except as provided in Section 2.07(d) and Section 2.08(k),
without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore
incurred or issued), (C) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments
after the applicable Extension date shall be made on a *pro rata* basis with all other Revolving Commitments, except that the Borrower
shall be permitted, in its sole discretion, to permanently repay and terminate commitments of any such tranche on a greater than *pro
rata* basis as compared to any other tranche with a later Maturity Date than such tranche, (D) assignments and participations
of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions
applicable to the other Revolving Commitments and Revolving Loans and (E) at no time shall there be Revolving Commitments hereunder
(including Extended Revolving Commitments and any existing Revolving Commitments) which have more than four different maturity dates,
(iii) except as to interest rates, fees, amortization, final Maturity Date, premium, required prepayment dates and participation
in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined
by the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension
(“Extended Term Loans”), shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the
final Maturity Date of any Extended Loans shall be no earlier than the then Latest Maturity Date with respect to the tranche of Term
Loans subject to such Extension Offer, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter
than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Loans may participate
on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments
hereunder, as specified in the applicable Extension Offer, (vii) for each Class of Loans or Revolving Commitments, if the aggregate
principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which
the relevant Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans
or Revolving Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments
of the relevant Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed
actual holdings of record) with respect to which the relevant Lenders have accepted such Extension Offer, (viii) all documentation
in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be
satisfied unless waived by the Borrower.
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(b)With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute
voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) no
Extension Offer is required to be in any minimum amount or any minimum increment, *provided* that the Borrower may at their election
specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount
(to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower)
of Loans and/or Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby
consent to the Extensions and the other transactions contemplated by this Section 2.25 (including payment of any interest,
fees or premium in respect of any Extended Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant
Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.12, Section 2.13, Section 2.20 and Section 9.02) or any other Loan Document that may otherwise prohibit
(or conflict with) any such Extension or any other transaction contemplated by this Section 2.25.
(c)No
consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each
Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Commitments (or a portion thereof) and
(ii) with respect to any Extension of the Revolving Commitments, the consent of the Swing Line Lender and the Issuing Bank, which
consent shall not be unreasonably withheld or delayed. All Extended Term Loans, Extended Revolving Commitments, Extended Revolving Loans
and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the
Collateral on a *pari passu* basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents.
The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and
the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Loans
and Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the
Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms
consistent with this Section 2.25. In addition, if so provided in such amendment and with the consent of each Issuing Bank,
participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Commitments shall be re-allocated
from Lenders holding non-extended Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms
of such amendment; *provided*, *however*, that such participation interests shall, upon receipt thereof by the relevant Lenders
holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such
participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting
the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent
is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date
is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
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(d)In
connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such
shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any,
as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.
(e)This Section 2.25 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.
**Section 2.26***Defaulting
Lenders*.
(a)Defaulting
Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,
then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i)Defaulting
Lender Waterfall. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent
for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time
or times as may be determined by the Administrative Agent as follows: *first*, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; *second*, to the payment, on a pro rata basis, of any amounts owing by such Defaulting
Lender to the Issuing Bank or Swing Line Lender hereunder; *third*, to Cash Collateralize the Issuing Bank’s Fronting Exposure
with respect to such Defaulting Lender in accordance with Section 2.26(d); *fourth*, as the Borrower may request (so
long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof
as required by this Agreement; *fifth*, if so determined by the Administrative Agent and the Borrower, to be held in a Deposit Account
and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to
Loans under this Agreement (y) Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender
with respect to future Letters of Credit issued under this Agreement in accordance with Section 2.26(d); *sixth*, to
the payment of any amounts owing to the Lenders, the Issuing Bank or Swing Line Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the Issuing Bank or Swing Line Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; *seventh*, to the payment of any amounts owing to the Borrower as
a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of
such Defaulting Lender’s breach of its obligations under this Agreement; and *eighth*, to such Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; *provided* that if (x) such payment is a payment of the principal amount of
any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded
its appropriate share, and (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 and waived, such payment shall be applied solely to pay the Loans of, and reimbursement
obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all
Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance
with the applicable Commitments without giving effect to Section 2.26(a)(iii). 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 2.26(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.
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(ii)Certain
Fees.
(A)No
Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.14(b)(i) or Section 2.14(b)(ii) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender); *provided* such Defaulting Lender shall be entitled to receive
fees pursuant to Section 2.14(b)(ii) for any period during which that Lender is a Defaulting Lender only to the extent
allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.26(d).
(B)With
respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall
(x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such
Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender
pursuant to clause (iii) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such
Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender (unless otherwise
reallocated pursuant to clause (iii) below or Cash Collateralized in accordance with Section 2.26(d) below)
and (z) not be required to pay the remaining amount of any such fee.
(iii)Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit
and Swing Line Loans shall be automatically reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable
Percentages in respect of Revolving Loans (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of the Borrower, the Administrative Agent, any
Issuing Bank or the Swing Line Lender as a result of such breach or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.
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(iv)Cash
Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the
Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the unreallocated
portion of such Defaulting Lender’s participation in Letters of Credit in accordance with the procedures set forth in Section 2.26(d).
(v)Prepayment.
If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall,
within one (1) Business Day following the written request of the Administrative Agent, without prejudice to any right or remedy
available to it hereunder or under law, either (x) prepay Swing Line Loans in an amount equal to such unreallocated portion of such
Defaulting Lender’s participation in Swing Line Loans or (y) to the extent otherwise permitted hereunder, request a Revolving
Loan (which the Lenders agree shall be made by the Revolving Lenders that are not Defaulting Lenders in an amount equal to each such
Revolving Lender’s Pro Rata Share (determined without giving effect to the Revolving Commitments of any Defaulting Lender)) in
an aggregate principal amount sufficient to repay such amount.
(b)Defaulting
Lender Cure. If the Borrower, the Administrative Agent and each Swing Line Lender and Issuing Bank agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect
to Section 2.26(a)(iii)), whereupon such Lender will cease to be a Defaulting Lender; *provided* that no adjustments
will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting
Lender; and *provided*, *further*, that except to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender having been a Defaulting Lender.
(c)New
Swing Line Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required
to fund any Swing Line Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting Lenders
in a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not participate therein and (ii) no
Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit unless it is satisfied that the participations
in any existing Letters of Credit as well as the new, amended, extended, renewed or increased Letter of Credit has been or will be fully
allocated among the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such Defaulting Lender
shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized
in accordance with Section 2.26(d).
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(d)Cash
Collateral. At any time that there shall exist a Defaulting Lender, within five (5) Business Days following the written request
of the Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing
Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.26(a)(iii) and
any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(i)Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such
Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be
applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Agents and the Issuing Banks as herein provided, or that the total amount of such
Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay
or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving
effect to any Cash Collateral provided by the Defaulting Lender).
(ii)Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.26 in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations
in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation)
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
(iii)Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure
shall no longer be required to be held as Cash Collateral pursuant to this Section 2.26 following (i) the elimination
of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the
determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; *provided* that, subject
to the other provisions of this Section 2.26, the Person providing Cash Collateral and each Issuing Bank may agree that Cash
Collateral shall be held to support future anticipated Fronting Exposure or other obligations; *provided, further* that to the extent
that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant
to the Loan Documents (if any).
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(e)Hedge
Counterparties. So long as any Lender is a Defaulting Lender, such Lender shall not be a Hedge Counterparty with respect to any Hedge
Agreement entered into while such Lender was a Defaulting Lender.
(f)Termination
of Defaulting Lender Commitment. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less
than three (3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and
in such event the provisions of Section 2.26(a)(i) will apply to all amounts thereafter paid by the Borrower for the
account of such Defaulting Lender that is a Lender under this Agreement (in each case whether on account of principal, interest, fees,
indemnity or other amounts); *provided* that such termination will not be deemed to be a waiver or release of any claim that the
Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against such Defaulting Lender.
(g)Amendments
and Waivers. The Commitments and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the
Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); *provided* that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender
disproportionately when compared to other affected Lenders shall require the consent of such Defaulting Lender, and, *provided*, *further*, that any waiver, amendment or modification that would otherwise require the consent of such Defaulting Lender as an affected
Lender pursuant to clauses (A), (B), or (C) of Section 9.02(b), shall require the consent
of such Defaulting Lender.
**Article 3**
**REPRESENTATIONS
AND WARRANTIES**
Each Loan Party represents
and warrants to the Lenders that:
**Section 3.01***Organization;
Powers*. Each of the Loan Parties and each of its Subsidiaries, other than Unrestricted Subsidiaries (a) is duly organized
and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its
property and assets and to carry on its business as now conducted, and to execute, deliver and perform its obligations under the Loan
Documents to which it is a party, (c) is qualified to do business in, and is in good standing (where relevant), in its jurisdiction
of organization and each other jurisdiction where such qualification is required, except in each case (other than as to the Borrower,
clause (a), and other than as to the Loan Parties, clause (b)) where the failure to do so could not reasonably be expected
to result, individually or in the aggregate, in a Material Adverse Effect.
**Section 3.02***Authorization;
Enforceability*. The Transactions are within each applicable Loan Party’s corporate or other organizational powers
and have been duly authorized by all necessary corporate or other organizational action of such Loan Party. Each Loan Document to which
each Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal, valid and binding obligation of such
Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’
rights generally and to general principles of equity, good faith and fair dealing.
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**Section 3.03***Governmental
Approvals; No Conflicts*. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan
Party is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to record
or perfect Liens created pursuant to the Loan Documents, (iii) recording of the transfer of registrations and applications for Intellectual
Property rights upon foreclosure and (iv) those consents, approvals, registrations, filings or actions the failure of which to obtain
or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate
any Requirements of Law applicable to any Loan Party which could reasonably be expected to have a Material Adverse Effect, (c) will
not violate or result in a default under any Contractual Obligation of any of the Loan Parties which could reasonably be expected to
result in a Material Adverse Effect, (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party,
except Permitted Liens and (e) will not conflict with, or result in the breach of, any of the Loan Parties’ Organizational
Documents.
**Section 3.04***Financial
Condition; No Material Adverse Change*.
(a)The
Borrower has heretofore furnished to the Lenders (i) audited consolidated balance sheets and related audited consolidated statements
of operations and comprehensive loss, stockholders’ equity and cash flows of the Borrower and its subsidiaries for the fiscal year
ended December 31, 202 and (ii) the unaudited consolidated balance sheet as for September 30, 2023 and related unaudited
statement of income for the nine (9) month period ending September 30, 2023. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash flows of the Borrower and its subsidiaries as of such dates
and for such periods covered thereby in accordance with GAAP subject to the absence of footnotes and normal year-end adjustments in the
case of the statements referred to in clause (ii) above.
(b)Holdings
has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet as of March 31, 2024 and related income
statement as of and for the twelve-month period then ended, prepared giving effect to the Transactions as if they had occurred on such
date (in the case of the balance sheet) or at the beginning of such period (in the case of the income statement). Such pro forma consolidated
balance sheet and income statement have been prepared in good faith by Holdings, it being understood that no such pro forma balance sheet
shall be required to include adjustments for purchase accounting.
(c)Since
the December 31, 2023, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material
Adverse Effect, since the date hereof.
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**Section 3.05***Properties*.
(a)Each
of the Loan Parties has good fee simple title to, or valid leasehold interests in, or easements or other limited property interest in,
or good and marketable title to, all its Real Estate Assets (including any Mortgaged Properties) that are material to the present conduct
of its business and has good title to its tangible personal property and assets that are material to the present conduct of its business,
in each case, except for defects in title that do not materially interfere with its ability to conduct its business or to utilize such
properties and assets for their intended purposes and where the failure to have such title could not reasonably be expected to have a
Material Adverse Effect. All such properties and assets are free and clear of Liens, other than (i) Permitted Liens, (ii) Liens
arising by operation of law and (iii) minor defects in title that do not materially interfere with the ability of the Loan Parties
to conduct their businesses.
(b)As
of the Closing Date, no Responsible Officer of any Loan Party has received any written notice of, nor has any knowledge of, any pending
or contemplated condemnation or expropriation proceeding affecting any of the Real Estate Assets that are material to the present conduct
of such Loan Party’s business or any sale or disposition thereof in lieu of condemnation or expropriation except where such condemnation
or expropriation proceedings or sale or disposition could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.
(c)To
the knowledge of each Responsible Officer of the Borrower, each Loan Party has complied with all obligations under all leases that are
material to the present conduct of such Loan Party’s business to which it is a party, except where the failure to comply would
not reasonably be expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect
of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.
(d)Except
as could not reasonably be expected to have a Material Adverse Effect, Holdings, the Borrower and each Restricted Subsidiary owns or
otherwise has a right to use in the manner used in the present conduct of their business, all patents, trademarks, service marks, trade
names, domain names, copyrights and copyrighted works, trade secrets, know-how, proprietary or confidential information and all other
intellectual or industrial property rights (“Intellectual Property”) that are used or held for use in, or otherwise
necessary for, the present conduct of their businesses. Except as would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect: (i) Holdings’, the Borrower’s and each Restricted Subsidiary’s conduct of their respective
businesses as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person; (ii) as
of the Closing Date, none of Holdings, the Borrower or any Restricted Subsidiary has received any written notice of any claim relating
to infringement, misappropriation or other violation of Intellectual Property by Holdings, the Borrower or any Restricted Subsidiary
and (iii) to the knowledge of the Loan Parties, the of the Intellectual Property of Holdings, the Borrower and each Restricted Subsidiary
is not being infringed, misappropriated or otherwise violated by any Person.
**Section 3.06***Litigation
and Environmental Matters*.
(a)Other
than as listed on Schedule 3.06, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority
pending against or, to the knowledge of any Responsible Officer of any Loan Party, threatened in writing, against or affecting the Loan
Parties or any of their Subsidiaries which would reasonably be expected to result in a Material Adverse Effect.
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(b)Except
for any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) no
Loan Party or any of its Subsidiaries has received written notice of any Environmental Claim or knows of any reasonable basis for any
Environmental Claim, Environmental Liability or a Lien arising under any Environmental Liability or Environmental Laws, (ii) no
Loan Party or any of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with
any Governmental Authorization required under any Environmental Law or (B) has become subject to any Environmental Liability and
(iii) to the knowledge of any Responsible Officer of any Loan Party, no Loan Party’s or any of its Subsidiaries’ Real
Estate Assets have ever been used in a manner that has resulted in soil or groundwater contamination from Hazardous Materials.
**Section 3.07***Compliance
with Laws and Agreements; Licenses and Permits*.
(a)Each
Loan Party is in compliance with all Requirements of Law applicable to it, its business or its property and all indentures, agreements
and other instruments binding upon it, its business or its property, except in each case where the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.
(b)Each
Loan Party and its Restricted Subsidiaries has obtained and holds in full force and effect, all Governmental Authorizations, franchises,
licenses, leases, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary for the
operation of its businesses as presently conducted, except where the failure to have so obtained or hold or to be in force and effect
could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. No Loan Party or any of its
Restricted Subsidiaries, to its knowledge, is in violation of the terms of any Governmental Authorizations, franchises, licenses, leases,
authorizations, qualifications, easements, rights of way and other rights and approvals that is necessary for the operation of its business,
except where any such violation could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
**Section 3.08***No
Defaults*. No Default or Event of Default has occurred and is continuing.
**Section 3.09***Investment
Company Status*. No Loan Party is an investment company as defined in the Investment Company Act of 1940.
**Section 3.10***Taxes*.
Each Loan Party and its Subsidiaries, has filed or caused to be filed all Tax returns and reports required to have been filed and has
paid or caused to be paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property
and all material Taxes imposed on it or any of its property by any Governmental Authority, except (i) those that are currently,
or are intended to be, contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable,
has set aside on its books adequate reserves in accordance with GAAP or (ii) to the extent that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.
**Section 3.11***ERISA*.
Each Loan Party and its respective ERISA Affiliates is in compliance, in all material respects, with the applicable provisions of ERISA
and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations thereunder, except
for such non-compliance that would not reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred and
is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably
expected to be assessed or imposed, would reasonably be expected to result in a Material Adverse Effect. Except as could not reasonably
be expected to have a Material Adverse Effect, the present value of all accumulated benefit obligations under all Pension Plans (based
on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plans, in the aggregate.
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**Section 3.12***Disclosure;
No Undisclosed Liabilities*.
(a)On
the Closing Date only, no written information (other than projections and the pro forma financial statements and estimates and information
of a general economic or general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender
in connection with the Transactions on or before the Closing Date (the “Information”), when taken as a whole, as of
the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the
statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving
effect to all supplements and updates thereto from time to time); *provided* that, with respect to Information relating to the Borrower
or its Subsidiaries, the foregoing representation is made to the knowledge of the Borrower.
(b)The
projections contained in the materials referenced in Section 3.12(a) have been prepared in good faith based upon assumptions
believed by the Borrower to be reasonable as of the date thereof (it being understood that projections are not to be viewed as fact and
are subject to uncertainties and contingencies and actual results may differ materially from the projections and no assurance can be
given that any projections will be realized).
(c)Holdings,
the Borrower and the Restricted Subsidiaries have no material obligations or liabilities, matured or unmatured, fixed or contingent,
other than (i) those set forth or adequately provided for in the financial statements delivered to the Administrative Agent pursuant
to this Agreement, (ii) those incurred in the ordinary course of business and not required to be set forth in the financial statements
under GAAP, (iii) those incurred in the ordinary course of business since the date of the most recently delivered balance sheet
and consistent with past practice, (iv) those incurred in connection with the execution of this Agreement and (v) those that
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d)As
of the Closing Date, the information included in the Beneficial Ownership Certification provided to any Lender in connection with this
Agreement is true and correct in all respects.
**Section 3.13***Solvency*.
On the Closing Date, Holdings, the Borrower and their respective Subsidiaries, taken as a whole, after giving effect to the Transactions
and immediately upon the making of each Loan and after giving effect to the other Obligations, in each case, incurred on the Closing
Date are, Solvent.
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**Section 3.14***Subsidiaries*. Schedule 3.14 sets forth, as of the Closing Date and after giving effect to the Transactions, the name and jurisdiction and
type of organization of the Borrower and each of Holdings’ Subsidiaries and as to each Restricted Subsidiary, the percentage of
each class of Capital Stock owned by any Loan Party.
**Section 3.15***Security
Interest in Collateral*. The provisions of this Agreement and the other Loan Documents create, or upon execution will create legal
and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9 of the UCC or other
applicable law in favor of the Collateral Agent, for the benefit of the Collateral Agent, the Lenders and each other Secured Party, and
upon the proper filing of UCC financing statements and other registrations and recordations required pursuant to Section 4.01(j) and Section 5.11 and any Mortgages with respect to any Mortgaged Properties, including any amendment to an existing mortgage
with respect to each applicable Mortgaged Property, such Liens constitute perfected Liens on the Collateral (with respect to personal
property including Intellectual Property, to the extent a security interest in such Collateral and any proceeds of any item of Collateral
can be perfected through the filing of UCC financing statements), securing the Secured Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted
Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable
law or any contract and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent
the Collateral Agent has not obtained or does not maintain possession of such Collateral.
**Section 3.16***Labor
Disputes*. As of the Closing Date, except as could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party, to the knowledge of
any Responsible Officer of the Borrower, threatened, (b) the hours worked by and payments made to employees of the Loan Parties
are not, to the knowledge of any Responsible Officer of the Borrower and Holdings, in violation of the Fair Labor Standards Act or any
other applicable Federal, state, provincial, territorial, local or foreign law dealing with such matters and (c) all payments due
from any Loan Party or any Subsidiary, on account of employee health and welfare insurance and other material benefits, have been paid
or accrued as a liability on the books of the Loan Party to the extent required by GAAP and each Loan Party has withheld and remitted
all employee withholdings required to be withheld or remitted by it and has made all employer contributions to be made by it, in each
case pursuant to applicable law on account of employment insurance and employee income taxes and any other required payroll deduction.
Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, 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.
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**Section 3.17***Federal
Reserve Regulations*.
(a)On
the Closing Date, none of the Collateral is Margin Stock.
(b)None
of Holdings, the Borrower or the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.
(c)No
part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for
any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X.
**Section 3.18***Sanctioned
Persons*. (a) None of Holdings, the Borrower or any Subsidiary or any of their respective directors or officers is currently
the target of any U.S. sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury
Department or the U.S. Department of State or located, organized, or resident in a country or territory that is the subject of comprehensive
U.S. sanctions. (b) The Borrower has not and will not use the proceeds of the Loans in any manner that will result in a violation
by any Lender of any U.S. sanctions administered by OFAC or the U.S. Department of State.
**Section 3.19***PATRIOT
Act; Anti-Money Laundering; FCPA*. (a) To the extent applicable, each Loan Party and Subsidiary is in compliance, in all
material respects, with (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the U.S. Treasury
Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the
USA PATRIOT Act and (iii) the rules and regulations promulgated under any of the foregoing. (b) No part of the proceeds
of the Loans has been or will knowingly be used in any manner which represents a violation or breach of the preceding sentence or for
any payments to any governmental official or employee, political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption laws the rules and
regulations promulgated under any of the foregoing).
**Article 4**
**CONDITIONS**
**Section 4.01***Closing
Date Conditions*. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on
the Closing Date shall not become effective until the date on which each of the following conditions are satisfied (or waived in accordance
with Section 9.02):
(a)Credit
Agreement, Loan Documents and Borrowing Request. The Administrative Agent (or counsel) shall have received from each Loan Party (i) either
(A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative
Agent that such party has signed a counterpart of this Agreement, (ii) duly executed copies of the Loan Documents, in each case,
to which each Agent, such Lender or Loan Party is a party and (iii) a Borrowing Request as described in Section 4.02(a)(iii).
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(b)Legal
Opinions. The Administrative Agent and each Lender shall have received, on behalf of itself and the Lenders on the Closing Date,
a customary written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, New York and California counsel for the Loan Parties.
(c)Financial
Statements and Pro Forma Financial Statements. The Lenders shall have received the financial statements and pro forma financial statements
referred to in Section 3.04(a) and Section 3.04(b).
(d)Closing
Certificates; Certified Organizational Documents; Good Standing Certificates; Solvency Certificate. The Administrative Agent and
each Lender shall have received (i) a certificate of each Loan Party, dated the Closing Date, which shall (A) certify the resolutions
of its board of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it
is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan
Documents to which it is a party and (C) contain appropriate attachments, including the Organizational Documents of each Loan Party
certified, if applicable, by the relevant authority of the jurisdiction of organization of such Loan Party, (ii) a good standing
certificate (if relevant) as of a recent date for each Loan Party from its jurisdiction of organization and (iii) a Solvency Certificate.
(e)Officer’s
Certificate as to Certain Representations and Warranties. The representations set forth in Article 3 shall be true and
correct in all material respects, in each case as of the Closing Date, except (A) to the extent that such representations and warranties
expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date and (B) that
any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true
and correct in all respects. The Administrative Agent and each Lender shall have received a certificate, signed by a Responsible Officer
of the Borrower, dated the Closing Date, certifying as to the matters set forth in this Section 4.01(e), and in Section 4.01(g) and (h).
(f)Fees.
The Agents shall have received all fees required to be paid on or before the Closing Date by the Borrower to the Lead Arrangers and the
Agents (including the fees pursuant to the Administrative Agent Fee Letter and the Fee Letters) and all expenses for which invoices have
been presented (including the reasonable and documented fees and expenses of legal counsel), at least two (2) Business Days before
the Closing Date, or provisions for the payment of such fees and expenses shall have been made (it being expressly understood and agreed
that such fees and expenses may be paid with the proceeds of the Loans funded on the Closing Date).
(g)Material
Adverse Effect. No change, event, condition, circumstance, occurrence or effect shall have occurred since December 31, 2023
which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(h)Other
Indebtedness. After giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and
the Restricted Subsidiaries shall not have any outstanding Indebtedness for borrowed money other than (i) the Obligations and (ii) other
Indebtedness permitted under Section 6.02.
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(i)Pledged
Stock; Stock Powers; Share Registers. Except to the extent provided for in Section 5.11 or Section 5.13,
the Collateral Agent (or its bailee) shall have received scans of the certificates representing the Capital Stock pledged pursuant to
the U.S. Pledge and Security Agreement with originals of said certificates together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof to be delivered post-closing within the timeframe set forth on Schedule 5.13.
(j)Filings,
Registrations and Recordings. Except to the extent provided for in Section 5.11 or Section 5.13, each document
(including any UCC financing statement) required by the Collateral Documents (except for the Mortgages and any filings with respect to
Intellectual Property) or under law or reasonably requested by the Lenders to be filed, registered or recorded in order to create in
favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and
superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration
or recordation. Upon the filing of such documents, except to the extent provided for in Section 5.11 or Section 5.13,
the Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described
in the Collateral Documents (except for the Mortgages and any filings with respect to Intellectual Property) (subject to Liens permitted
by Section 6.03) to the extent a security interest therein may be perfected by such filing, registration or recordation.
(k)USA
PATRIOT Act. The Administrative Agent and each requesting Lender shall have received at least three Business Days prior to the Closing
Date (i) all documentation to include, without limitation, a duly executed IRS Form W-9, or such other applicable IRS Form and
other information regarding the Borrower and the Loan Guarantors that have been reasonably requested in writing prior to the Closing
Date and reasonably determined by the Administrative Agent or such requesting Lender to be required by regulatory authorities under applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act
and (ii) a Beneficial Ownership Certification.
Notwithstanding the foregoing
but subject to Section 5.13, to the extent any Collateral (including the creation or perfection of any security interest)
is not or cannot be provided on the Closing Date (other than, (i) a Lien on Collateral of any Loan Party that may be perfected solely
by the filing of a financing statement under the UCC and (ii) a pledge of the Capital Stock of the Borrower and the Subsidiary Guarantors
to the extent certificated with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent
certificate, together with a related stock or equivalent power executed in blank) after the Borrower’s use of commercially reasonable
efforts to do so without undue burden, then the provision and/or perfection of such Collateral shall not constitute a condition precedent
to the availability and initial funding of the Loans on the Closing Date but shall instead be delivered and/or perfected within the time
frames set forth on Schedule 5.13.
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**Section 4.02***Conditions
to Each Extension of Credit after the Closing Date*.
(a)Subject
to Section 1.07(g), the obligations of the Lenders to make Loans and of the Issuing Bank to issue, amend, renew or extend
Letters of Credit hereunder (other than any amendment, renewal or extension which does not increase the face amount of such Letter of
Credit) on any date after the Closing Date are subject only to the satisfaction of the following conditions precedent (unless waived
in accordance with Section 9.02 and subject to Section 2.23(b) in the case of extensions of credit made
under Incremental Facilities in connection with Permitted Acquisitions and Investments):
(i)Representations
and Warranties. Subject to Section 1.07(g), each of the representations and warranties made by any Loan Party in or pursuant
to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date except,
(A) to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true
and correct in all material respects as of such date and (B) that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects.
(ii)No
Default. Subject to Section 1.07(g), no Default or Event of Default shall have occurred and be continuing on such date
or after giving effect to the extensions of credit requested to be made on such date.
(iii)Borrowing
Request. The Administrative Agent and, if applicable, the Issuing Bank or Swing Line Lender, shall have received a Borrowing Request
or Issuance Notice and/or letter of credit application, as applicable, in accordance with the requirements of Section 2.03(a), 2.06(a) or 2.07(b)(ii), as applicable.
Each Borrowing (other than
any conversion or continuance of any Loans) by and issuance, amendment, renewal or extension of a Letter of Credit (other than any amendment,
renewal or extension of a Letter of Credit which does not increase the face amount of such Letter of Credit) on behalf of the Borrower
hereunder on or after the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension
of credit that the conditions contained in this Section 4.02 have been satisfied.
**Article 5**
**AFFIRMATIVE
COVENANTS**
Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan
Document (other than contingent indemnification obligations for which no claim has been made) have been paid in full in Cash or Cash
Collateralized in a manner reasonably satisfactory to the Administrative Agent (at the direction of the Required Lenders) and, in the
case of Letters of Credit, each applicable Issuing Bank, the Loan Parties covenant and agree, jointly and severally, with the Lenders
that:
**Section 5.01***Financial
Statements and Other Reports*. The Borrower will deliver to the Administrative Agent for delivery to each Lender each of the following:
(a)Quarterly
Financial Statements. Commencing with the Fiscal Quarter ending June 30, 2024, as soon as available, but in any event within
45 days (or, in the case of the first three Fiscal Quarters ending after the Closing Date, 60 days) after the end of each Fiscal Quarter
of each Fiscal Year, the consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such Fiscal Quarter
and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries
for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting
forth in each case, with respect to periods ending on or after June 30, 2024, in comparative form the corresponding figures for
the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and,
within five (5) Business Days of each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant to this Section 5.01(a), a Narrative Report with respect to the Fiscal Quarter covered by such financial statements;
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(b)Annual
Financial Statements. Commencing with the Fiscal Year ending December 31, 2023, as soon as available, and in any event (i) with
respect to the Fiscal Year ending December 31, 2024, within 150 days after the end of such Fiscal Year and (ii) thereafter,
within 120 days after the end of each Fiscal Year, (A) the consolidated balance sheet of Holdings and its Restricted Subsidiaries
as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings
and its Restricted Subsidiaries for such Fiscal Year, setting forth in each case, with respect to periods ending on or after June 30,
2025, in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail, together with a Financial Officer
Certification and (B) with respect to such consolidated financial statements a report thereon of PricewaterhouseCoopers or any other
independent certified public accountants or chartered accountants of recognized national standing selected by Holdings, or other accounting
firm reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit, other
than, in the case of going concern, an explanatory note with respect to an upcoming maturity of any series of indebtedness, any potential
inability to satisfy any financial covenant on a future date or for a future period or any matters unrelated to Holdings and is Restricted
Subsidiaries, it being understood that the inclusion of an exception or explanatory note will not result in an audit being qualified)
and, within five (5) Business Days of each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant
to this Section 5.01(b), a Narrative Report with respect to the Fiscal Year covered by such financial statements;
(c)Compliance
Certificate. Commencing with the delivery of the financial statements for the Fiscal Quarter ending June 30, 2024, concurrently
with each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.01(a) and Section 5.01(b), a duly executed and completed Compliance Certificate providing in reasonable detail calculation of the Fixed
Charge Coverage Ratio and whether Holdings was in compliance with the Total Leverage Covenant on the last day of the applicable Fiscal
Quarter or Fiscal Year, as applicable, and the other matters specified therein;
(d)Notice
of Default. Promptly upon any Responsible Officer of Holdings or the Borrower obtaining actual knowledge (i) of the occurrence
of any Default or Event of Default or that notice has been given to the Borrower with respect thereto or (ii) of the occurrence
of any event or change (including an ERISA Event) that has caused or could reasonably be expected to cause, individually or in the aggregate,
a Material Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such event or change, or specifying
the notice given or action taken by any such Person and the nature of such claimed Event of Default, event or condition, if any, and
what action the Borrower has taken, is taking and proposes to take with respect thereto;
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(e)Notice
of Litigation. Promptly upon any Responsible Officer of Holdings or the Borrower obtaining knowledge of (i) the institution
of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Lenders or (ii) any
material development in any Adverse Proceeding that, in the case of either clauses (i) or (ii), could be reasonably
expected to have a Material Adverse Effect, written notice thereof;
(f)ERISA.
Upon written request of the Administrative Agent, copies of (1) each Schedule B (Actuarial Information) to the most
recent annual report (Form 5500 Series) filed by any Loan Party or, to the extent provided to Holdings, any of their respective
ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, (2) all notices received by any Loan Party,
or to the extent provided to Holdings, any of their respective ERISA Affiliates from a Multiemployer Plan sponsor or ERISA Affiliate
concerning an ERISA Event and (3) copies of such other documents or governmental reports or filings relating to any Pension Plan
or Multiemployer Plan, as the Administrative Agent shall reasonably request;
(g)Financial
Plan. As soon as available, and in any event no later than sixty (60) days after the end of each Fiscal Year (commencing with the
Fiscal Year ending December 31, 2024), a detailed consolidated budget for the following Fiscal Year (including (i) projected
consolidated quarterly income statements and (ii) projected consolidated annual balance sheets of Holdings and its Restricted Subsidiaries,
the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description
of the material underlying assumptions applicable thereto) (collectively, the “Financial Plan”), which Financial Plan
shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then
existing, it being understood that projections are subject to uncertainties and actual results may differ materially from the projections
and there is no assurance that any projections will be realized;
(h)Information
Regarding Collateral. The Borrower will furnish to the Collateral Agent prompt written notice of any change in any Loan Party’s
(i) organizational name, (ii) organizational identity, (iii) jurisdiction of organization or jurisdiction in which any
Loan Party’s chief executive office is located or (iv) Federal Taxpayer Identification Number, if any;
(i)Government
Filings. Promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration
statements which Holdings, the Borrower or any Restricted Subsidiary files with the SEC or any other Governmental Authority that may
be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form
it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8)
and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(j)Quarterly
Lender Calls. Quarterly, upon the request of the Required Lenders, at a time mutually agreed with the Administrative Agent following
the delivery of the information required pursuant to Section 5.01(a) above and reasonably acceptable to the Borrower,
participate in a conference call for Lenders to discuss the financial condition and results of operations of Holdings and its Restricted
Subsidiaries for the most recently-ended Fiscal Quarter for which such financial information has been delivered;
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(k)Beneficial
Ownership. Promptly, notice of any change regarding the list of beneficial owners provided in the Beneficial Ownership Certification;
and
(l)Additional
Information. Promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party
or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request,
including, but not limited to, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes
of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering
laws.
Documents required to be
delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s or any
Loan Party’s website, (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/SyndTrak or another
relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent) and with respect to material non-public information, solely to the extent any Lender chooses
to access the same or (iii) the date on which executed certificates or other documents are faxed to the Administrative Agent (or
electronically mailed to an address provided by the Administrative Agent); *provided* that the Borrower shall notify (which may
be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent
by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything to the contrary contained herein,
no Loan Party shall be required to deliver any information or other documentation pursuant to clause (d), (e) or (l) of this Section 5.01 or in any Lender call pursuant to clause (j) of this Section 5.01 that (x) constitutes trade secrets or proprietary information, (y) in respect of which disclosure to the Administrative Agent
or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any Contractual Obligation
or (z) is subject to attorney-client or similar privilege or constitutes attorney work product.
Notwithstanding the foregoing,
the obligations in clauses (a), (b) and (i) of this Section 5.01 may be satisfied with respect
to any financial statements of Holdings and its Subsidiaries by furnishing the applicable financial statements of the Borrower (or any
Parent Company of the Borrower), annual reports or interim reports, as applicable, on Forms 10-K, 10-Q or 8-K or its equivalent in any
relevant jurisdiction, as applicable, filed with the SEC within the time periods specified in such paragraphs; *provided* that,
with respect to each of clauses (a) and (b), (i) to the extent such financial statements relate to any Parent
Company of Holdings, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the
differences between the information relating to such Parent Company, on the one hand, and the information relating to Holdings and its
Restricted Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible
Officer of the Borrower as fairly presenting such information and (ii) to the extent such statements are in lieu of statements required
to be provided under Section 5.01(b), such statements are accompanied by a report and opinion of PricewaterhouseCoopers or
any other independent registered public accounting firm of nationally recognized standing selected by Holdings or the Borrower, or other
accounting firm reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification
or exception as to the scope of such audit (other than, in the case of going concern, an explanatory note with respect to an upcoming
maturity of any Loans or Commitments occurring within 12 months of the relevant audit or any breach or anticipated breach of any financial
covenant).
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Each Lender acknowledges that
Information (as defined in Section 9.12) furnished to it pursuant to this Agreement may include material non-public information
concerning the Loan Parties and their 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 Requirements of Law, including federal, state, provincial and territorial securities laws. All Information,
including requests for waivers and amendments, furnished by the Borrower, any other Loan Party or any Agent or the Lead Arrangers pursuant
to, or in the course of administering, this Agreement may contain material non-public information about the Loan Parties and their Related
Parties or their respective securities. Accordingly, each Lender represents to the Loan Parties and the Agents and the Lead Arrangers
that it has identified a credit contact who may receive information that may contain material non-public information in accordance with
its compliance procedures and applicable Requirements of Law.
**Section 5.02***Existence*.
Except as otherwise permitted under Section 6.09, each Loan Party will, and will cause each of its Restricted Subsidiaries,
to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material
to its business except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect; *provided*,
no Loan Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, license or permit if such
Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in
the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to Holdings and
its Restricted Subsidiaries, taken as a whole, or to the Lenders.
**Section 5.03***Payment
of Taxes and Claims*. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay all material Taxes imposed
upon it or any of its properties or assets or in respect of any of its income, businesses or franchises, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets; *provided*, no such Tax or claim need be paid if (i) it is not more than thirty days overdue,
(ii) it is being contested in good faith by appropriate proceedings, so long as adequate reserves or other appropriate provision,
as shall be required in conformity with GAAP, shall have been made therefor or (iii) failure to pay or discharge the same could
not reasonably be expected to result in a Material Adverse Effect.
**Section 5.04***Maintenance
of Properties*. Except where the failure to maintain such properties could not reasonably be expected to have a Material Adverse
Effect, each Loan Party will, and will cause each of its Restricted Subsidiaries, to, maintain or cause to be maintained in good working
order and condition, ordinary wear and tear, casualty or condemnation excepted, all material tangible properties necessary in the business
of Holdings, the Borrower and the Restricted Subsidiaries and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof, excluding any repairs, renewals or replacements that are the responsibility of a landlord under a
lease.
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**Section 5.05***Insurance*.
The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or
damage in respect of the assets, properties and businesses of Holdings, the Borrower and the Restricted Subsidiaries as may customarily
be carried or maintained under similar circumstances by Persons engaged in a Similar Business, in each case in such amounts (giving effect
to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such
Persons, it being agreed and understood that compliance with the insurance provisions under a lease that constitutes a Real Estate Asset
shall satisfy the requirements of this sentence. Without limiting the generality of the foregoing, to the extent required by any applicable
Requirements of Law, the Borrower will maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property
that is subject to a Mortgage that is located in a community that participates in the National Flood Insurance Program, in each case
in compliance with the Flood Insurance Laws. Unless otherwise waived by the Administrative Agent, in its reasonable discretion, or not
available on customary terms, each (i) liability policy identified by the Administrative Agent shall name the Collateral Agent,
on behalf of the Lenders, as an additional insured thereunder as its interests may appear and (ii) casualty insurance policy covering
Collateral shall contain a Lender’s loss payable clause or endorsement reasonably satisfactory to the Collateral Agent, that names
the Collateral Agent, on behalf of the Lenders, as the Lenders’ loss payee thereunder and provides for prior written notice to
the Collateral Agent of any cancellation of such policy.
**Section 5.06***Inspections*.
Each Loan Party will, and will cause each of its Restricted Subsidiaries, to, keep proper books of record and accounts in which full,
true and correct entries in conformity in all material respects, with GAAP, shall be made of all dealings and transactions in relation
to its business and activities. Each Loan Party will, and will cause each of its Restricted Subsidiaries, to, permit any authorized representatives
designated by any Agent to visit and inspect any of the properties of any Loan Party and any of its respective Restricted Subsidiaries,
to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances
and accounts with its and their officers and independent public accountants (*provided* that the Borrower may, if it so chooses,
be present at or participate in any such discussion), all upon reasonable notice and at such reasonable times during normal business
hours; *provided* that, excluding such visits and inspections during the continuation of an Event of Default, only the Administrative
Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights more often than one time during any calendar year, absent the existence of
an Event of Default at the Borrower’s expense; *provided*, *further* that no Loan Party will be required to disclose,
permit the inspection, examination or making copies of or abstracts from, or discussion of, any document, information or other matter
that (a) constitutes trade secrets or proprietary information, (b) in respect of which disclosure to the Administrative Agent
or any Lender (or their respective representatives or contractors) is prohibited by Requirements of Law or any Contractual Obligation
or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.
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**Section 5.07***Compliance
with Laws*. Each Loan Party will comply, and shall take reasonable steps to cause each of its Restricted Subsidiaries to comply
with the requirements of all applicable Requirements of Law, where noncompliance with which could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.
**Section 5.08***Environmental*.
(a)Environmental
Disclosure. The Borrower will reasonably and promptly deliver to the Administrative Agent and the Lenders reasonably detailed written
notice of the occurrence of any event, or the identification of any condition, that could reasonably be expected to result in Environmental
Liability that could reasonably be expected to have a Material Adverse Effect, and shall provide with reasonable promptness, documents
and information from time to time that may be reasonably requested by the Administrative Agent in relation to any such events or conditions; *provided* that no Loan Party or Restricted Subsidiary thereof shall be required to deliver any notice, information or other documentation
pursuant to this Section 5.08(a) (x) in respect of which disclosure to the Administrative Agent or any Lender (or
their respective representatives or contractors) is prohibited by Requirements of Law or (y) is subject to attorney-client or similar
privilege or constitutes attorney work product.
(b)Environmental.
Each Loan Party shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary
to (i) cure any violation of applicable Environmental Laws by such Loan Party or its Restricted Subsidiaries that could reasonably
be expected to have a Material Adverse Effect, (ii) make an appropriate response to any Environmental Claim against or in connection
with any Environmental Liability of such Loan Party or any of its Restricted Subsidiaries, and discharge any obligations it may have
to any Person thereunder or under any Environmental Laws where failure to do so could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.
**Section 5.09***Reserved*.
**Section 5.10***Use
of Proceeds*. (a) The proceeds of the Initial Term Loans will be used only for the purposes specified in the introductory
statement to this Agreement, (b) the proceeds of the Term Loans (other than the Initial Term Loans) shall be used for general corporate
purposes, including to refinance existing Indebtedness or make Permitted Acquisitions, Investments or Restricted Payments permitted
hereunder and (c) the proceeds of the Revolving Loans will be used in accordance with Section 2.05(c). No part of the
proceeds of any Loan will be used, whether directly or indirectly, for any purpose that would entail a violation of Regulation T, Regulation
U or Regulation X.
**Section 5.11***Additional
Collateral; Further Assurances*.
(a)Subject
to applicable law, in the event that any Person becomes a direct or indirect wholly-owned Domestic Subsidiary that is not an Excluded
Subsidiary of the Borrower after the Closing Date, or a wholly-owned Domestic Subsidiary of the Borrower ceases to be an Excluded Subsidiary,
the Borrower shall promptly notify the Administrative Agent of that fact and cause such Subsidiary to become a Loan Party within thirty
days thereafter (or such later date as is reasonably acceptable to the Administrative Agent) by executing a Joinder Agreement in substantially
the form set forth as Exhibit C hereto or other form in accordance with applicable law and acceptable to the Collateral Agent
and the Borrower (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically
become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity
under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Collateral
Agent, for the benefit of the Secured Parties, in each case, in any property of such Loan Party which constitutes Collateral, on such
terms as may be required pursuant to the terms of the Collateral Documents (subject to the limitations with respect to Capital Stock
set forth in paragraph (b) of this Section 5.11, the limitations with respect to Real Estate Assets set
forth in paragraph (d) of this Section 5.11, and any other limitations set forth herein or in the Collateral
Documents).
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(b)Subject
to paragraph (e) below, the Borrower and each Subsidiary Guarantor will cause (i) 100% of the issued and outstanding
Capital Stock of each of its Domestic Subsidiaries held by it and (ii) 65% of the issued and outstanding voting Capital Stock and
100% of the issued and outstanding non-voting Capital Stock (or such lesser percentages as may be held by the Loan Parties), in each
case, of each of its first-tier CFCs or CFC Holding Companies, in each case, to be subject at all times to a first priority (subject
to Permitted Liens) perfected Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Loan Documents or other
security documents as the Agents shall reasonably request.
(c)Without
limiting the foregoing, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Agents such documents,
agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing
statements, fixture filings, Mortgages, deeds of trust and other documents, delivery of opinions and title insurance and such other actions
or deliveries of the type required by Section 4.01, as applicable, which the Agents may, from time to time, reasonably request)
to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens
created or intended to be created by the Collateral Documents (to the extent required therein), all at the expense of the Loan Parties.
Notwithstanding anything to the contrary in this Agreement or in the other Loan Documents, neither the Borrowers nor any Subsidiary of
any Borrower shall have any obligation to perfect Liens in any Intellectual Property created, registered or applied-for in any jurisdiction
other than the United States.
(d)Subject
to the limitations set forth or referred to in this Section 5.11, if any Material Real Estate Assets are acquired by any
Loan Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the
Lien in favor of the Collateral Agent upon acquisition thereof), or a Real Estate Asset becomes a Material Real Estate Asset, the Borrower
will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent, the Borrower will cause
such assets to be subjected to a first priority (subject to Permitted Liens) perfected Lien securing the Secured Obligations within 120
days of delivery of such notice and will take, and cause the Subsidiary Guarantors to deliver (i) a Mortgage with respect to such
Material Real Estate Asset, (ii) a policy of title insurance (or a marked-up title insurance commitment having the effect of a policy
of title insurance) on such Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties
in form and substance and in an amount reasonably acceptable to the Collateral Agent insuring such Mortgage to be a valid subsisting
first priority Lien on the property described therein, free and clear of all Liens other than Permitted Liens and contain such endorsements
as are reasonably requested by the Collateral Agent, (iii) an opinion from local counsel in each jurisdiction where such Mortgaged
Property is located regarding the enforceability and perfection of such Mortgage and otherwise in form and substance reasonably satisfactory
to the Collateral Agent, (iv) a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard
Determination with respect to such Material Real Estate Asset (together with a notice about special flood hazard area status and flood
disaster assistance), duly executed and acknowledged by the applicable Loan Party if required by the Flood Insurance Laws, together with
evidence of flood insurance, to the extent required in Section 5.05 hereof and (v) a new ALTA or existing survey together
with a no change affidavit sufficient for the title company to remove all standard survey exceptions from such Mortgage Policy and issue
the endorsements required in clause (ii) above.
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(e)Notwithstanding
anything to the contrary in this Section 5.11, Real Estate Assets required to be mortgaged under this Section 5.11 shall be limited to Material Real Estate Assets and notwithstanding anything to the contrary contained herein, (i) the Loan Parties
shall not be required to grant or perfect a Lien (A) in any assets to the extent the burden or cost (including any material adverse
Tax consequences or mortgage recording Tax consequences) of obtaining or perfecting a Lien therein outweighs the benefit of the security
afforded thereby as reasonably determined by the Borrower and the Administrative Agent or if the granting of a Lien in such asset would
be prohibited by enforceable anti-assignment provisions of contracts or applicable law or with respect to any assets to the extent such
a security interest would violate the terms of any contract with respect to such assets or would require governmental consent, approval,
license or authorization, or the consent of one or more third parties (in each case, after giving effect to the applicable anti-assignment
provisions of the UCC or other applicable law) or would trigger termination pursuant to any “change of control” or similar
provision, (B) Capital Stock issued by and assets of partnerships, Joint Ventures and non-wholly-owned subsidiaries which cannot
be pledged without the consent of one or more third parties or the pledge of which is prohibited by the terms of any applicable charter,
Joint Venture agreement, shareholder agreement or similar agreement that, in the case of the Borrower and its Subsidiaries, is in effect
on the Closing Date, and, in the case of any other acquired assets or Person, that is in effect at the time of the relevant acquisition
(and was not entered into in contemplation thereof); *provided* that, for the avoidance of doubt, neither Holdings nor any Restricted
Subsidiary shall have any obligation to obtain such consent, (C) in assets of any Foreign Subsidiaries or Excluded Subsidiaries
(it being understood and agreed that in no event shall any pledge agreement, security agreement or hypothec governed by the laws of any
jurisdiction other than the United States be required with respect to the pledge of any Capital Stock of any Foreign Subsidiary), (D) in
margin stock, (E) in any applications for trademarks or service marks filed in the United States Patent and Trademark Office on
the basis of the applicant’s intent-to-use such mark unless and until evidence of use of the mark in interstate commerce is filed
with, and accepted by, the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of
the Lanham Act (15 U.S.C. §1051, et seq.), (F) any assets subject to liens securing permitted receivables financings (including
Factoring Assets to the extent sold, pledged or otherwise transferred in connection with a Factoring Transaction), (G) any lease,
license, contract, third party arrangement or other agreement or any property subject to a purchase money security interest, finance
lease obligation or similar arrangement permitted by this Agreement to the extent that a grant of a security interest therein would violate
or invalidate such lease, license or agreement or purchase money, finance lease or similar arrangement or create a right of termination
in favor of any other party thereto (other than Holdings or any of the Restricted Subsidiaries) or otherwise amend any rights, benefits
and/or obligations or require the taking of any action that would be materially adverse to the Borrower or any Loan Guarantor, after
giving effect to the applicable anti assignment provisions of the Uniform Commercial Code or other applicable law, other than proceeds
and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable
law notwithstanding such prohibition or (H) (u) payroll, healthcare, zero balance and other employee wage and benefit accounts,
(v) tax accounts, including, without limitation, sales tax accounts, (w) escrow, defeasance and redemption accounts, (x) fiduciary
or trust accounts, (y) accounts utilized solely to hold amounts on deposit of any party other than the Borrower, a Loan Guarantor
or any Restricted Subsidiary thereof, and (z) cash collateral accounts securing credit card facilities, merchant accounts and letter
of credit facilities, and, in the case of clauses (u) through (z), the funds or other property held in or maintained in any
such accounts (collectively, any property of the type described in clauses (A) through (H) above, “Excluded
Personal Property”); (ii) Liens granted on the following Collateral shall not be required to be perfected: (A) Cash
and Cash Equivalents, deposit, securities and commodities accounts (including securities entitlements and related assets), in each case,
to the extent a Lien therein cannot be perfected by the filing of a financing statement under the UCC or other applicable law; (B) other
assets requiring perfection through control agreements (other than Capital Stock of Subsidiaries required to be pledged under the Collateral
Documents); (C) vehicles and any other assets subject to certificates of title; (D) commercial tort claims not anticipated
to exceed $2,000,000; (E) letter of credit rights to the extent not perfected by the filing of a financing statement under the UCC
and (F) to the extent the burden or cost of perfecting such Lien is unreasonable in relation to the benefits to the Lenders of the
security afforded thereby in the Administrative Agent’s reasonable judgment after consultation with the Borrower; (iii) no
actions in any non-U.S. jurisdiction or required by the law of any non-U.S. jurisdiction shall be required in order to create a security
interest in any assets or to perfect or make enforceable such security interest (including property registered or applied-for in any
non-U.S. jurisdiction) it being understood that there shall be no security agreement or pledge agreement governed under the laws of any
non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to Intellectual Property,
(iv) no Loan Party shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral
access, lien waiver or similar letter of agreement, (v) the Loan Parties will not be required, nor will any Agent be authorized,
to pledge or perfect security interests in the assets constituting Collateral other than by (a) “all asset” filings
pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant jurisdiction,
(b) filings in (x) the United States Patent and Trademark Office with respect to any U.S. registered patents and trademarks
and (y) the United States Copyright Office of the Library of Congress with respect to copyright registrations (and any exclusive
licenses of registered copyrights granted to a Loan Party), in the case of each of (x) and (y), constituting Collateral, (c) Mortgage
filings in the applicable jurisdiction with respect to any Material Real Estate Asset constituting Collateral and (d) delivery to
the Collateral Agent (or a bailee or other agent of the Administrative Agent) to be held in its possession of all Collateral consisting
of (x) certificates representing pledged Capital Stock and (y) promissory notes and other instruments constituting Collateral; *provided* that promissory notes and instruments having an aggregate principal amount less than $10.0 million need not be delivered
to the Collateral Agent and (vi) in no event shall any leasehold interest in real property constitute Collateral. Notwithstanding
the foregoing, if any Lender is prohibited from holding or benefiting from a Lien over real or immovable property pursuant to any law
of the United States of America, such Lender shall notify the Administrative Agent and disclaim any benefit of such Lien to the extent
of such illegality, but such illegality shall not invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.
128
**Section 5.12***Designation
Of Unrestricted Subsidiaries*. The Borrower may at any time designate any subsidiary of Holdings as an Unrestricted Subsidiary
or any Unrestricted Subsidiary as a Restricted Subsidiary; *provided* that (i) immediately before and after giving effect to
such designation, no Event of Default shall have occurred and be continuing and subject to 1.07(g), Borrower shall be in compliance with Section 6.01 on a Pro Forma Basis as of the last day of the most recently ended Test Period; (ii) the Borrower may not
be designated as an Unrestricted Subsidiary, (iii) no Unrestricted Subsidiary shall own any Capital Stock in Holdings or its Restricted
Subsidiaries, (iv) all Indebtedness owing by Holdings or any Restricted Subsidiary to any Unrestricted Subsidiary shall be subordinated
in right of payment to the Obligations pursuant subordination provisions no less favorable, taken as a whole, than those contained in Exhibit J or as otherwise reasonably acceptable to the Administrative Agent, (v) no Unrestricted Subsidiary shall hold
any Indebtedness of, or any Lien on any property of, Holdings or its Restricted Subsidiaries, (vi) the holder of any Indebtedness
of any Unrestricted Subsidiary shall not have any recourse to Holdings or its Restricted Subsidiaries with respect to such Indebtedness
except as permitted pursuant to this Agreement, (vii) none of Holdings or any of its Restricted Subsidiaries shall have any obligation
to subscribe for additional Capital Stock of any Unrestricted Subsidiary or to preserve or maintain the financial condition of any Unrestricted
Subsidiary if such obligation would result in a Default and (viii) none of Holdings or any of its Restricted Subsidiaries shall
transfer (including without limitation, by way of exclusive license) any material Intellectual Property or strategic assets to any Unrestricted
Subsidiary (and, at the time of designation as an Unrestricted Subsidiary, no Unrestricted Subsidiary shall own or exclusively license
any material Intellectual Property); *provided* that (x) if at any time the aggregate amount of Consolidated Total Assets attributable
to all Subsidiaries that are Unrestricted Subsidiaries exceeds 15.0% of Consolidated Total Assets as of the end of any such Fiscal Quarter
or (y) if at any time the aggregate amount of Consolidated Adjusted EBITDA attributable to all Subsidiaries that are Unrestricted
Subsidiaries exceeds 15.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available), in each case, the Borrower shall designate sufficient Subsidiaries
as Restricted Subsidiaries to eliminate such excess, and such designated Subsidiaries shall no longer constitute Unrestricted Subsidiaries
under this Agreement. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower
therein at the date of designation in an amount equal to the net book value of the Borrower’s investment therein (and such designation
shall only be permitted to the extent such Investment is permitted under Section 6.08(ff)). The designation of any Unrestricted
Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such
Subsidiary existing at such time. For the avoidance of doubt, Unrestricted Subsidiaries shall not be subject to Section 2.13 or Article 3, Article 5, Article 6 and Article 7 for so long as they are designated as
such. Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary that is subsequently designated a Restricted
Subsidiary shall be redesignated an Unrestricted Subsidiary thereafter.
129
**Section 5.13***Post-Closing
Items*. The Borrower shall, and shall cause its Subsidiaries to, take the actions set forth in Schedule 5.13, within
the timeframes set forth therein.
**Article 6**
**NEGATIVE
COVENANTS**
Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan
Document (other than contingent indemnification obligations for which no claim has been made) have been paid in full in Cash or Cash
Collateralized in a manner reasonably satisfactory to the Administrative Agent and, in the case of Letters of Credit, each applicable
Issuing Bank, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:
**Section 6.01***Financial
Covenants*.
(a)Commencing
with the Fiscal Quarter ending June 30, 2024, Holdings shall not permit the Total Leverage Ratio as of the last day of any Fiscal
Quarter to be greater than 3.50:1.00.
(b)Commencing
with the Fiscal Quarter ending June 30, 2024 through the Fiscal Quarter ending March 31, 2025, Holdings shall not permit the
Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter to be less than 1.15:1.00, and, commencing with the Fiscal Quarter
ending June 30, 2025 and for each Fiscal Quarter thereafter, Holdings shall not permit the Fixed Charge Coverage Ratio as of the
last day of any Fiscal Quarter to be less than 1.25:1.00.
(c)For
purposes of determining compliance with the financial covenants set forth herein, any Cash sale or issuance of, or contributions in respect
of, Capital Stock (which shall be in the form of or in respect of common equity, or preferred equity that is not Disqualified Capital
Stock or other Capital Stock, in each case, on terms reasonably acceptable to the Required Lenders) of the Borrower during the applicable
Fiscal Quarter and on or prior to the day that is fifteen (15) Business Days after the day on which financial statements are required
to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable with respect to such Fiscal
Quarter (the “Cure Expiration Date”), shall, at the request of the Borrower, be included in the calculation of Consolidated
Adjusted EBITDA for the purposes of determining compliance with the financial covenants set forth herein for periods including such Fiscal
Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted EBITDA, a “Specified Equity Contribution”); *provided* that (a) in each four Fiscal Quarter-period, the Specified Equity Contribution shall not be exercised more than
twice and there shall not be more than five Specified Equity Contributions during the term of this Agreement, (b) the amount of
any Specified Equity Contribution shall be no greater than the amount required, as reasonably determined by the Borrower, to cause Holdings
to be in compliance with the financial covenants set forth herein, (c) all Specified Equity Contributions shall be disregarded for
all other purposes of this Agreement, including for all other purposes of this Article 6, during the period included in the
calculation of Consolidated Adjusted EBITDA and (d) no pro forma effect shall be given during such Fiscal Quarter for any reduction
in Indebtedness made with the proceeds of such Specified Equity Contribution. Notwithstanding the provisions of Article 7,
neither the Agents nor any Lender may exercise any remedies specified in this Agreement (or any other Loan Document) arising from an
Event of Default resulting from a breach of this Section 6.01 for a period commencing upon receipt of notice from the Borrower
that it intends to cure non-compliance with the financial covenants included herein by a Specified Equity Contribution through the Cure
Expiration Date. No Lender will be required to extend new Revolving Loans or Swing Line Loans, or issue or extend new Letters of Credit
from the date of receipt of such notice until the date the Specified Equity Contribution is received.
130
**Section 6.02***Indebtedness*.
Neither Holdings, nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, directly or indirectly, create, incur or
assume any Indebtedness, except:
(a)the
Obligations;
(b)[reserved];
(c)Indebtedness
of (i) the Borrower or Holdings to any Restricted Subsidiary, (ii) any Restricted Subsidiary to the Borrower or Holdings or
any other Restricted Subsidiary; *provided* that (x) the aggregate principal amount of Indebtedness owed by any Non-Guarantor
Subsidiary to the Borrower or any other Loan Party shall not exceed at any time outstanding the amount permitted to be invested in Non-Guarantor
Subsidiaries (including Foreign Subsidiaries) pursuant to Section 6.08 (and shall constitute a use of such Investment capacity)
and (y) all Indebtedness owing by any Loan Party to any Non-Guarantor Subsidiary shall be subordinated in right of payment to the
Obligations pursuant to (1) the terms of the applicable promissory note (if any); *provided* that any such promissory note
entered into after the Closing Date shall contain subordination provisions no less favorable, taken as a whole, than those contained
in Exhibit J or as otherwise reasonably acceptable to the Administrative Agent or (2) an intercompany subordination
agreement in the form of Exhibit J or as otherwise reasonably acceptable to the Administrative Agent and (iii) any Non-Guarantor
Subsidiary to any other Non-Guarantor Subsidiary;
(d)Indebtedness
incurred by Holdings, the Borrower or any Restricted Subsidiary arising from agreements providing for indemnification, reimbursement,
adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement,
contingent earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales
or purchases of assets in each case permitted hereunder, and in connection with guaranties or letters of credit, surety bonds or performance
bonds securing the performance of Holdings, the Borrower or any such Restricted Subsidiary pursuant to such agreements;
(e)Indebtedness
(including deposits) in respect of (i) the performance of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses,
leases, government contracts, trade contracts, performance and return-of-money bonds, completion guarantees, import and export custom
and duty guarantees and other similar obligations and (ii) any letter of credit, bank guarantee or similar obligation issued in
respect thereto;
131
(f)Indebtedness
in respect of (i) Banking Services Obligations, (ii) other netting services, overdraft protections, automated clearinghouse
arrangements and similar transactions and otherwise in connection with Deposit Accounts and (iii) repurchase agreements permitted
under Section 6.08, in each case incurred in the ordinary course of business;
(g)Guarantees
of the obligations of suppliers, customers, franchisees, lessors and licensees by the Borrower, Holdings and the Restricted Subsidiaries
in the ordinary course of business;
(h)Guarantees
by Holdings or the Borrower of Indebtedness or other obligations of a Restricted Subsidiary or guaranties by a Restricted Subsidiary
or the Borrower of Indebtedness or other obligations of Holdings or the Borrower or a Restricted Subsidiary, in each case, of Indebtedness
otherwise permitted to be incurred by such Person pursuant to this Section 6.02 or obligations not prohibited by this Agreement; *provided* that (i) no Guarantee by Holdings or any Restricted Subsidiary of any Junior Financing, any Permitted First Priority
Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt or any Permitted Refinancing
of any of the foregoing, in each case, shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the
Obligations on the terms set forth herein, (ii) if the Indebtedness being Guaranteed is Junior Financing, such Guarantee shall be
subordinated in payment and/or lien priority to the Guarantee of the Obligations on terms at least as favorable, taken as a whole, to
the Lenders as those contained in the subordination of such Junior Financing and (iii) in the case of guaranties by a Loan Party
of the obligations of a Non-Guarantor Subsidiary, such guaranties shall be an Investment permitted by Section 6.08;
(i)Indebtedness
outstanding as of the Closing Date which, if in excess of $2,000,000, is set forth, in all material respects, in Schedule 6.02;
(j)the
Non-Guarantor Subsidiaries may become and remain liable with respect to Indebtedness in an aggregate principal amount at any time outstanding
not to exceed the greater of $6,000,000 and 10.0% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior
to the incurrence of such Indebtedness for which financial statements have been made available (or were required to be made available);
(k)Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in
each case, in the ordinary course of business;
(l)Indebtedness
of Holdings and the Restricted Subsidiaries with respect to Capital Leases and purchase money Indebtedness and any Permitted Refinancing
Indebtedness in respect thereof, in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $6,000,000
and (ii) 10.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), in each
case incurred within 270 days after the applicable acquisition, completion of construction, installation, improvement, repair or replacement
of the relevant assets; *provided* that any such Indebtedness shall be secured only by the assets so acquired, constructed, installed,
improved, repaired or replaced, and the proceeds and products thereof (and accessions or additions that are affixed or incorporated into
such property) and other assets also financed by the same counterparty or its affiliate;
132
(m)Indebtedness
of Holdings and the Restricted Subsidiaries assumed or incurred in connection with Permitted Acquisitions so long as (i) if the
aggregate principal amount of Indebtedness assumed or incurred under this paragraph m exceeds $15,000,000, after giving effect
to the assumption or incurrence of such Indebtedness and such Permitted Acquisition on a Pro Forma Basis as of the last day of the most
recent Fiscal Quarter of Holdings for which financial statements have been made available (or were required to be made available) pursuant
to Section 5.01(a) or (b), the Total Leverage Ratio does not exceed 2.50:1.00, (ii) the aggregate principal
amount of such Indebtedness of which Non-Guarantor Subsidiaries may become and remain liable pursuant to this clause (m) shall
not exceed, together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses (ee) and (gg) of this Section 6.02, the greater of $10,000,000 and 15.0% of Consolidated Adjusted EBITDA as of the last
day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness for which financial statements have been made available
(or were required to be made available) pursuant to Section 5.01(a) or (b)) at any time outstanding in the aggregate,
(iii) before and after giving effect thereto, no Event of Default shall have occurred and be continuing, (iv) with respect
to any secured Indebtedness incurred pursuant to this clause (m), such Indebtedness shall comply with the conditions set
forth in subclauses (A), (C), (E) and (F) of the proviso to clause (ee) of this Section 6.02 and (v) with respect to any unsecured Indebtedness incurred pursuant to this clause (m), such Indebtedness shall comply
with the conditions set forth in subclauses (A) and (B) of the proviso to clause (gg) of this Section 6.02; *provided, further* that if such Indebtedness is secured on a *pari passu* basis with respect to
the Liens securing the Obligations, then such Indebtedness shall be subject to the MFN Adjustment;
(n)Indebtedness
owed to equity holders of any Parent Company, or to current or former employees, officers, directors, managers or consultants of any
Parent Company, Holdings, the Borrower or any Restricted Subsidiary or such employees’, officers’, directors’, managers’,
or consultants’ respective Immediate Family Members, in each case to redeem or repurchase Capital Stock from such Persons; *provided* that (x) such Indebtedness, together with any Restricted Payments made pursuant to Section 6.05(c)(iii), is in an
aggregate principal amount that does not exceed $5,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over
to the succeeding Fiscal Years) and $20,000,000 in the aggregate from the Closing Date;
(o)Indebtedness
in respect of commercial letters of credit or standby letters of credit, in each case obtained in the ordinary course of business in
an aggregate principal amount for all such letters of credit not to exceed $1,000,000 at any time outstanding;
(p)Guarantees
by Holdings or the Borrower of Indebtedness of a Non-Guarantor Subsidiary that is permitted to be incurred pursuant to Section 6.02(j);
(q)the
Borrower, Holdings and any Restricted Subsidiaries may become and remain liable for any Indebtedness which represents a Permitted Refinancing
of any Indebtedness permitted under Section 6.02(i), (m), (v), (ee)(y) or (gg)(y);
133
(r)Indebtedness
under any Hedge Agreements for the purpose of hedging risks associated with Holdings’, the Borrower’s and/or the Restricted
Subsidiaries’ operations (including, without limitation, interest rate and foreign exchange and commodities price risks) in the
ordinary course of business and not for speculative purposes;
(s)Indebtedness
in an aggregate principal amount not to exceed, when taken together with effective Liens incurred under Section 6.03(r),
the greater of $12,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the
incurrence of such Indebtedness for which financial statements have been made available (or were required to be made available) pursuant
to Section 5.01(a) or (b)) at any time outstanding; *provided*, that, the amount of Indebtedness permitted
to be incurred under this Section 6.02(s) shall be reduced by the aggregate principal amount of Indebtedness incurred
pursuant to Section 6.02(ff).
(t)Attributable
Indebtedness incurred in connection with Sale and Lease-Back Transactions, together with the aggregate principal amount of Sale and Lease-Back
Transactions permitted under Section 6.12, in an aggregate principal amount not to exceed $7,500,000 at any time outstanding;
(u)all
premiums (if any), interest (including any post-petition interest), fees, expenses, charges and contingent payments, in each case with
respect to Indebtedness otherwise permitted hereunder;
(v)Permitted
Unsecured Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt;
(w)Indebtedness
of Joint Ventures and/or any Indebtedness incurred on behalf thereof or representing guarantees of Indebtedness of Joint Ventures at
any time outstanding not to exceed the greater of $7,500,000 and 12.5% Consolidated Adjusted EBITDA as of the last day of the most recent
Fiscal Quarter prior to the incurrence of such Indebtedness for which financial statements have been made available (or were required
to be made available);
(x)to
the extent constituting Indebtedness, deferred compensation to current or former employees, officers, directors, managers or consultants
of any Parent Company, Holdings, the Borrower and the Subsidiaries incurred in the ordinary course of business or in connection with
the Transactions, any Permitted Acquisition or any other transaction permitted under this Agreement;
(y)letters
of credit, bank guarantees or similar items issued (i) in connection with workers’ compensation, unemployment insurance or
premiums related thereto and other social security obligations, pension obligations, vacation pay, health, disability or other employee
benefits, or (ii) to secure liability for reimbursement or indemnification obligations of insurance carriers providing property,
casualty, liability or other insurance and reimbursement claims or self-insurance of any Parent Company, Holdings, the Borrower or any
Restricted Subsidiary;
(z)to
the extent constituting Indebtedness, (i) contingent obligations arising under indemnity agreements to title insurance companies
to cause such title insurers to issue title insurance policies in the ordinary course of business with respect to any Real Estate Asset
of the Borrower or any Restricted Subsidiary, (ii) unfunded pension fund and other Employee Benefit Plan obligations and liabilities
to the extent that they are permitted to remain unfunded under applicable law and (iii) obligations in connection with repurchase
agreements constituting Cash Equivalents at the time such Investment was made;
134
(aa)Indebtedness
in respect of any letter of credit issued in favor of any Issuing Bank or the Swing Line Lender to support any Defaulting Lender’s
participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.26(e);
(bb)Indebtedness
in respect of any bankers’ acceptance, bank guarantees, warehouse receipt or similar facilities entered into in the ordinary course
of business;
(cc)Indebtedness
incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase
price of goods or services or progress payments in connection with such goods and services;
(dd)[reserved];
(ee)Indebtedness
of the Borrower, Holdings, or any Restricted Subsidiary secured on a *pari passu* or junior basis with respect to the Liens securing
the Obligations in an aggregate principal amount not to exceed (x) the amount permitted pursuant to clause (a) of
the definition of “Maximum Incremental Amount” plus (y) such amount that shall not cause, the Total Leverage
Ratio, on a Pro Forma Basis and after giving effect to the application of proceeds thereof, as of the last day of the most recent Fiscal
Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), to exceed 2.50:1.00; *provided* that (A) such Indebtedness has a Weighted Average Life to Maturity not shorter
than that for the Initial Term Loans (determined without giving effect to prepayments that reduce amortization); *provided*, that
such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with
long-term Indebtedness otherwise satisfying this clause (A) on terms pursuant to which such refinancing or replacement
shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the type
described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary
of the incurrence of such bridge or other credit facility, this clause (A) shall not prohibit the inclusion of customary
terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility
with such long-term Indebtedness, (B) subject to Section 1.07(g), no Event of Default shall have occurred and be continuing
or would result therefrom, (C) the stated final maturity of such Indebtedness is at least 91 days outside the Latest Maturity Date
at the time of such incurrence; *provided*, that such Indebtedness may be incurred in the form of a bridge or other interim credit
facility intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (C) on terms
pursuant to which such refinancing or replacement shall be made automatically and without any conditions precedent to such refinancing
or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement),
in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause (C) shall
not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption
of such bridge or interim credit facility with such long-term Indebtedness, (D) such Indebtedness is not guaranteed by any Person
other than the Loan Parties (or Persons that become Loan Parties in connection therewith) and is not secured by any assets of Holdings
and its Subsidiaries other than the Collateral (or assets that become Collateral in connection therewith), (E) either such Indebtedness
(x) does not contain terms (other than pricing, rate floors, discounts, fees and optional redemption provisions) materially more
restrictive (taken as a whole) on Holdings and its Subsidiaries than those contained in this Agreement or (y) includes market terms
and conditions as of the time of incurrence for first lien or junior lien secured loans or debt securities, as applicable; *provided* that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business
Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together
with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto certifying that the Borrower has determined in good faith that the terms of such Indebtedness satisfy the requirements of this clause (E) shall be conclusive evidence that such terms satisfy such requirements unless the Administrative Agent notifies
the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis upon which
it disagrees) and (F) such Indebtedness will be subject to the First Lien Intercreditor Agreement or the Junior Lien Intercreditor
Agreement, as applicable; *provided, further* that (x) if such Indebtedness is secured on a *pari passu* basis with respect
to the Liens securing the Obligations, then such Indebtedness shall be subject to the MFN Adjustment and (y) the aggregate principal
amount of such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this clause (ee) shall not exceed, together
with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses (m) and (gg) of this Section 6.02, $10,000,000 in the aggregate;
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(ff)Indebtedness
arising from or incurred in connection with any Factoring Transaction; and
(gg)unsecured
Indebtedness of the Borrower, Holdings or any Restricted Subsidiary in an aggregate principal amount not to exceed (x) the amount
permitted pursuant to clause (a) of the definition of “Maximum Incremental Amount” plus (y) such
amount as shall not cause the Total Leverage Ratio, on a Pro Forma Basis after giving effect to the application of proceeds thereof,
as of the last day of the most recently ended Test Period, to exceed 2.50:1.00; *provided* that (A) the stated final
maturity of such Indebtedness is at least 91 days outside the Latest Maturity Date at the time of such incurrence; *provided*, that
such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with
long-term Indebtedness otherwise satisfying this clause (A) on terms pursuant to which such refinancing or replacement
shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the type
described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary
of the incurrence of such bridge or other credit facility, this clause (A) shall not prohibit the inclusion of customary
terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility
with such long-term Indebtedness; (B) such Indebtedness has a Weighted Average Life to Maturity not shorter than the Initial Term
Loans (determined without giving effect to prepayments that reduce amortization); *provided*, that such Indebtedness may be incurred
in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long-term Indebtedness otherwise
satisfying this clause (B) on terms pursuant to which such refinancing or replacement shall be made automatically and
without any conditions precedent to such refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit
facility, this clause (B) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary
mandatory prepayment, repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness; (C) subject
to Section 1.07(g), no Event of Default shall have occurred and be continuing or would result therefrom; (D) if such
Indebtedness is Subordinated Indebtedness, such Indebtedness shall be subordinated to the Obligations in a manner that is either consistent
with market subordination terms as of the time of incurrence for high-yield subordinated loans or debt securities or otherwise reasonably
acceptable to the Administrative Agent; and (E) such Indebtedness (x) does not contain terms (other than pricing, rate floors,
discounts, fees and optional redemption provisions) materially more restrictive (taken as a whole) on Holdings and its Subsidiaries than
those contained in this Agreement or (y) includes then-market terms and conditions for such type of Indebtedness being incurred,
as determined by the Borrower in good faith and certified by a responsible officer of the Borrower; *provided* that the aggregate
principal amount of such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this clause (gg) shall not exceed,
together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses (m) and (ee) of this Section 6.02, $10,000,000 in the aggregate.
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For purposes of determining
compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness
denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness
was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness
is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension,
replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal
or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such
refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed
or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection
with such refinancing.
For purposes of determining
compliance with this Section 6.02, (x) the principal amount of Indebtedness outstanding under any clause of this Section 6.02 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness
and (y) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included
in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; *provided* that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred
in compliance with this Section 6.02.
The accrual of interest, the
accrual of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence
of Indebtedness for purposes of this Section 6.02. The principal amount of any non-interest bearing Indebtedness or other
discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet
of Holdings dated such date prepared in accordance with GAAP.
137
**Section 6.03***Liens*.
Neither Holdings, nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, directly or indirectly, create, incur,
assume or permit to exist any Lien on or with respect to any of its property or assets of any kind (including any document or instrument
in respect of goods or accounts receivable) of Holdings, the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired,
except:
(a)(i) Liens
granted pursuant to the Loan Documents to secure the Secured Obligations and (ii) Liens on Cash or deposits granted in favor of
the Swing Line Lender or the Issuing Bank to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit or Swing
Line Loans, respectively;
(b)Liens
for Taxes not then due or if due obligations with respect to such Taxes that are not at such time required to be paid pursuant to Section 5.03 or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;
(c)statutory
Liens and Liens arising by operation of law of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen,
workmen and materialmen, and other similar Liens imposed by law, in each case incurred in the ordinary course of business and which secure
amounts not overdue for a period of more than sixty days or if more than sixty days overdue, are unfiled (or if filed have been discharged
or stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings;
(d)Liens
incurred (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance or premiums
related thereto and other types of social security obligations, pension obligations, vacation pay, health, disability or other employee
benefits, (ii) in the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay and
appeal bonds, bids, licenses, leases, government contracts, trade contracts, performance and return-of-money bonds, completion guarantees
and other similar obligations (exclusive of obligations for the payment of borrowed money), (iii) in respect of pledges and deposits
in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance carriers providing
property, casualty, and liability or other insurance and reimbursement claims or self-insurance to any Parent Company, Holdings, the
Borrower and the Restricted Subsidiaries and (iv) in respect of deposits or pledges to secure letters of credit, bank guarantees,
or similar items posted to support the payment of items in the foregoing clauses (i) through (iii);
(e)exceptions
that would be listed in a title policy with respect to any Real Estate Asset, and any other easements, rights-of-way, restrictions, encroachments,
and other minor defects or irregularities in title, individually or in the aggregate, which do not and could not reasonably be expected
to have a Material Adverse Effect on Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, and the value, use and
occupancy of the Real Estate Asset thereof, including licenses, easements, rights-of-way and rights in the nature of easements for railways,
sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and water mains or electric light and power or telephone and telegraph
conduits, poles, wires and cables;
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(f)any
(i) interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license permitted hereunder, (ii) landlord
liens permitted by the terms of any lease, (iii) restriction or encumbrance that the interest or title of such lessor, sublessor,
licensor or sublicensor may be subject to (including ground leases) or (iv) subordination of the interest of the lessee or sublessee,
licensee or sublicensee under such lease or license to any restriction or encumbrance referred to in the preceding clause (iii);
(g)Liens
solely on any Cash or Cash Equivalent earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in
connection with any letter of intent or purchase agreement permitted hereunder or to secure any letter of credit, bank guaranty or similar
obligation issued in respect thereof;
(h)purported
Liens evidenced by the filing of precautionary UCC or similar filings or notices relating solely to operating leases, consignment arrangements
or bailee arrangements entered into in the ordinary course of business;
(i)Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation
of property in the ordinary course of business;
(j)any
zoning, building or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use or dimensions
of any Real Estate Asset or structure thereon, in each case which does not and could not reasonably be expected to have a Material Adverse
Effect on Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, including official plans, zoning and building by-laws,
restrictive covenants and other land use limitations, public or private, and other restrictions as to the use of any Real Estate Asset;
(k)to
the extent that such Liens do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary
or preclude any use of the applicable property for its intended purpose (i) licenses or sublicenses of Intellectual Property rights
granted by Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business or to Holdings, the Borrower or any
Restricted Subsidiary and (ii) leases or subleases granted by Holdings, the Borrower or any Restricted Subsidiary to third parties
in respect of property that Holdings reasonably determines is not necessary to the operation of the business in the ordinary course of
business;
(l)Liens
described in Schedule 6.03(l) and any modifications, replacements, renewals or extensions thereof; *provided* that
(i) such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien or financed by Indebtedness permitted under Section 6.02 and (B) proceeds and
products thereof and (ii) to the extent securing Indebtedness, the modification, renewal, extension or refinancing of the Indebtedness
or other obligations secured or benefited by such Liens is permitted by Section 6.02;
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(m)(i) Liens
securing Indebtedness permitted pursuant to Section 6.02(l); *provided* that any such Lien shall encumber only the asset
acquired with the proceeds of such Indebtedness (and after acquired property, the proceeds and products thereof and accessions or additions
thereto and other assets also financed by the same counterparty or its affiliate) and (ii) Liens securing Permitted Refinancing
Indebtedness in respect of Indebtedness permitted pursuant to Section 6.02(l); *provided* that any such Lien does not
extend to any asset not covered by the Lien securing the Indebtedness that is refinanced (except for after acquired property, the proceeds
or products thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its affiliate);
(n)(i) Indebtedness
incurred pursuant to Section 6.02(m) may be secured by Liens on the assets of the newly acquired Subsidiary; *provided* that such Indebtedness was not created in contemplation of the acquisition of such assets or Subsidiary by Holdings, the Borrower
or any Restricted Subsidiary and (ii) Liens securing Indebtedness incurred pursuant to Section 6.02(q) (solely
with respect to the Permitted Refinancing of Indebtedness permitted pursuant to Section 6.02(m)); *provided* that such
Lien shall not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and the proceeds or products
thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its affiliate;
(o)Liens
(i) that are contractual rights of setoff relating to the establishment of depositary relations with banks not given in connection
with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted
Subsidiary to permit satisfaction of overdraft, cash management or similar obligations incurred in the ordinary course of business of
Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with
customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;
(p)Liens
securing Indebtedness permitted pursuant to Section 6.02(i) or other obligations, in each case outstanding immediately
prior to the Closing Date and any modifications, replacements, renewals, refinancings or extensions thereof; *provided* that (i) the
Lien does not extend to any additional property other than (A) after acquired property covered by such Lien, (B) the proceeds
or products thereof and (C) accessions or additions thereto and (ii) the renewal, extension or refinancing of the obligations
secured or benefited by such Liens, which to the extent constituting Indebtedness, is permitted by Section 6.02;
(q)Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar
agreements entered into in the ordinary course of business of Holdings and its Restricted Subsidiaries;
(r)other
Liens on assets securing Indebtedness in an aggregate principal amount at any time outstanding not to exceed, when taken together with
any outstanding Indebtedness incurred under Section 6.02(s), the greater of $12,000,000 and 20.0% of Consolidated Adjusted
EBITDA as of the last day of the most recent Fiscal Quarter prior to the granting of such Lien for which financial statements have been
made available (or were required to be made available) pursuant to Section 5.01(a) or (b)); *provided*,
that, the amount of Liens permitted to be incurred under this Section 6.03(r) shall be reduced by the aggregate principal
amount of Liens incurred pursuant to Section 6.03(aa);
140
(s)Liens
securing judgments for the payment of money not constituting an Event of Default under Section 7.01(h);
(t)leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business which do not secure any Indebtedness for borrowed
money;
(u)Liens
on property of any Non-Guarantor Subsidiary, which Liens secure Indebtedness of Non-Guarantor Subsidiaries permitted under Section
6.02;
(v)Liens
(i) (x) securing Indebtedness permitted to be incurred pursuant to Section 6.02(m) or (y) otherwise
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary
in each case after the date hereof; *provided* that, in the case of clause (i)(y), (1) such Lien was not created in contemplation
of such acquisition or such Person becoming a Subsidiary and (2) such Lien does not extend to or cover any other assets or property
(other than (A) after acquired property, (B) the proceeds or products thereof, (C) accessions or additions thereto and
(D) other assets also financed by the same counterparty or its affiliates) and (ii) any modification, refinancing, replacement,
extension or renewal thereof in connection with the refinancing, modification, refinancing, replacement, extension or renewal of the
obligations or Indebtedness secured thereby which is permitted or not restricted hereunder;
(w)(i) Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of property and bailment arrangements
entered into by Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement and
(ii) Liens arising by operation of law under Article 2 of the UCC (and any similar provision or any other Requirements of Law)
in favor of a seller or buyer of goods;
(x)Liens
placed on the Capital Stock of any non-wholly-owned Subsidiary or Joint Venture in the form of a transfer restriction, purchase option,
call or similar right of a third-party Joint Venture partner;
(y)Liens
on the Collateral securing Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted
Refinancing of the foregoing; *provided* that (x) any such Liens securing any Permitted First Priority Refinancing Debt or
any Permitted Refinancing thereof are subject to the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted
Second Priority Refinancing Debt or any Permitted Refinancing thereof are subject to the Junior Lien Intercreditor Agreement;
(z)(i) Liens
securing Indebtedness incurred pursuant to Section 6.02(ee) and (ii) Liens securing Indebtedness incurred pursuant to Section 6.02(q) (solely with respect to the Permitted Refinancing of Indebtedness permitted pursuant to Section 6.02(ee)); *provided* that such Lien shall not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and
the proceeds or products thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its
affiliate; *provided* that (x) any such Liens are subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor
Agreement, as applicable, (y) the Total Leverage Ratio shall not exceed 2.50:1.00;
141
(aa)Liens
created or deemed to be created in respect of Factoring Assets sold, pledged or otherwise transferred in connection with a Factoring
Transaction permitted by this Agreement;
(bb)any
conditions that may be shown by a current, accurate survey which do not materially interfere with the conduct of the business of Holdings
and the Subsidiaries with respect to any Real Estate Asset;
(cc)Liens
securing letters of credit permitted pursuant to Section 6.02(o);
(dd)Liens
(i) on advances of Cash or Cash Equivalents in favor of the seller of any property to be acquired in a Permitted Acquisition or
an Investment permitted pursuant to Section 6.08 to be applied against the purchase price for such Investment (or to secure
letters of credit, a bank guaranty or similar obligation issued in respect thereof), and (ii) consisting of an agreement to dispose
of any property in a disposition permitted under Section 6.09;
(ee)Liens
encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts,
securities accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(ff)Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect to such insurance policies not prohibited
hereunder;
(gg)Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 6.08; *provided* that
such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
(hh)to
the extent constituting a Lien, the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit
held by Holdings, the Borrower or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise,
grant or permit or to require periodic payments as a condition to the continuance thereof;
(ii)undetermined
or inchoate Liens, rights of distress and charges incidental to current operations which have not at such time been filed or exercised,
or which relate to obligations not due or payable or if due, the validity of which is being contested diligently and in good faith by
appropriate proceedings;
(jj)reservations,
limitations, provisos and conditions expressed in any original grant from any Governmental Authority or other grant of real or immovable
property or interests therein;
(kk)Liens
on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee
or bankers’ acceptance issued or created for the account of the Borrower or any Restricted Subsidiary in the ordinary course of
business; *provided* that such Lien secures only the obligations of the Borrower or such Restricted Subsidiary in respect of such
letter of credit, bank guarantee or bankers’ acceptance to the extent permitted under this Agreement;
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(ll)Liens
consisting of royalties payable with respect to any asset or property of the Borrower or any Restricted Subsidiary;
(mm)statutory
Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of obligations of Holdings
or any of the Restricted Subsidiaries in the ordinary course of business under Environmental Laws to which Holdings or any of its Restricted
Subsidiaries or any assets of Holdings or any of the Restricted Subsidiaries is subject;
(nn)security
given to a public utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the
operations of the Borrower or any Restricted Subsidiary in the ordinary course of its business;
(oo)[reserved];
(pp)Liens
arising out of Sale and Lease-Back Transactions permitted by Section 6.02(t); and
(qq)Liens
securing Indebtedness among Holdings and its Restricted Subsidiaries (other than Liens granted by a Loan Party in favor of a Non-Guarantor
Subsidiary).
The expansion of Liens by virtue
of accretion or amortization of original issue discount, the payment of dividends in the form of Indebtedness, and increases in the amount
of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence
of Liens for purposes of this Section 6.03.
**Section 6.04***No
Further Negative Pledges*. None of Holdings, the Borrower or any Restricted Subsidiary shall enter into any agreement prohibiting
the creation or assumption of any Lien upon any of its properties or assets to secure the Obligations, whether now owned or hereafter
acquired, except with respect to:
(a)specific
property (including the Capital Stock of any Restricted Subsidiary) (i) encumbered to secure payment of particular Indebtedness
or (ii) to be sold pursuant to an executed agreement with respect to a permitted disposition pursuant to Section 6.09;
(b)restrictions
contained in agreements with respect to Indebtedness incurred by Non-Guarantor Subsidiaries in accordance with this Agreement (*provided* that such restrictions are limited to the property or assets of such Non-Guarantor Subsidiary and its Subsidiaries that are Restricted
Subsidiaries);
(c)restrictions
contained in this Agreement and the other Loan Documents;
(d)restrictions
by reason of customary provisions restricting assignments, subletting, sublicensing or other transfers contained in leases, licenses
and similar agreements entered into in the ordinary course of business (*provided* that such restrictions are limited to the property
or assets secured by such Liens, the property or assets subject to such leases, licenses or similar agreements, or restrict the assignment,
subletting, sublicensing or other transfer of rights under the lease, license or similar agreement itself, as the case may be);
143
(e)Liens
permitted to be incurred under Section 6.03 and restrictions in the agreements relating thereto that limit the right of Holdings,
the Borrower or any Restricted Subsidiary to dispose of or transfer the assets subject to such Liens;
(f)provisions
limiting the disposition or distribution of assets or property in Joint Venture agreements, sale-leaseback agreements, stock sale agreements
and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(g)any
encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to
the property so acquired and was not created in connection with or in anticipation of such acquisition;
(h)restrictions
imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, Joint Venture
agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company,
Joint Venture or similar Person;
(i)restrictions
on Cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;
(j)restrictions
in any one or more agreements governing Indebtedness entered into after the Closing Date that contain encumbrances and other restrictions
that are, taken as a whole, in the good faith judgment of the Borrower, (i) no more restrictive in any material respect, when taken
as a whole, with respect to Holdings, the Borrower or any Restricted Subsidiary than those encumbrances and other restrictions that are
in effect on the Closing Date pursuant to agreements and instruments in effect on the Closing Date (including this Agreement ) and (ii) in
the case of Credit Agreement Refinancing Indebtedness, consistent with the definition thereof;
(k)restrictions
that are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered
into in contemplation of such Person becoming a Subsidiary;
(l)negative
pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.02 but solely to the extent
any negative pledge relates to the property financed by or secured by such Indebtedness;
(m)restrictions
and conditions existing on the Closing Date identified on Schedule 6.04 and any amendments or modifications thereto so long
as such amendment or modification does not expand the scope of any such restriction or condition in any material respect;
(n)restrictions
imposed by Requirements of Law; and
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(o)customary
restrictions and conditions contained in agreements relating to Factoring Transactions permitted hereunder; provided that such
restrictions and conditions apply only to the Factoring Assets that are subject to such Factoring Transaction.
**Section 6.05***Restricted
Payments*. Neither Holdings, the Borrower nor any Restricted Subsidiary shall declare or pay any dividend or distribution (other
than Restricted Payments payable solely in Qualified Capital Stock of the Person making such Restricted Payment) on any Capital Stock
of Holdings, the Borrower or the Restricted Subsidiaries, whether now or hereafter outstanding, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of,
any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, whether now or hereafter outstanding, or pay any management
or similar fees to the Sponsor or any holders of the Capital Stock of Holdings or any of their respective Affiliates, or make any other
distribution in respect of any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, either directly or indirectly,
whether in cash or property or in obligations of Holdings, the Borrower or the Restricted Subsidiaries (collectively, “Restricted
Payments”), except that:
(a)each
Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted
Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Capital
Stock of such Restricted Subsidiary based on their relative ownership interests of such Capital Stock);
(b)each
of Holdings and the Borrower may make Restricted Payments:
(i)to
the extent necessary to permit Holdings (or any Parent Company) to pay operating costs in the ordinary course, general administrative
costs and expenses (including other corporate overhead, administrative, legal, accounting or similar expenses), franchise and similar
taxes to maintain its corporate existence, fees and expenses related to debt and equity offerings (whether or not successful) and indemnification
claims of employees, directors, officers, managers or consultants of Holdings (or any Parent Company), in each case attributable to the
ownership and operations of the Borrower and the Restricted Subsidiaries; *provided* that the aggregate amount of Restricted Payments
made pursuant to this Section 6.05(b)(i) shall not exceed $5,000,000 in any Fiscal Year,
(ii)(A) for
so long as the Borrower is classified as a corporation for U.S. federal income tax purposes and it is a member of a consolidated, combined
or similar tax group for U.S. federal, state and local income tax purposes of which Holdings or any Parent Company is the common parent,
Holdings and the Borrower may make distributions so that the common parent of the consolidated group can pay the U.S. federal, state,
and local income taxes of such group solely to the extent that such income taxes are attributable to the income of the Borrower and its
Subsidiaries, and (B) for so long as the Borrower is classified as a disregarded entity or a partnership for U.S. federal income
tax purposes, to the extent necessary to permit Holdings (or any Parent Company) to pay its U.S. federal, state and local income tax
liabilities attributable to the income of the Borrower; *provided* that in each case the amount of such payments with respect to
any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of such
U.S. federal, state and local income taxes for such fiscal year had the Borrower and its Subsidiaries been a stand-alone corporate taxpayer
or stand-alone group (separate from any such direct or indirect parent company of the Borrower); *provided further* that Restricted
Payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted
Subsidiary to the Borrower or a Restricted Subsidiary for such purpose,
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(iii)the
proceeds of which shall be used by Holdings to finance (or to make a Restricted Payment to any Parent Company to finance) any Investment
permitted to be made pursuant to Section 6.08 (other than Section 6.08(q)); *provided* that (A) such
Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment, (B) in the case
of a Permitted Acquisition, Holdings, the Borrower or the applicable Parent Company thereof shall, immediately following the closing
or consummation thereof, cause (1) all property acquired (whether assets or Capital Stock) to be contributed to the Borrower or
a Restricted Subsidiary upon receipt of such contribution or (2) the merger, amalgamation or consolidation (to the extent permitted
in Section 6.09) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such
Permitted Acquisition, in each case, in accordance with the requirements of Section 5.11 and (C) no proceeds received
by the Borrower or any of the Restricted Subsidiaries shall increase the Available Amount or amounts permitted to be paid pursuant to Section 6.05(c)(ii) or (d), Section 6.06(d) or Section 6.08(h) or (q);
(iv)the
proceeds of which shall be used by Holdings to make (or to make a Restricted Payment to any Parent Company to enable it to make) Cash
payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible
into or exchangeable for Capital Stock of Holdings or such Parent Company; and
(v)the
proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to any Parent Company to enable it to pay) salary,
bonus and other benefits payable to current or former employees, directors, officers, managers or consultants of Holdings (or any Parent
Company) to the extent such salaries, bonuses and other benefits (or the portion thereof payable with Restricted Payments from the Borrower)
are directly attributable to the ownership and operations of the Borrower and the Restricted Subsidiaries,
(c)the
Borrower may make Restricted Payments to Holdings (or any Parent Company) to allow such Person to repurchase or retire for value Capital
Stock of Holdings (or any Parent Company) held by any future, present or former employee, director, officer, manager or consultant (or
any Controlled Investment Affiliate or Immediate Family Member of any of the foregoing) of Holdings (or any Parent Company), the Borrower
or any Restricted Subsidiary upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant
to any employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription
or shareholder agreement) with any future, present or former employee, director, officer, manager or consultant of Holdings (or any Parent
Company), the Borrower or any Restricted Subsidiary (i) in exchange for notes issued pursuant to Section 6.02(n), (ii) with
the amount of any Net Proceeds received by or contributed to the Borrower from the issuance and sale after the Closing Date of Qualified
Capital Stock of Holdings (or any Parent Company) to officers, directors or employees of Holdings or its Restricted Subsidiaries that
have not been used to make any repurchases, redemptions or payments under this clause (c) or Section 6.06(d) or
Investments pursuant to Section 6.08(h) or (q), and to the extent not included in the Available Amount, or (iii) in
exchange for Cash and Cash Equivalents, in the case of this clause (c)(iii), in an amount not to exceed, together with all
Indebtedness incurred pursuant to Section 6.02(n), the sum of (x) $10,000,000 in any Fiscal Year (with unused amounts
in any Fiscal Year being carried over to the succeeding Fiscal Years) and $40,000,000 in the aggregate from the Closing Date to the date
of determination *plus* (y) the amount of any keyman life insurance policies received by the Borrower and the Restricted Subsidiaries
that have not been used to make any repurchases, redemptions or payments under this paragraph (c);
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(d)(i) each
of Holdings and the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance
of Qualified Capital Stock of Holdings, the Borrower or any Parent Company (other than issuances to a Restricted Subsidiary, any Excluded
Contribution, any issuance included in the Available Amount or the proceeds of which are applied to a payment or redemption pursuant
to Section 6.05(c)(ii) or Section 6.06(d) or an Investment pursuant to Section 6.08(h) or (q)) and in the case of Restricted Payments by the Borrower, to the extent such proceeds were contributed as Qualified Capital
Stock to the Borrower and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings
and the Borrower may make Restricted Payments with the proceeds of Excluded Contributions;
(e)so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, with respect to dividends and
distributions only, and the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which
financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 2.50:1.00, the Borrower may make Restricted Payments to Holdings to permit Holdings to make, and Holdings
may make, Restricted Payments to holders of Capital Stock of Holdings with the proceeds of such Restricted Payment; *provided* that
the aggregate amount of Restricted Payments by the Borrower to Holdings under this Section 6.05(e) shall not at any
time exceed the Available Amount at such time;
(f)so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, other Restricted Payments in an
aggregate amount not to exceed the greater of $12,500,000 and 20.0% Consolidated Adjusted EBITDA as of the last day of the most recent
Fiscal Quarter for which financial statements have been made available (or were required to be made available);
(g)so
long as no Event of Default shall have occurred and be continuing or be caused thereby on the date of declaration, each of Holdings and
the Borrower may pay an annual dividend (or pay a dividend to any Parent Company to make a dividend) following an initial public offering
of the Borrower (or any Parent Company) of no greater than 7.0% *per annum* of the net proceeds received in such initial public
offering and contributed to the Borrower (other than to the extent constituting Excluded Contributions);
147
(h)each
of Holdings, the Borrower and the Restricted Subsidiaries may make Restricted Payments necessary to (i) consummate the Transactions
and (ii) in connection with the payment of the Closing Date Dividend;
(i)to
the extent constituting Restricted Payments, transactions expressly permitted by Section 6.08 (other than Section 6.08(u)), Section 6.09 (other than Section 6.09(t)) or Section 6.10 (other than Sections 6.10(a), (e), (g), (h)., (l), (o), (p) and (q)) shall be permitted;
(j)repurchases
of Capital Stock in Holdings (or any Parent Company thereof), the Borrower or any Subsidiary deemed to occur upon exercise of stock options
or warrants shall be permitted if such Capital Stock represents a portion of the exercise price of such options or warrants;
(k)payments
in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any
Controlled Investment Affiliate or Immediate Family Member of any of the foregoing) relating to their acquisition of, or exercise of
options relating to, Capital Stock of Holdings (or any Parent Company), shall be permitted;
(l)the
Borrower, Holdings or any Restricted Subsidiary may make payments of compensation (other than the compensation referred to in Section 6.05(c))
to current or former employees, directors, officers, managers and consultants in the ordinary course of business;
(m)Restricted
Payments may be made pursuant to this Section 6.05 within sixty days after date of declaration of any such Restricted Payment
if such Restricted Payment was permitted on the date of declaration thereof;
(n)the
Borrower and any Restricted Subsidiary may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, AHYDO
Catch-Up Payments relating to any Indebtedness;
(o)Holdings
and its Restricted Subsidiaries may redeem, repurchase, retire or otherwise acquire, in each case for nominal value per right, of any
rights granted to all holders of Capital Stock of Holdings (or any Parent Company) or the Borrower pursuant to any stockholders’
rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics;
(p)Holdings
and its Restricted Subsidiaries may make Restricted Payments to dissenting stockholders pursuant to applicable law in connection with
any merger, amalgamation, consolidation or transfer of all or substantially all of Holdings’ and its Restricted Subsidiaries’
assets that complies with the terms of this Agreement;
(q)Holdings
and its Restricted Subsidiaries may make payments in accordance with Section 6.10(r);
(r)so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower may make Restricted
Payments (and Holdings may itself make Restricted Payments) so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last
day of the most recently ended Test Period, shall not exceed 2.25:1.00; and
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(s)the
Borrower and its Restricted Subsidiaries may make Restricted Payments arising from agreements providing for indemnification, reimbursement,
adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement,
contingent earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales
or purchases of assets, in each case, not prohibited hereunder;
**Section 6.06***Cash
Payments on Junior Financing*. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiaries to, declare,
order, pay, make or set apart, any Cash sum for any payments with respect to any Junior Financing, or in each case any Permitted Refinancing
thereof, except that:
(a)Holdings,
the Borrower or any Restricted Subsidiary may make regularly scheduled payments of interest, fees and indemnification obligations, expense
reimbursements, principal payments at maturity, prepayment premiums and default interest in respect of any Junior Financing in accordance
with any applicable intercreditor agreement; *provided* that if such Junior Financing is Subordinated Indebtedness, such payment
is in accordance with the terms of the subordination provisions contained in the indenture or other agreement pursuant to which such
Subordinated Indebtedness (including intercompany Subordinated Indebtedness) was issued as such indenture or other agreement may be amended
from time to time to the extent permitted under Section 6.14;
(b)[reserved];
(c)Holdings,
the Borrower or any Restricted Subsidiary may make prepayments in connection with a refinancing of any Junior Financing permitted under Section 6.02;
(d)(i) the
Borrower may make payments with the proceeds of, or conversions to, Qualified Capital Stock of Holdings (or any Parent Company) and with
the proceeds of contributions to the capital of, or from the issuances of Qualified Capital Stock of the Borrower (other than any Excluded
Contribution, any issuances to a Restricted Subsidiary, and any issuance included in the Available Amount or the proceeds of which are
applied to a payment or redemption pursuant to Section 6.05(c)(ii) or an Investment pursuant to Section 6.08(h) or (q)) and (ii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings
and the Borrower may make payments with the proceeds of Excluded Contributions;
(e)[reserved];
(f)Holdings,
the Borrower or any Restricted Subsidiary may make other payments of any Junior Financing as a result of a “change of control”
or Disposition so long as, in the case of a Disposition, any rights of the holders thereof upon such Disposition shall be subject to
the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments
and the expiration, cancellation, termination or Cash Collateralization of any Letters of Credit in accordance with the terms of this
Agreement;
(g)Holdings,
the Borrower and the Restricted Subsidiaries may make other Cash payments with respect to any Junior Financing in an aggregate amount
not to exceed the Available Amount at such time so long as (i) no Event of Default shall have occurred and be continuing or would
otherwise result therefrom and (ii) so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent
Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or Section 5.01(b), shall not exceed 2.50:1.00;
149
(h)so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings, the Borrower and the
Restricted Subsidiaries may make Cash payments with respect to any Junior Financing in an aggregate amount not to exceed the greater
of $3,000,000 and 5.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such payment for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b));
(i)so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings, the Borrower and the
Restricted Subsidiaries may make other Cash payments with respect to any Junior Financing so long as the Total Leverage Ratio, on a Pro
Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required
to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 2.25:1.00;
(j)Holdings
and the Restricted Subsidiaries may make AHYDO Catch-Up Payments relating to any Junior Financing; and
(k)to
the extent they constitute a Junior Financing, the Borrower and the Restricted Subsidiaries may pay obligations arising from agreements
providing for indemnification, reimbursement, adjustment of purchase price, deferred purchase price, payment obligations in respect of
any non-compete, consulting or similar arrangement, contingent earnout obligations or similar obligations, incurred in connection with
Dispositions, Permitted Acquisitions or other sales or purchases of assets, in each case, not prohibited hereunder.
**Section 6.07***[Reserved]*.
**Section 6.08***Investments*.
Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiaries to, make or hold any advance, loan, extension
of credit (by way of guarantee or otherwise) or capital contribution to, or purchase or hold any Capital Stock, bonds, notes, debentures
or other debt securities of any Person, or purchase or otherwise acquire (in one transaction or a series of related transactions) of
all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business
or division of such Person (all of the foregoing, “Investments”), except:
(a)accounts
receivable or notes receivable arising from extensions of trade credit granted in the ordinary course of business;
(b)Investments
in Cash and Cash Equivalents;
(c)loans
and advances to employees, officers and directors of Holdings, the Borrower and any Restricted Subsidiaries (i) in the ordinary
course of business and consistent with past practice for business related travel expenses, moving expenses and other similar expenses
and (ii) for other bona fide business purposes in an aggregate amount for Holdings, the Borrower and the Restricted Subsidiaries
not to exceed $7,500,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such
Investment for which financial statements have been made available (or were required to be made available) at any one time outstanding;
150
(d)Investments
made by the Borrower and the Restricted Subsidiaries with the Net Proceeds of any Asset Sale or Net Insurance/Condemnation Proceeds to
the extent such proceeds are applied in accordance with Section 2.13(c);
(e)Investments
(i) among Holdings, the Borrower and the Subsidiary Guarantors (including any newly created Subsidiary that becomes a Subsidiary
Guarantor) and (ii) by any Non-Guarantor Subsidiary in any Loan Party (other than loans or advances, unless the Indebtedness in
respect thereof is subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent);
(f)subject
to Section 1.07(g), Investments by the Borrower, Holdings or any Subsidiary Guarantors in any Non-Guarantor Subsidiary
in an aggregate outstanding amount not to exceed, together with the aggregate outstanding amount of Investments made pursuant to clause (h)(iii) of
this Section 6.08, the greater of $7,500,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent
Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available)
pursuant to Section 5.01(a) or (b)) in the aggregate; and any modification, replacement, renewal, reinvestment
or extension thereof (*provided* that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.08);
(g)Investments
required in connection with a Factoring Transaction permitted pursuant to this Agreement;
(h)acquisitions
by the Borrower, Holdings or any Restricted Subsidiary of all or substantially all of the outstanding Capital Stock or assets (including
a division or line of business) of Persons in any transaction or series of related transactions (each a “Permitted Acquisition”); *provided* that, subject to Section 1.07(g), (i) no Default or Event of Default has occurred or is continuing;
(ii) after giving effect to such Permitted Acquisition, the Loan Parties are in compliance with Section 6.11, (iii) unless
such acquired Persons and their Subsidiaries become Non-Guarantor Subsidiaries and pledge their assets as, and to the extent, required
by Section 5.11, the aggregate consideration (excluding proceeds of any consideration paid in Qualified Capital Stock) or
consideration paid with the Available Amount paid by the Borrower and the Non-Guarantor Subsidiaries in respect of all such Permitted
Acquisitions shall not exceed, together with the aggregate outstanding amount of Investments made pursuant to clause (f) of
this Section 6.08, the greater of $7,500,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent
Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available)
pursuant to Section 5.01(a) or (b)) in the aggregate during the term of this Agreement and (iv) the Total
Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements have been made
available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 2.75:1.00.
151
(i)Investments
in Joint Ventures and Similar Businesses in an aggregate amount at any time outstanding not to exceed the greater of $7,500,000 and 12.5%
Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available
(or were required to be made available);
(j)Investments
by any Non-Guarantor Subsidiaries or Foreign Subsidiaries in any other Non-Guarantor Subsidiaries or Foreign Subsidiaries;
(k)Investments
by the Borrower and Subsidiary Guarantors constituting a capital contribution or other transfer of Capital Stock in any Foreign Subsidiary
in connection with a Disposition permitted under Section 6.09(r);
(l)loans
and advances to employees, officers and directors of Holdings, the Borrower and any Restricted Subsidiaries to the extent used to acquire
Capital Stock of Holdings and to the extent such transactions are cashless;
(m)Investments
in the ordinary course of business consisting of prepaid expenses and endorsements of negotiable instruments for collection or deposit;
(n)Investments
received in settlement of amounts due to the Borrower and the Restricted Subsidiaries effected in the ordinary course of business or
owing to the Borrower and the Restricted Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the foreclosure
or enforcement of any Lien in favor of the Borrower and the Restricted Subsidiaries;
(o)Investments
in existence or contemplated on the Closing Date and described in Schedule 6.08 and any modification, replacement, renewal,
reinvestment or extension thereof (*provided* that the amount of the original Investment is not increased except as otherwise permitted
by this Section 6.08), and any Investments, loans and advances existing on the Closing Date by Holdings, the Borrower or
any Restricted Subsidiary in or to the Borrower or any other Restricted Subsidiary;
(p)Investments
of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Borrower
or any Restricted Subsidiary (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation
of such Person becoming a Restricted Subsidiary or of such consolidation, amalgamation or merger;
(q)(i) Investments
paid for with consideration which consists of (A) Capital Stock of Holdings or any Parent Company (other than Disqualified Capital
Stock) or (B) the proceeds of a substantially contemporaneous issuance or sale of Capital Stock of Holdings (other than Disqualified
Capital Stock), or a substantially contemporaneous contribution of Cash to Holdings, in each case, to the extent the Net Proceeds thereof
(if any), or such Cash shall be, as applicable, contributed to the Borrower and used by the Borrower or any Restricted Subsidiary for
such Investment or such Investment shall be contributed to the Borrower (other than issuances to a Restricted Subsidiary, any Excluded
Contribution, any issuance included in the Available Amount or the proceeds of which are applied to a payment or redemption pursuant
to Section 6.05(d), 6.06(d) or an Investment pursuant to Section 6.08(h)) and (ii) so long as
no Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower may make Investment with the
proceeds of Excluded Contributions;
152
(r)Guarantees
by Holdings of the obligations of the Borrower or any Restricted Subsidiary of leases (other than Capital Leases) or of other obligations
that do not constitute Indebtedness, in each case entered into in the ordinary course of business;
(s)Guarantees
permitted by Section 6.02 (other than Sections 6.02(c) or (h));
(t)Investments
resulting from the receipt of non-Cash consideration received in connection with Dispositions permitted by Section 6.09;
(u)loans
and advances to Holdings or any Parent Company in lieu of and not in excess of the amount of (after giving effect to any other loans
or advances under this paragraph (u)) Restricted Payments permitted to be made to Holdings or such Parent Company in accordance
with Section 6.05 (with all such loans and advances reducing the amount of corresponding Restricted Payments available under Section 6.05);
(v)so
long as (i) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (ii) after giving
effect thereto the Loan Parties are in compliance with the Financial Covenant on a Pro Forma Basis as of the last day of the most recent
Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available)
pursuant to Sections 5.01(a) and (b), Holdings and the Restricted Subsidiaries may make Investments in an amount
not to exceed the Available Amount at the time of any such Investment;
(w)advances
of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements
of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans
and arrangements in the ordinary course of business;
(x)deposits
in the ordinary course of business to secure the performance of operating leases or utility contracts, or in connection with obligations
in respect of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases, government contracts, trade contracts,
performance and return-of-money bonds, completion guarantees and other similar obligations (exclusive of obligations for the payment
of money) incurred in the ordinary course of business;
(y)Investments
consisting of licensing, sub-licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons
in the ordinary course of business;
(z)Investments
consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses,
sublicenses, leases or subleases of Intellectual Property in the ordinary course of business;
(aa)*de
minimis* Investments made in connection with the incorporation or formation of any newly created Restricted Subsidiary; *provided* that any amounts in excess of such *de minimis* Investments in any such Restricted Subsidiary must be permitted under this Section 6.08 other than under this paragraph (aa);
153
(bb)Investments
consisting of Hedge Agreements permitted under Section 6.02(r);
(cc)in
addition to Investments otherwise expressly permitted by this Section 6.08 and so long as no Event of Default shall have
occurred and be continuing or would otherwise result therefrom, Investments by the Borrower and the Restricted Subsidiaries in an
aggregate outstanding amount (valued at cost) not to exceed the greater of (x) $15,000,000 and (y) 25.0% of Consolidated Adjusted
EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial statements have been made available
(or were required to be made available) pursuant to Section 5.01(a) or (b) and any modification, replacement,
renewal, reinvestment or extension thereof (*provided* that the amount of the original Investment is not increased except as otherwise
permitted by this Section 6.08);
(dd)so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower and the Restricted
Subsidiaries may make additional Investments so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most
recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 3.00:1.00;
(ee)the
Borrower and its Restricted Subsidiaries may make Investments to the extent necessary for such Restricted Subsidiary or the Borrower
to make capital expenditures in any Restricted Subsidiary or the Borrower; and
(ff)Investments
made by Holdings, the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary not to exceed the greater of (x) $7,500,000
and (y) 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)); *provided* that any Investment in or to any Unrestricted Subsidiary shall only be permitted to be made pursuant to
this clause (ff).
For purposes of covenant
compliance with this Section 6.05, the amount of any Investment shall be the amount actually invested, without adjustment
for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise
received in cash in respect of such Investment.
**Section 6.09***Fundamental
Changes; Disposition of Assets*. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiary to, enter
into any transaction of merger, amalgamation or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any
kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except:
(a)any
Restricted Subsidiary of Holdings may be merged, amalgamated or consolidated with or into the Borrower or any Subsidiary Guarantor, or
be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of, in one transaction or
a series of transactions, to the Borrower or any Subsidiary Guarantor (and ratably to any other shareholder); *provided*, in the
case of such a merger, amalgamation or consolidation, the Borrower or such Subsidiary Guarantor, as applicable, shall be the continuing
or surviving Person and the Lien on and security interest in such Collateral granted or to be granted in favor of the Collateral Agent
under the Collateral Documents shall be maintained or created in accordance with, and to the extent required by, Section 5.11;
154
(b)(i) any
Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary, or
be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of, in one transaction or
a series of transactions, to the Borrower or any Restricted Subsidiary and (ii) any Immaterial Subsidiary may be liquidated, wound
up or dissolved, or all or any part of its business, property or assets may be Disposed of;
(c)any
Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the Lenders; *provided* that if a Subsidiary Guarantor liquidates
or dissolves in accordance with this Section 6.09(c), (i) all or substantially all of its assets shall be transferred
to, or otherwise assumed by, the Borrower or another Subsidiary Guarantor and (ii) no Event of Default shall have occurred and be
continuing at such time;
(d)any
Restricted Subsidiary may merge, amalgamate or consolidate with any other Person (including any Non-Guarantor Subsidiary or any Unrestricted
Subsidiary) in order to effect an Investment permitted pursuant to Section 6.08;
(e)so
long as no Default exists or would result therefrom, Holdings or the Borrower may (i) merge, amalgamate or consolidate with any
other Person; *provided* that Holdings or the Borrower, as applicable, shall be the continuing or surviving entity or the continuing
or surviving Person shall expressly assume the obligations of Holdings or the Borrower, as applicable, under the Loan Documents in a
manner reasonably acceptable to the Administrative Agent or (ii) change its legal form if Holdings or the Borrower, as applicable,
determines in good faith that such action is in the best interests of Holdings or the Borrower, as applicable; *provided* that (i) such
change does not materially impair any rights or privileges of the Lenders or any Agent under any Loan Document and (ii) in each
case, the continuing or surviving entity shall be an entity organized under the laws of the United States;
(f)so
long as no Default exists or would result therefrom, (i) Holdings may merge, amalgamate or consolidate with the Borrower; *provided* that (x) the Borrower shall be the continuing or surviving Person and (y) after giving effect to such merger, amalgamation
or consolidation, the direct parent of the Borrower shall expressly assume all the obligations of Holdings under this Agreement and the
other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative
Agent; and (ii) Holdings may merge, amalgamate or consolidate with any Parent Company that is an entity organized under the laws
of the United States; *provided* that Holdings shall be the continuing or surviving Person or the continuing or surviving Person
shall expressly assume the obligations of Holdings under the Loan Documents in a manner reasonably acceptable to the Administrative Agent;
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(g)a
merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition otherwise permitted
pursuant to this Section 6.09 may be effected;
(h)[Reserved];
(i)the
Disposition of obsolete, worn out, damaged or surplus property in the ordinary course of business;
(j)the
sale of inventory in the ordinary course of business;
(k)the
sale or issuance of Capital Stock (i) of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (*provided* that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a wholly-owned Subsidiary, Capital Stock
of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership
of the Loan Parties), and the sale or issuance of the Borrower’s Capital Stock to Holdings or (ii) in order to qualify members
of the board of directors or board of managers, as applicable, of any Restricted Subsidiary if required by any Requirements of Law;
(l)the
use, sale, exchange or other disposition of Cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement
or the other Loan Documents;
(m)the
licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;
(n)Dispositions
which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(o)licenses,
sublicenses, leases or subleases with respect to any property or assets (other than patents, trademarks, copyrights and other Intellectual
Property rights) granted to third Persons in the ordinary course of business; *provided* that the same do not in any material respect
interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole, or materially detract from the value of
the relative assets of the Borrower and the Restricted Subsidiaries, taken as a whole;
(p)Dispositions
to, between or among the Borrower and the Subsidiary Guarantors;
(q)Dispositions
between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiaries that are not Subsidiary
Guarantors;
(r)Dispositions
of any Foreign Subsidiary by the Borrower or a Subsidiary Guarantor to the Borrower or a Subsidiary Guarantor;
(s)the
settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;
156
(t)Dispositions
constituting (i) Investments permitted under Section 6.08, (ii) Restricted Payments permitted under Section 6.05 or (iii) Sale and Lease-Back Transactions permitted under Section 6.12;
(u)Dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset;
(v)Dispositions
of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(w)the
assignment, abandonment, cancellation or other disposition of Intellectual Property that the Borrower in its reasonable business judgment,
deems no longer commercially practical or useful to maintain;
(x)the
unwinding of any Hedge Agreement permitted under Section 6.02(r);
(y)Dispositions
of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture
parties set forth in Joint Venture arrangements and similar binding arrangements;
(z)Dispositions
of non-core assets (as determined by the Borrower in good faith) acquired in any Permitted Acquisition by the Borrower and any of the
Restricted Subsidiaries in an amount not to exceed 40% of the consideration paid for any such acquisition; *provided* that (i) not
less than 70% of the consideration payable to the Borrower and the Restricted Subsidiaries in connection with any such Disposition is
in the form of Cash or Cash Equivalents; *provided further* that any Designated Non-Cash Consideration received by the Borrower
or any Restricted Subsidiaries in respect of the applicable Disposition having an aggregate fair market value (as determined by the Borrower
in good faith, and taken together with all other Designated Non-Cash Consideration received that is outstanding at such time), not in
excess, of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent
Fiscal Quarter prior to such Disposition for which financial statements have been made available (or were required to be made available)
pursuant to Section 5.01(a) or (b)) at such time, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be Cash,
(ii) the consideration payable to the Borrower and the Restricted Subsidiaries in connection with any such Disposition is equal
to the fair market value of such assets (as determined by the Borrower in good faith) and (iii) the Net Proceeds therefrom shall
be applied to make a mandatory prepayment in accordance with Section 2.13;
(aa)Dispositions
of other property for fair market value, other than Intellectual Property material to the business of the Borrower and its Restricted
Subsidiaries (taken as a whole); *provided* that (i) not less than 75% of the consideration payable to the Borrower and the
Restricted Subsidiaries in connection with such Disposition is in the form of Cash or Cash Equivalents; *provided* that (A) the
amount of any secured Indebtedness or other Indebtedness of a Restricted Subsidiary that is not a Loan Party (as shown on the Borrower’s
or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any Restricted Subsidiary
of the Borrower that is assumed by the transferee of any such assets shall be deemed to be Cash and (B) any Designated Non-Cash
Consideration received by the Borrower or any Restricted Subsidiaries in respect of the applicable Disposition having an aggregate fair
market value (as determined by the Borrower in good faith, and taken together with all other Designated Non-Cash Consideration received
that is outstanding at such time), not in excess, of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted
EBITDA as of the last day of the most recent Fiscal Quarter prior to such Disposition for which financial statements have been made available
(or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, with the fair market
value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes
in value, shall be deemed to be Cash, (ii) the consideration payable to the Borrower and the Restricted Subsidiaries in connection
with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith), (iii) such
Disposition does not constitute all or substantially all of the assets of the Borrower and the Restricted Subsidiaries, taken as a whole
and (iv) the Net Proceeds therefrom shall be applied to make a mandatory prepayment in accordance with Section 2.13;
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(bb)Dispositions
or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of
business (other than in connection with any financing transaction) and sales of assets received by the Borrower or any Restricted Subsidiary
from Persons other than Loan Parties upon foreclosure on a lien in favor of the Borrower of such Subsidiary;
(cc)any
exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as
a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange
of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital
Stock or other Investments) of another Person; *provided* that (i) such property is useful to the business of the Borrower
or such Restricted Subsidiary, (ii) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market
value for such property (as reasonably determined by the Borrower in good faith) and (iii) such property will be received by the
Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(dd)Dispositions
having a fair market value not to exceed (i) $5,000,000 with respect to any such Disposition or series of related Dispositions and
(ii) $10,000,000 in the aggregate for any Fiscal Year;
(ee)Dispositions
of any Capital Stock or interests in any Joint Venture entity not constituting a Restricted Subsidiary to the extent required by the
applicable Joint Venture agreement or similar binding arrangements relating thereto;
(ff)any
issuance or sale of Capital Stock in, or Indebtedness or other Securities of, an Unrestricted Subsidiary (for fair market value); and
(gg)Dispositions
or discounts of accounts receivable in connection with any Factoring Transaction permitted pursuant to this Agreement.
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**Section 6.10***Transactions
with Affiliates*. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, enter into
or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service)
with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Restricted Subsidiary, as the case may be,
than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate involving
payments for any such transaction or series of related transactions in excess of the greater of $12,000,000 and 20.0% of Consolidated
Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were
required to be made available); *provided* that the foregoing restriction shall not apply to:
(a)any
transaction between or among Holdings and its Restricted Subsidiaries;
(b)reasonable
and customary fees paid to, and indemnities in favor of, members of the board of directors (or similar governing body) of any Parent
Company, Holdings, the Borrower and the Restricted Subsidiaries;
(c)the
payment of customary fees, compensation (including severance, benefits, profit sharing and other incentive arrangements), and reasonable
out of pocket costs to, and indemnities provided on behalf of, employees, officers, directors, managers, or consultants of Holdings (or
any Parent Company), the Borrower and the Restricted Subsidiaries entered into in the ordinary course of business; *provided* that
this Section 6.10(c) shall not permit payment of fees of the type described in Section 6.05(q);
(d)transactions
permitted by Section 6.02 or Section 6.08;
(e)commercial
transactions between or among the Borrower and/or one or more Restricted Subsidiaries in the ordinary course of business and with any
Person that becomes a Restricted Subsidiary as a result of such transaction;
(f)the
Transactions, the issuance of Capital Stock to any employee, officer, director, manager or consultant of any Parent Company, Holdings,
the Borrower or any of the Restricted Subsidiaries in connection with the Transactions and the payment of fees and expenses relating
to the Transactions, including Transaction Costs;
(g)Restricted
Payments permitted under Section 6.05;
(h)loans
and other transactions among the Loan Parties and other Subsidiaries to the extent expressly permitted under this Article 6;
(i)transactions
pursuant to agreements in existence on the Closing Date or any amendment thereto to the extent such an amendment is not adverse to the
Lenders in any material respect;
(j)Investments
by the Permitted Investors directly or indirectly in Holdings (or any Parent Company) and payments required by Securities held by such
Permitted Investors to the extent such Securities were acquired as contemplated by this paragraph (j) or were acquired
from third parties;
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(k)payments
to or from, and transactions with, Joint Ventures in the ordinary course of business;
(l)[reserved];
(m)transactions
with customers, clients, suppliers, Joint Venture partners or providers, purchasers or sellers of goods or services, in each case in
the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower and the Restricted
Subsidiaries, in the reasonable determination of the senior management of the Borrower;
(n)the
payment of reasonable out-of-pocket costs and expenses related to registration rights and indemnities provided to shareholders under
any shareholder agreement;
(o)issuances
by Holdings and its Restricted Subsidiaries of Capital Stock not otherwise prohibited hereunder and the exercise of any options, warrants
or other rights to acquire Capital Stock of Holdings or any contribution to the capital of Holdings;
(p)transactions
between Holdings or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person
is also a director of Holdings or any Parent Company; *provided*, *however*, that such director abstains from voting as a director
of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person;
(q)transactions
approved by a majority of the disinterested members of the board of directors (or other similar governing body) of Holdings or any Restricted
Subsidiary of Holdings, as applicable; and
(r)(i) Holdings
or any Restricted Subsidiary may reimburse the Sponsor for the out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates
on or prior to the Closing Date in connection with the Transactions and (ii) Holdings and its Restricted Subsidiaries may pay the
out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates in connection with its provision of management, consulting,
advisory and similar services to Holdings, the Borrowers and the Restricted Subsidiaries.
**Section 6.11***Conduct
of Business; Fiscal Year*.
(a)From
and after the Closing Date, the Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to, engage in any material
line of business other than the businesses engaged in by the Borrower and the Restricted Subsidiaries on the Closing Date and similar
or reasonably related, complementary or ancillary businesses thereto and extensions thereof.
(b)The
Borrower and Holdings shall, and shall cause each of the Restricted Subsidiaries to, maintain its methodology for determining its Fiscal
Year end in the manner in which such methodology is applied on the Closing Date.
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**Section 6.12***Sale
and Lease-Back Transactions*. Enter into any Sale and Lease-Back Transaction unless, after giving effect thereto, the aggregate
outstanding amount of Attributable Indebtedness in respect of all Sale and Lease-Back Transactions does not at any time exceed $7,500,000
(together with the aggregate amount of Attributable Indebtedness permitted under Section 6.02), and the Liens in respect
thereof are permitted under Section 6.03.
**Section 6.13***Amendments
or Waivers of Charter Documents*. Except in connection with a transaction permitted by Section 6.09, neither Holdings
nor the Borrower shall, nor shall they permit any Loan Party to, agree to any material amendment, restatement, supplement or other modification
to, or waiver of any of its Organizational Documents, in each case in a manner that is materially adverse to the Lenders in their respective
capacities as such.
**Section 6.14***Amendments
of or Waivers with Respect to Certain Indebtedness*. Neither Holdings nor the Borrower shall, nor shall they permit any Restricted
Subsidiaries to, amend or otherwise change any of the material terms, agreements, covenants or conditions of or applicable to any Junior
Financing (including any Indebtedness in respect of any Permitted Refinancing thereof), if the effect of such amendment or change, together
with all other amendments or changes made, would be materially adverse to any Loan Party or the Lenders (it being understood that any
Permitted Refinancing or other transaction complying with Section 6.02(q) is not materially adverse to any Loan Party
or any Lender); provided that any documents related to any Junior Financing may be amended to the extent permitted by any applicable
intercreditor agreement, if any.
**Section 6.15***Holdings*.
Holdings shall not engage in any business or activity other than (a) the ownership of Capital Stock of the Borrower and its Subsidiaries
and activities and assets incidental thereto, (b) maintenance and administration of stock option and stock ownership plans and activities
incidental thereto, (c) the receipt and making of Restricted Payments to the extent permitted by Section 6.05, (d) concurrently
with the issuance of Capital Stock (other than Disqualified Capital Stock), the redemption, purchase or retirement of any Capital Stock
of Holdings using the proceeds of, or conversion or exchange of any Capital Stock of Holdings for, such Capital Stock, (e) the obtainment
of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise
permitted by this Agreement, (f) in connection with, and following the completion of, a Qualifying IPO, activities necessary or
reasonably advisable for or incidental to the initial registration and listing of Holdings (or any Parent Company’s) common stock
and the continued existence of Holdings (or any Parent Company) as a public company, (g) providing indemnification to officers and
directors, (h) participation in Tax, accounting and other administrative activities as a member of the consolidated group of companies,
if applicable, (i) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 6,
(j) liabilities and activities to comply with Requirements of Law, (k) maintaining its corporate existence, (l) the execution
and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and (m) activities incidental
to the businesses of activities described in clauses (a) through (l) of this Section 6.15. Holdings
shall not amend any of its Organizational Documents in a manner materially adverse to the Lenders.
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**Article 7**
**EVENTS
OF DEFAULT**
**Section 7.01***Events
of Default*. If any one or more of the following events shall occur (“Events of Default”):
(a)Failure
To Make Payments When Due. Failure by the Borrower to pay (i) when due any installment of principal of any Loan, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (ii) any interest on
any Loan or any fee or any other amount due hereunder within five days after the date due; or
(b)Default
in Other Agreements.
(i)(A) Failure
of any Loan Party or any of their respective Restricted Subsidiaries to pay when due any principal of or interest on or any other amount
payable in respect of one or more items of Material Indebtedness (other than Indebtedness referred to in (a) above or with respect
to Hedge Agreements), in each case beyond the grace period, if any, provided therefor or (B) an “event of default” occurs
with respect to (1) one or more items of Material Indebtedness or (2) any loan agreement, mortgage, indenture or other agreement
relating to such item(s) of Material Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect
of such event of default is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee on behalf of such
holder or holders) to cause, such Material Indebtedness to become or be declared due and payable (or redeemable) prior to its stated
maturity or the stated maturity of any underlying obligation, as the case may be; *provided* that, except with respect to payment
events of default or bankruptcy-related events of default under such Material Indebtedness, any such failure pursuant to this paragraph (b) is
unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Revolving Commitments or acceleration
of the Loans pursuant to this Article 7; or
(ii)the
occurrence under any Hedge Agreement or Hedging Obligation of an Early Termination Date (as defined in such Hedge Agreement) resulting
from (A) any event of default under such Hedge Agreement as to which any Loan Party is the Defaulting Party (as defined in such
Hedge Agreement) or (B) any Termination Event (as defined in such Hedge Agreement) as to which any Loan Party is an Affected Party
(as defined in such Hedge Agreement) and, in either event, the termination value with respect to any such Hedge Agreement owed by a Loan
Party as a result thereof greater than the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the
last day of the most recent Fiscal Quarter prior for which financial statements have been made available (or were required to be made
available) pursuant to Section 5.01(a) or (b)) at such time, and such Loan Party fails to pay such termination
value when due after applicable grace periods.
(c)Breach
of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in (i) Article 6 or (ii) Article 5; *provided* that only in the case of this clause (ii) such default shall not
have been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default
(except with respect to the covenants contained in (x) Section 5.01(a) and (b), which shall be subject to
a 15 day grace period and (y) Section 5.01(d), Section 5.02 (solely with respect to the existence of the
Borrower) and Section 5.13 which shall not be subject to such grace period); or
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(d)Breach
of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Loan Party in
any Loan Document or in any statement or certificate at any time required to be given by any Loan Party or any of its Subsidiaries in
writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made
or deemed made; *provided* that, solely to the extent such default is curable, such default shall not have been remedied or waived
within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default; or
(e)Other
Defaults Under Loan Documents. Any Loan Party shall default in the performance of or compliance with any term contained herein or
any of the other Loan Documents, other than any such term referred to in any other section of this Article 7, and such default
shall not have been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such
default; or
(f)Involuntary
Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in
respect of Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) in an involuntary case, application
or proceeding under any Insolvency Law, which decree or order is not stayed; or any other similar relief shall be granted under any applicable
law or (ii) an involuntary case, application or proceeding shall be commenced against Holdings, the Borrower or any Restricted Subsidiary
(other than an Immaterial Subsidiary) under any Insolvency Law; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator,
trustee, custodian or other officer having similar powers over Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial
Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary
appointment of a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator,
trustee, custodian or other officer of Holdings, the Borrower or any of the Restricted Subsidiaries (other than its Immaterial Subsidiaries)
for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against
any substantial part of the property of Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary),
and any such event described in this Section 7.01(f) shall continue for sixty days without having been dismissed, bonded
or discharged; or
(g)Voluntary
Bankruptcy; Appointment of Receiver, Etc. (i) Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial
Subsidiary) shall have an order for relief entered with respect to it or shall file a petition or application seeking relief or shall
otherwise commence a voluntary case or proceeding under any Insolvency Law, or shall consent to the entry of an order for relief in an
involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case, under any such law, or
shall consent to the appointment of or taking possession by a receiver, receiver-manager, judicial manager, administrative receiver,
administrator, examiner, liquidator, sequestrator, trustee, custodian or other officer for all or a substantial part of its property;
or Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make any assignment for the
benefit of creditors or (ii) Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary)
shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or
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(h)Judgments
and Attachments. Any one or more final, non-appealable money judgments, writs or warrants of attachment or similar process involving
in the aggregate at any time an amount in excess of the greater of (x) $20,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA
as of the last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be
made available) pursuant to Section 5.01(a) or (b)) at such time, (in each case to the extent not adequately
covered by insurance as to which a solvent insurance company has not denied coverage) shall be entered or filed against Holdings, the
Borrower or any of the Restricted Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or
unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or
(i)Dissolution.
Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution, windup or split up of such Loan Party
(other than as not prohibited by Section 6.09) and such order shall remain undischarged or unstayed for a period in excess
of thirty days; or
(j)Employee
Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results, or could reasonably be
expected to result, in a Material Adverse Effect; or
(k)Change
of Control. A Change of Control shall occur; or
(l)Guaranties,
Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof, (i) the Loan Guaranty for
any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance
with its terms) or shall be declared to be null and void or any Loan Guarantor shall repudiate in writing its obligations thereunder,
(ii) this Agreement or any material Collateral Document ceases to be in full force and effect (other than by reason of a release
of any of the Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance
with the terms hereof or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be
declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected (to the extent required to
be perfected) Lien in any material portion of the Collateral purported to be covered by the Collateral Documents with the priority required
by the relevant Collateral Document, in each case for any reason other than an action of the Collateral Agent or any Secured Party or
the failure of the Collateral Agent or any Secured Party to take any action within its control or (iii) any Loan Party shall contest
in writing the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including
with respect to future advances by the Lenders, under any Loan Document to which it is a party; or
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(m)Subordination.
The Obligations shall cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing
any Subordinated Indebtedness that constitutes Material Indebtedness or such subordination provision shall be invalidated or otherwise
cease, for any reason, to be valid, binding and enforceable obligations of the parties thereto.
**Section 7.02***Remedies*.
Upon any Event of Default (other than an event with respect to any Loan Party described in paragraph (f) or (g) of Section 7.01), 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, declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall become due and payable immediately and any and all outstanding Letters of Credit shall be required
to be Cash Collateralized in an amount equal to 100% of the face amount thereof, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; *provided* that upon the occurrence of an event with respect to any
Loan Party described in clause (f) or (g) of Section 7.01, the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower,
without further action of the Administrative Agent or any Lender; *provided, further*, that after the occurrence of an Event of
Default resulting from a breach of Section 6.01 (a “Financial Covenant Event of Default”), if the Borrower
has given the Administrative Agent notice as and when contemplated by Section 6.01 that the Borrower intends to cure such
breach with the proceeds of a Specified Equity Contribution, neither the Lenders nor the Administrative Agent shall accelerate the Loans,
or take any other remedy set forth in this Agreement for a period commencing upon the Administrative Agent’s receipt of such notice
through the Cure Expiration Date with respect to such breach. Upon the occurrence and the continuance of an Event of Default, the Agents
may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Agents under the Loan Documents
or at law or equity, including all remedies provided under the UCC.
**Article 8**
**THE
AGENTS**
**Section 8.01***General*.
(a)Each
of the Lenders, the Issuing Bank and each other Secured Party hereby irrevocably appoints (a) JPMorgan (and any successor Administrative
Agent appointed as provided herein) to act on its behalf as the administrative agent hereunder and under the Loan Documents (and JPMorgan
hereby accepts such appointment) and (b) JPMorgan (and any successor Collateral Agent as provided herein) to act on its behalf,
and on behalf of the Secured Parties, as the collateral agent hereunder and under the Loan Documents (and JPMorgan hereby accepts such
appointment), and authorizes the Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise
such powers as are delegated to the Agents by the terms of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto. Each Issuing Bank shall be deemed to be an “Agent” for all purposes of this Article 8.
Notwithstanding anything to the contrary in this Article 8 and in this Agreement otherwise, any discretionary rights or other
provisions that are non-administrative in nature shall vest in, and be carried out by, the Administrative Agent at the direction of the
Required Lenders.
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(b)Each
Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Loan Parties or any subsidiary of a Loan Party or other Affiliate thereof as if it were not an Agent
hereunder.
(c)The
Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the applicable Agent is required to
exercise in writing as directed by the Lead Arrangers, the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates
in any capacity. Neither Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of
the Lead Arrangers or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. For the avoidance
of doubt, no action taken or not taken by any Agent at the consent or request of the Lead Arrangers or the Required Lenders shall constitute
gross negligence or willful misconduct (provided, that in the event of a conflict between the direction to an Agent by the Lead Arrangers
and direction to such Agent by the Required Lenders, the direction provided by the Lead Arrangers shall control. Neither Agent shall
be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender,
and the Agents shall not be responsible for or have any duty to ascertain or inquire into any statement, warranty or representation made
in or in connection with (i) any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document
or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence
or value of the Collateral, or (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Agents.
(d)The
Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall
not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.
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(e)Each
Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such
Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties
of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facility provided for herein as well as activities as Agent. The Borrower shall make all payments pursuant to Section 2.11 to the Administrative Agent and not to any sub-agent described in this Section 8.01.
(f)Each
Agent may resign at any time upon thirty (30) days’ prior written notice (or following a shorter time period as reasonably agreed
to by the Borrower in its sole discretion) to the other Agent, the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor Agent;
provided that, during the existence and continuation of an Event of Default under Section 7.01(a), (f) or (g),
no consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf
of the other Agent and the Lenders, appoint a successor Agent which shall be a commercial bank or an Affiliate of any such commercial
bank reasonably acceptable to the Borrower. If no successor Agent has been appointed pursuant to the immediately preceding sentence by
the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall nonetheless become
effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document
until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be,
with the consent of the Borrower to the extent required above. Upon the acceptance of its appointment as an Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation
hereunder, the provisions of this Article 8 and Section 9.03 shall continue in effect for the benefit of such
retiring 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 it was acting as an Agent.
**Section 8.02***Lender
Acknowledgement*.
(a)Each
Lender acknowledges that it has, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or
thereunder.
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(b)Each
Lender acknowledges that it has, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or
thereunder.
(c)Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:
(i)such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
(ii)the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain 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,
(iii)(A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied 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, or
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(iv)such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
In addition, unless either
(1) sub-clause (i) in the immediately preceding clause (c) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the
immediately preceding clause (c), such Lender further (x) represents and warrants, as of the date such Person became
a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases
being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved
in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).
The Lead Arrangers shall not
have any obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.
**Section 8.03***Erroneous
Payments*.
(a)Each
Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its
sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates were erroneously or mistakenly
transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business
Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand
was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the
date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable
law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or
right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous
Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory
or doctrine. A notice of the Administrative Agent to any Lender under this clause (a) shall be conclusive, absent manifest
error.
(b)Without
limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives a payment from the Administrative
Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice
of payment sent by the Administrative Agent, (y) that was not preceded or accompanied by notice of payment, or (z) that such
Lender otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case, if an error
has been made each such Lender is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment, and to the
extent permitted by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any
claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent for the return of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge
for value” or any similar theory or doctrine. Each Lender agrees that, in each such case, it shall promptly (and, in all events,
within one (1) Business Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence
and, upon demand from the Administrative Agent, it shall promptly, but in all events no later than one (1) Business Day thereafter,
return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in
same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such
Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent in same
day funds greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.
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(c)The
Borrower and each other Loan Party hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered
from any Lender that has received such Erroneous Payment (or portion thereof) for any reason (and without limiting the Administrative
Agent’s rights and remedies under this Section 8.03(c)), the Administrative Agent shall be subrogated to all the rights
of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy
any Obligations owed by the Borrower or any other Loan Party; *provided* that this Section 8.03 shall not be interpreted
to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of
the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment
not been made by the Administrative Agent; *provided, further,* that for the avoidance of doubt, the immediately preceding clause (y) shall
not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised
of funds received by the Administrative Agent from the Borrower used to make such Erroneous Payment.
(d)In
addition to any rights and remedies of the Administrative Agent provided by law, the Administrative Agent shall have the right, without
prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect
to any Erroneous Payment for which a demand has been made in accordance with this Section 8.03 and which has not been returned
to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time
or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative
Agent or any of its Affiliates, branch or agency thereof to or for the credit or the account of such Lender. The Administrative Agent
agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure
to give such notice shall not affect the validity of such setoff and application.
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Each party’s obligations
under this Section 8.03 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights
or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of
all Obligations (or any portion thereof) under any Loan Document.
**Section 8.04***Borrower
Communications*.
(a)The
Administrative Agent, the Lenders and the Issuing Banks agree that the Borrower may, but shall not be obligated to, make any Borrower
Communications to the Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission
system (the “Approved Borrower Portal”).
(b)Although
the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system),
each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the distribution of material through an
electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives
or contacts of the Borrower that are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated
with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of Borrower Communications
through the Approved Borrower Portal and understands and assumes the risks of such distribution.
(c)THE
APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW)
DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER
COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LEAD ARRANGER OR ANY OF THEIR RESPECTIVE
RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING
BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS
THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.
“Borrower Communications”
means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment, notice requesting the issuance, amendment
or extension of a Letter of Credit or other 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 Borrower
to the Administrative Agent through an Approved Borrower Portal.
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(d)Each
of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.
(e)Nothing
herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Document in any other
manner specified in such Loan Document.
**Article 9**
**MISCELLANEOUS**
**Section 9.01***Notices*.
(a)Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by facsimile or electronic mail, as follows:
(i)If
to any Loan Party, to the Borrower at:
LYMI Inc.
2263 E Vernon Ave
Vernon, CA 90058
Attention: [***]
Email: [***]
With copies to:
Permira Advisers
3000 Sand Hill Road, Building 1 Suite 170
Menlo Park, CA
Attention: [***]
Email: [***]
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention: [***]
Email: [***]
Phone: [***]
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(ii)if
to the Administrative Agent or to the Collateral Agent, to JPMorgan Chase Bank, N.A., at the address separately provided to the Borrower;
(iii)if
to an Issuing Bank, to it at the address separately provided to the Borrower;
(iv)if
to the Swingline Lender, at the address separately provided to the Borrower;
(v)if
to any other Lender, to it at such address, facsimile number, electronic mail address or telephone number as shall be designated by such
Lender in a notice to the Administrative Agent, the Borrower, and, in the case of a Revolving Lender, to the Issuing Bank and Swing Line
Lender.
All such notices and other
communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received, (ii) sent by facsimile shall be deemed to have been given when sent and when receipt has been confirmed
by telephone or (iii) sent by electronic mail, shall be deemed to have been given upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
or telephonic acknowledgement); *provided* 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. In no event shall a voice mail message be effective
as a notice, communication or confirmation hereunder.
(b)Notices
and other communications to the Borrower, any Loan Party, the Lenders, the Administrative Agent and the Issuing Banks hereunder may be
delivered or furnished by using Approved Borrower Portals, pursuant to procedures approved by the Administrative Agent; *provided* that
the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; *provided* that approval of such procedures
may be limited to particular notices or communications.
(c)Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent; *provided* that the foregoing shall not apply
to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Each Agent
and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; *provided* that approval of such procedures may be limited to
particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received
upon sending unless a “failure to deliver” notice is received within 30 minutes of sending; *provided* that (a) an
“out of office” or similar reply does not constitute a failure to deliver notice, and (b) if not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such
notice or communication is available and identifying the website address therefor; *provided*, *further*, that each Loan Party
understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution and agrees to and assumes the risks associated with such electronic distribution, except
to the extent caused by the bad faith, willful misconduct or gross negligence of, or breach of this Agreement by, the Administrative
Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
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(d)Any
party hereto may change its address or facsimile number or email address for notices and other communications hereunder by written notice
to the other parties hereto or in the case of the Loan Parties, to the Administrative Agent for distribution to the other parties hereto.
**Section 9.02***Waivers;
Amendments*.
(a)No
failure or delay by any Agent or Lender in exercising any right or power hereunder or under any other Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps
to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, to the extent permitted by law, the making of a Loan shall not be construed as a waiver of any Default,
regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time.
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(b)Except
as otherwise provided in this Agreement or any other Loan Document, neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders; *provided*, that no such waiver amendment or modification shall be effective as it relates to the Administrative Agent until such
time as the Administrative Agent has received a fully executed copy of such waiver, amendment or modification) or (ii) in the case
of any other Loan Document (other than (1) any such amendment to effectuate any modification thereto expressly contemplated by the
terms of such other Loan Documents or (2) the Administrative Agent Fee Letter and the Fee Letters which may be amended in writing
by the parties party thereto), pursuant to an agreement or agreements in writing entered into by the Administrative Agent (or Collateral
Agent, as applicable) and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; *provided* that no such agreement shall (A) increase or extend the Commitment of any Lender without the written consent of such Lender
directly and adversely affected thereby; it being understood that a waiver of any condition precedent set forth in Article 4 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitment shall not constitute an
increase of any Commitment of any Lender, (B) reduce the principal amount of any Loan or reduce the rate of interest thereon, or
reduce any interest or fee (including premiums) payable, or waive or excuse any such payment, hereunder without the written consent of
each Lender directly and adversely affected thereby; *provided* that only the consent of the Required Lenders shall be necessary
to amend the provisions of Section 2.15 providing for the default rate of interest or to waive any obligations of the Borrower
to pay interest at such default rate and any change to the definition of First Lien Leverage Ratio or the component definitions thereof
or the waiver or amendment to the time periods for delivery of financial statement and or related certificates shall not constitute a
reduction, waiver or excuse of any interest payable hereunder, (C) postpone any scheduled date of payment of the principal amount
of any Loan or any date for the payment of any interest or fees payable hereunder without the written consent of each Lender directly
and adversely affected thereby; it being understood that the waiver of, or the amendment to the terms of, any mandatory prepayment of
the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest, (D) change any of
the provisions of this Section 9.02(b) or the definition of “Required Lenders” without the written consent
of each Lender (it being understood that additional extensions of credit pursuant to this Agreement may be included in the determination
of Required Lenders or this Section 9.02 without the consent of any Lender if they are included on substantially the same
basis as the Initial Loans), (E) except as provided in paragraph (g) of this Section 9.02, Section 9.20, Section 10.12 or in any Collateral Document, release all or substantially all of the Collateral or all or substantially all
of the value of the Loan Guaranty, without the written consent of each Lender (it being understood that a transaction permitted under Section 6.09 shall not constitute a release of all or substantially all of the Collateral), (F) except to the extent
necessary to give effect to the express intentions of this Agreement (including Section 2.23, Section 2.24, Section 2.25 and this Section 9.02), amend Section 2.20(b), Section 2.20(c), Section 2.13(c) (with
respect to the payment of any proceeds described therein) or the definition of “Pro Rata Share” without the consent of each
Lender directly and adversely affected thereby; *provided* that (x) no Lender consent is required to effect a Refinancing Amendment
or an Incremental Assumption Agreement or an Extension (except as expressly provided in Section 2.23, Section 2.24 or Section 2.25 as applicable), (y) in connection with an amendment that addresses solely a re-pricing transaction in
which any tranche of Loans is refinanced with a replacement tranche of loans bearing (or is modified in a manner such that the resulting
loans bear) a lower effective yield (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Loans
subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced tranche of Loans or modified
Loans shall be required for such Permitted Repricing Amendment and (z) no such agreement shall amend, modify or otherwise directly
or adversely affect the rights or duties of (I) any Agent hereunder without the prior written consent of such Agent or (II) the
Swing Line Lender, without the prior written consent of the Swing Line Lender or (III) any Issuing Bank, without the prior written
consent of such Issuing Bank, (G) change the currency in which any Loan or Commitment is denominated without the written consent
of the Lender holding such Loan or Commitment and the Administrative Agent; it being understood that designations of additional Designated
Foreign Currencies in accordance with the definition thereof shall not constitute a change of currency or (H) subordinate (x) any
of the liens securing any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities (“Existing
Liens”) to the liens securing any other indebtedness or other obligations or (y) any of the obligations of the Borrower
and the other Loan Parties in respect of the Facilities in right of payment, contractual, structural or otherwise, to any other indebtedness
or other obligations, in each case, unless such Lenders have been offered a bona fide opportunity to participate on a ratable basis in
such other indebtedness or obligations on substantially similar terms and economics, and the Lenders have no less than five (5) Business
Days to accept such offer.
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(c)The
Administrative Agent may also amend the Term Loan Commitment Schedule or the Revolving Loan Commitment Schedule to reflect assignments
entered into pursuant to Section 9.04, Incremental Assumption Agreements entered into pursuant to Section 2.23 and Refinancing Amendments entered into pursuant to Section 2.24 and Extensions entered into pursuant to Section 2.25.
(d)Notwithstanding
the foregoing, only the consent of the Required Revolving Lenders shall be necessary to amend, modify or waive any condition precedent
set forth in Section 4.02 with respect to the making of Revolving Loans, Swing Line Loans or the issuance of Letters of Credit.
(e)Notwithstanding
anything to the contrary contained in this Section 9.02, any Lender that is at the time a Defaulting Lender shall not have
any voting or approval rights under this Agreement or any other Loan Document and shall be excluded in determining whether all Lenders,
all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver
pursuant to this Section 9.02); *provided* that, any waiver, amendment or modification (x) requiring the consent
of all Lenders or each affected Lender or (y) that affects any Defaulting Lender more adversely than other affected Lenders, shall
in each case require the consent of such Defaulting Lender.
(f)If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
directly and adversely affected thereby”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrower may, elect to (x) terminate the relevant Commitment of the Non-Consenting Lender or (y) replace each Non-Consenting
Lender as a Lender party to this Agreement; *provided* that concurrently with such replacement, (i) in the case of a replacement,
another bank or other entity which is a Lender or which is reasonably satisfactory to the Borrower and the Administrative Agent shall
agree, as of such date, to purchase for Cash at par the Loans and other Obligations (including Letters of Credit and Swing Line Loans)
due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 9.04(b),
(ii) in the case of a replacement, the Borrower or replacement Lender shall pay the processing and recordation fee referred to in Section 9.04(b)(ii)(B), if applicable, in accordance with the terms of such Section, (iii) in the case of a replacement,
the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent and (iv) the
Borrower (in the case of a termination) or the replacement lender (in the case of a replacement) shall pay to such Non-Consenting Lender
in same day funds on the day of such termination or replacement (A) all interest, fees, prepayments and other amounts then accrued
but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation
payments due to such Non-Consenting Lender under Section 2.17 and Section 2.19, and (B) in the case of
a termination, an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.18 had the Loans of such Non-Consenting Lender been prepaid on such date. Each Lender agrees that if it is replaced
pursuant to this Section 9.02(f), it shall execute and deliver to the Administrative Agent an Assignment and Assumption to
evidence such sale and purchase and shall deliver to the Administrative Agent any promissory note (if the assigning Lender’s Loans
are evidenced by promissory notes) subject to such Assignment and Assumption; *provided* that the failure of any Lender replaced
pursuant to this Section 9.02(f) to execute an Assignment and Assumption shall not render such sale and purchase (and
the corresponding assignment) invalid.
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(g)In
addition, notwithstanding anything to the contrary contained in this Section 9.02 or any Loan Document (but subject to clauses (A), (B) and (C) of the first proviso to Section 9.02(b)), (i) the Borrower and the Administrative
Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may
be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.23, Section 2.24, Section 2.25 or Section 2.26 or to implement any additional Designated Foreign Currency,
(ii) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical
nature or any ambiguity, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be
permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Holdings
or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended,
supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply
with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee,
collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
**Section 9.03***Expenses;
Indemnity; Damage Waiver*.
(a)The
Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses (including, but not limited to, expenses relating
to due diligence investigation and travel expenses) incurred by the Agents, the Lead Arrangers, each Issuing Bank and their respective
Affiliates, limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements of Davis
Polk & Wardwell LLP, counsel for the Agent, and, if necessary, of one local counsel in any other relevant jurisdiction to such
Persons, taken as a whole, one special counsel and solely in the case of an actual or perceived conflict of interest, one additional
counsel to all affected Persons, in connection with the syndication and distribution (including, without limitation, via the Internet
or through a service such as IntraLinks) of the credit facilities provided for herein and the preparation, negotiation, execution and
delivery of the Loan Documents and related documentation any security arrangements in connection therewith, (ii) all reasonable
and documented out-of-pocket costs and expenses incurred by the Lead Arrangers, the Agents and their respective Affiliates, limited,
in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of one legal counsel to
the Agents, taken as a whole, and one legal counsel to the Lead Arrangers, and if necessary, of one local counsel in any other relevant
jurisdiction (which may include a single special counsel acting in multiple jurisdictions) to such Persons, taken as whole, one special
counsel and solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Persons, in connection
with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby
shall be consummated), (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Lead Arrangers,
the Issuing Bank and the Lenders, limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and
disbursements of one legal counsel retained by the Agents, taken as a whole, and any receiver appointed pursuant to the Collateral Documents,
and, if necessary, one local counsel in any other relevant jurisdiction (which may include a single special counsel acting in multiple
jurisdictions) to such Persons, taken as a whole, one special counsel and solely in the case of an actual or perceived conflict of interest,
one additional counsel to all affected Persons in connection with the enforcement, collection or protection of its rights, in connection
with the Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made or Letters of
Credit issued hereunder, including all such reasonable and documented out-of-pocket costs and expenses incurred during any workout, restructuring,
bankruptcy or related negotiations in respect of such Loans and/or Letters of Credit, (iv) subject to any other provisions of this
Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative Agent with respect
thereto, all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in the administration of
the Loan Documents.
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Other than to the extent required
to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within thirty
days of receipt of an invoice relating thereto and setting forth such expenses in reasonable detail and such other backup documentation
as the Borrower shall reasonably request.
(b)The
Borrower shall indemnify (x) each Agent and each Related Party or advisor or attorney of any of the foregoing Persons (each such
Person being called an “Agent Indemnitee”), and (y) the Lead Arrangers, Issuing Bank and each Lender (including
the Swing Line Lender), and each Related Party or advisor or attorney of any of the foregoing Persons (each such Person being called
a “Lender Indemnitee”; and together with each Agent Indemnitee, each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all actions, suits, investigation, inquiry, losses, claims, damages, liabilities
and proceedings (limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements
of one counsel for all Agent Indemnitees, taken as a whole, and of one counsel for all Lender Indemnitees, taken as a whole, and, solely
in the case of an actual conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably
necessary, one local counsel (which may include a single local counsel acting in multiple jurisdictions) in any relevant jurisdiction
to such Persons, taken as a whole) of any kind or nature whatsoever which may be incurred by or asserted against or involve any such
Indemnitee as a result of or arising out of or in connection with (i) the syndication of credit facilities provided for herein and
all activities related thereto, the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions
or any other transactions contemplated hereby or thereby, (ii) any Environmental Liability related in any way to Holdings or any
of its Subsidiaries or to any business or property owned, leased or operated by the Loan Parties or any of its Subsidiaries or (iii) any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by
a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); *provided* that such indemnity shall
not, as to any Indemnitee, be available in respect of (A) any loss, claim, damage, liability or expense (1) to the extent that
it is determined by a final non-appealable judgment of a court of competent jurisdiction that such loss, claim, damage, liability or
expense resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties
or (y) except for the Agents, the material breach of the obligations under this Agreement or any Loan Document by such Indemnitee
or any of its Related Parties or (2) arising out of, or in connection with, any Adverse Proceeding that does not involve an act
or omission by the Borrower’s Affiliates and that is brought by an Indemnitee (or any of its Related Parties) against any other
Indemnitee (or any of its Related Parties) (other than any Adverse Proceeding against any Indemnitee (or any of its Related Parties)
in its capacity as a Lead Arranger, Agent or similar role, or the Issuing Bank or any Swing Line Lender in its capacity as such hereunder)
or (B) except for the Agents (who shall provide Borrower notice prior to any such Agent entering into a settlement), any settlement
entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed); *provided*, that, with respect to any proceeding described under this paragraph (b), if any such settlement is entered
into with the written consent of the Borrower or if such proceeding is determined by a final judgment of a court of competent jurisdiction,
then the Borrower shall indemnify each Indemnitee to the extent and in the manner set forth in this paragraph (b). Notwithstanding
the foregoing, each Indemnitee shall be obligated to promptly refund and return any and all amounts paid by the Borrower to such Indemnitee
for fees, expenses or damages to the extent such Indemnitee is not entitled to the payment of such amounts in accordance with the terms
hereof. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.
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(c)To
the extent that the Borrower fails to timely pay any amount required to be paid by it to an Agent under paragraph (a) or (b) of this Section 9.03, each Lender (without limiting Borrower’s obligation to do so) severally agrees
to indemnify, hold harmless and timely reimburse each Agent such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought; provided, that if at the time of such indemnification or reimbursement,
all Commitments have been terminated and the Obligations paid in full, each Lender’s Applicable Percentage shall be determined
as of the date immediately preceding the day such Obligations were paid in full) of such unpaid amount; *provided* that the unreimbursed
expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against
such Agent in its capacity as such.
(d)Notwithstanding
anything to the contrary in the Agreement, (i) no Indemnitee shall be responsible or liable for damages arising from the unauthorized
use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission
except to the extent determined in a final judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s
or its Related Parties’ gross negligence, bad faith or willful misconduct, and (ii) without limitation of the Borrower’s
indemnification obligations set forth in this Section 9.03, none of the Borrower, Holdings, any Indemnitee nor any of their
Related Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) for any indirect, special, punitive
or consequential damages arising out of, related to or in connection with this Agreement or any Loan Document.
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(e)All
amounts due under this Section 9.03 shall be paid promptly within thirty days of written demand therefor (together with backup
documentation supporting such reimbursement request).
This Section 9.03 shall survive the termination of the Commitments, the payment of all Obligations and the resignation of any Agent, as the case may be
**Section 9.04***Successors
and Assigns*.
(a)The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall
be null and void) (*provided* that a merger, consolidation, amalgamation or similar transaction not otherwise prohibited hereby
shall not constitute an assignment or transfer) and (ii) no Lender may assign, sell a participation or otherwise transfer its rights
or obligations hereunder except in accordance with this Section (and any attempted assignment, participation or transfer not complying
with the terms of this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)(i)Subject
to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees or any
other Person (other than a Disqualified Assignee or a Defaulting Lender) all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment or the Loans at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld or delayed) of:
(A)the
Borrower; *provided* that no consent of the Borrower shall be required for an assignment (x) (1) of a Revolving Commitment
or a Revolving Loan to another Revolving Lender or an Affiliate of a Revolving Lender or (2) of Term Loans to another Lender, an
Affiliate of a Lender, an Approved Fund or a Related Fund, or, (y) to any Person (other than a Disqualified Assignee, to the extent
the list thereof is made available by the Borrower to all Lenders), if an Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) has occurred and is continuing, and *provided*, *further* that (i) no consent of the
Borrower shall be required for an assignment during the primary syndication of the Loans to Persons identified in writing by the Administrative
Agent to the Borrower on or prior to the Closing Date and reasonably acceptable to the Borrower and (ii) the Borrower shall be deemed
to have consented to any assignment of (x) funded Term Loans unless the Borrower has objected thereto by written notice to the Administrative
Agent within ten (10) Business Days after having received a written request for such consent from the Administrative Agent;
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(B)the
Administrative Agent; *provided* that no consent of the Administrative Agent shall be required for an assignment to another Lender
(in the case of assignment of a Revolving Commitment or a Revolving Loan, another Revolving Lender) or its Affiliates, an Approved Fund
or a Related Fund; and
(C)in
the case of assignment of a Revolving Commitment or a Revolving Loan, each Issuing Bank, the Swing Line Lender.
(ii)Assignments
shall be subject to the following additional conditions:
(A)except
in the case of an assignment to another Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans, the amount of the Commitment or the principal amount of Loans of the assigning Lender
subject to each such assignment (determined as of the Trade Date and determined on an aggregate basis in the event of concurrent assignments
to Related Funds or by Related Funds (as defined below)) shall not be less than (x) with respect to Term Loan Commitments and Term
Loans, $1,000,000 and (y) with respect to Revolving Commitments and Revolving Loans, $5,000,000 unless, in each case, each of the
Borrower (so long as an Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) does
not exist) and the Administrative Agent otherwise consent;
(B)the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement
system acceptable to the Administrative Agent (or, if previously agreed with the Agent, manually), and shall pay to the Administrative
Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent);
and
(C)the
assignee, if it shall not be a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent
(1) a notice to the Administrative Agent, the Borrower and, if a Revolving Lender, to the Issuing Bank and Swing Line Lender, specifying
its address, facsimile number, electronic mail address and telephone number for notices. (2) all requested “know your customer”
documentation and (3) any forms required under Section 2.19(e).
(iii)Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after the
effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.17, Section 2.18, Section 2.19 and Section 9.03 with respect to facts and circumstances occurring on
or prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of this Section 9.04.
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(iv)The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in
the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders and their respective successors and assigns, and the Commitment of, or principal amount of and stated interest on the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder and the owner of its interests as indicated in the Register for all
purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and
from time to time upon reasonable prior written notice, *provided* that each Lender’s access to the Register shall be limited
to the entries with respect to such Lender including the Commitment of, or principal amount of and stated interest on the Loans owing
to such Lender. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph.
(v)By
executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the
outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as
set forth in such Assignment and Assumption; (B) except as set forth in (A) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with
this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary
or the performance or observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document
or any other instrument or document furnished pursuant hereto; (C) such assignee represents and warrants that it is an Eligible
Assignee (or has otherwise been consented to by each applicable party in accordance with Section 9.04(b)), legally authorized
to enter into such Assignment and Assumption; (D) such assignee confirms that it has received a copy of this Agreement, together
with copies of the most recent financial statements referred to in Section 3.04(a) or delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such
Assignment and Assumption; (E) such assignee will independently and without reliance upon the Agents, such assigning Lender or any
other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are delegated to such Agent, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
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(c)(i) Any
Lender may, without the consent of the Borrower, the Administrative Agent, Issuing Bank or Swingline Lender, sell participations
to one or more banks or other entities (other than a Disqualified Assignee (to the extent the list thereof is made available by the Borrower
to all Lenders) or a Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitment or the Loans owing to it); *provided* that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; *provided* that such agreement or instrument
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver to the
extent such amendment, modification or waiver directly affects such Participant and which requires unanimous Lender consent or consent
of each Lender directly or directly and adversely affected thereby. Subject to clause Section 9.04(c)(ii) of this Section 9.04,
the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.17, Section 2.18 and Section 2.19 (subject to the requirements and limitations with respect thereto) to the same extent as if it were a Lender
and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; *provided* such
Participant agrees to be subject to Section 2.20(c) as though it were a Lender. Each Lender that sells a participation
pursuant to this Section 9.04(c) shall, acting solely as a non-fiduciary agent of the Borrower, maintain a register
on which it records 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 (each, a “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. 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 a participation for all purposes under this Agreement, notwithstanding any notice
to the contrary. For the avoidance of doubt, the Administrative Agent, in its capacity as such, shall have no obligation to maintain
a Participant Register.
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(ii)A
Participant shall not be entitled to receive any greater payment under Section 2.17, Section 2.18 and Section 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.
(d)Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to any Person to
secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank
or any central bank, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; *provided* that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.
(e)Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent
and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; *provided* that (i) nothing herein shall constitute a commitment by any
SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Granting Lender shall
for all purposes remain the Lender hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) neither the
grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Agreement (including its obligations under Section 2.17, Section 2.18 and Section 2.19) and no SPC shall be entitled to any greater amount under Section 2.17, Section 2.18 and Section 2.19 or any other provision of this Agreement or any other Loan Document than the Granting Lender would have
been entitled to receive, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender) and (iii) the Granting Lender shall for all purposes including approval
of any amendment, waiver or other modification of any provision of the Loan Documents, remain the Lender of record hereunder. In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC,
it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any state thereof; *provided*, *however*, that
(i) in the case of the Borrower, such SPC’s Granting Lender is in compliance in all material respects with its obligations
to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during
such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section 9.04(e), any
SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions
(consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC
to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.
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(f)Any
Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any
Affiliated Lender on a non-pro rata basis through (x) Dutch Auctions open to all Lenders on a *pro rata* basis in accordance
with the Auction Procedures or (y) solely in the case of assignments to the Sponsor Group, Holdings, the Borrower, Debt Fund Affiliates
or Non-Debt Fund Affiliates, open market purchases, subject to the following limitations:
(i)Holdings
and each Affiliated Lender (other than any Debt Fund Affiliate) shall represent to the assigning Lender as of the date of any such purchase,
sale or assignment conducted through a Dutch Auction, that as of the date of such purchase or assignment, it is not in possession of
any material non-public information with respect to the Holdings, the Borrower, their respective Subsidiaries or any of their respective
securities that has not been made available to the Lenders prior to such date (other than those Lenders that do not wish to receive material
non-public information with respect to the Borrower, its Subsidiaries or their respective securities) and which could reasonably be expected
to have a material effect upon, or otherwise be material, to a Lender’s decision to assign Loans to such Affiliated Lenders;
(ii)Affiliated
Lenders (other than any Debt Fund Affiliate) will not be entitled to receive information provided solely to Lenders by the Administrative
Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative
Agent;
(iii)after
giving effect to the cancellations described in clause (vii) below, the aggregate principal amount of Term Loans held
at any one time by Affiliated Lenders (other than any Debt Fund Affiliates) may not exceed 20% of the aggregate principal amount of all
Term Loans (including any Incremental Term Loans and Other Term Loans) outstanding at such time under this Agreement;
(iv)any
purchase conducted pursuant to this Section 9.04(f) may not be funded by drawings on the Revolving Facility;
(v)at
the time of such Dutch Auction notice or purchase or open market purchases, no Default or Event of Default shall have occurred and be
continuing or would result therefrom;
(vi)each
Affiliated Lender (other than any Debt Fund Affiliate) shall be deemed to have voted in any bankruptcy proceedings of the Borrower in
the same proportion as the allocation of voting with respect to such matter by those Lenders who are not Affiliated Lenders (including
any Debt Fund Affiliates), except to the extent that any plan of reorganization proposes to treat the obligations held by such Affiliated
Lender in a manner that is less favorable to such Affiliated Lender than the proposed treatment of similar obligations held by Lenders
that are not Affiliated Lenders; and
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(vii)any
Term Loans purchased by Holdings, the Borrower or any of their respective Subsidiaries shall be automatically and permanently cancelled
immediately upon acquisition by Holdings, the Borrower or such Subsidiary to the extent permitted by applicable law and such cancellation
of Term Loans shall not constitute a voluntary or mandatory prepayment for purposes of Section 2.12 or Section 2.13,
but the face amount of Term Loans cancelled as provided for herein shall be applied on a pro rata basis to the remaining scheduled installments
of principal due in respect of the Term Loans.
(g)Notwithstanding
the foregoing, (i) any member of the Sponsor Group, Debt Fund Affiliate or Non-Debt Fund Affiliate party to an assignment or purchase
may (but shall not be required to) contribute Loans subject to such assignment or purchase to Holdings or any of its Subsidiaries for
purposes of cancellation of such Loans and (ii) no amendment, modification or waiver pursuant to Section 9.02 shall
affect any Affiliated Lender (in its capacity as a Lender) in a manner that is materially disproportionate to the effect on any Lender
of the same Class or that would deprive such Affiliated Lender of its pro-rata share of any payments to which it is entitled. For
purposes of any amendment, waiver or modification described in Section 9.04(h), Affiliated Lenders will be deemed to have
voted in the same proportion as non-Affiliated Lenders voting on such matter; *provided*, *however*, that Affiliated Lenders
shall be entitled to receive their ratable portion of any amendment, waiver or consent fee paid by the Borrower to the Lenders in order
to obtain any such amendment, waiver or consent; *provided, further* that no Debt Fund Affiliate will be subject to such voting
limitations with respect to any consents that require 100% of all or all directly affected Lenders and each Debt Fund Affiliate will
be entitled to vote with respect to such matters as if it was a Lender.
(h)Notwithstanding
anything in Section 9.02 or the definition of “Required Lenders” to the contrary, (i) for purposes of determining
whether the Lenders or Required Lenders have (x) consented (or not consented) to any amendment, modification, waiver, consent or
other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (y) otherwise acted
on any matter related to any Loan Document or (z) directed or required the Administrative Agent, Collateral Agent or any Lender
to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans (or Commitments
in respect thereof) held by any Affiliated Lenders (other than Debt Fund Affiliates) shall be deemed to be not outstanding for all purposes
of calculating whether the Required Lenders have taken any actions and (ii) Debt Fund Affiliates may not in the aggregate account
for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amounts in excess of such 49.9% will be subject
to the limitations of clause (h)(i) of this Section 9.04. Notwithstanding the foregoing, for so long as
no Default or Event of Default has occurred or is continuing, an Affiliated Lender shall have the right to vote on any amendment, modification,
waiver or consent that would require (1) the vote of all Lenders or (2) the vote of all Lenders directly and adversely affected
thereby.
(i)Notwithstanding
anything herein to the contrary, the Administrative Agent shall have no responsibility for, or liability in connection with, monitoring
or enforcing the prohibition on assignments or participations to Disqualified Assignees. Without limiting the generality of the foregoing,
the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or
prospective Lender or participant is a Disqualified Assignee or (y) have any liability with respect to or arising out of any assignment
or participation of loans, or disclosure of confidential information, to, or the restrictions on any exercise of rights or remedies of,
any Disqualified Assignee.
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(j)Any
assignment or participation made to any Person in violation of this Section 9.04 shall be void *ab initio*. In the event
of such an assignment or participation in violation of this Section 9.04, Borrower shall be entitled to pursue any remedy
available to it (whether at law or in equity, including specific performance to unwind such assignment or participation) against the
assignor or participating Lender and such assignee or participant. The Administrative Agent shall have the right, and is hereby authorized,
to provide the list of Disqualified Assignees to the Lenders, any Participant or prospective Lender or Participant upon any request made
to the Administrative Agent, so long as such recipient agrees to keep the list of Disqualified Assignees confidential.
**Section 9.05***Survival*.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that an Agent or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue
in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under
this Agreement is outstanding and unpaid or unsatisfied, any Letter of Credit that has been Cash Collateralized (or if a backstop letter
of credit reasonably satisfactory to the Issuing Bank is in place) remains and so long as the Commitments have not expired or terminated.
The provisions of Section 2.17, Section 2.18, Section 2.19 and Section 9.03 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment
of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.
**Section 9.06***Counterparts;
Integration; Effectiveness*. This Agreement may be executed in one or more 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. This
Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Agents 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 Article 4, this Agreement shall become effective
when it shall have been executed by the Agents and when the Administrative Agent shall have received counterparts 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 the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier or electronic (“pdf” or “tif”) format shall be effective as delivery of
a manually executed counterpart to this Agreement.
**Section 9.07***Severability*.
To the extent permitted by law, any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
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**Section 9.08***Right
of Setoff*. If an Event of Default shall have occurred and be continuing, after obtaining the prior written consent of the Administrative
Agent, each Agent and Lender 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) at any time held and other obligations at any
time owing by such Agent or Lender to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the
Secured Obligations held by such Agent or Lender, irrespective of whether or not such Agent or Lender shall have made any demand under
the Loan Documents and although such obligations may be unmatured. The applicable Agent or Lender shall promptly 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 9.08. The rights of each Agent and Lender
under this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Agent
or Lender may have.
**Section 9.09***Governing
Law; Jurisdiction; Consent to Service of Process*.
(a)THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(b)Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal
or New York State court sitting in the Borough of Manhattan, New York, New York (the “Specified Jurisdiction”) in
any suit, action or proceeding arising out of or relating to any Loan Documents, the transactions contemplated thereby, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court; *provided* that suit for the recognition or enforcement of any judgment obtained in any such U.S. Federal or New
York State court may be brought in any other court of competent jurisdiction. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Notwithstanding the foregoing, nothing in this Agreement or any other Loan Document shall affect any right that
the Administrative Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement
or any other Loan Document against any Loan Party or its properties outside the Specified Jurisdiction.
(c)Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section 9.09. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.
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(d)To
the extent permitted by law, each party to this Agreement hereby irrevocably waives personal service of any and all process upon it and
agrees that all such service of process may be made by registered mail (return receipt requested) directed to it at its address for notices
as provided for in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.
**Section 9.10***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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.
**Section 9.11***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 shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
**Section 9.12***Confidentiality*.
Each Agent and each Lender agrees (and each Lender agrees to cause its SPC, if any) to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees,
governing board of trustees, equity holders, representatives and agents, including accountants, legal counsel and other advisors (it
being understood that the Persons to whom such disclosure is made are advised of the obligation to retain such information as confidential,
and such Agent or Lender shall be responsible for its Affiliate’s compliance with this Section 9.12), (b) to the
extent required or requested by any regulatory (including self-regulatory), governmental or administrative authority having jurisdiction
over such Agent or Lender or their respective Affiliates, based on the reasonable advice of legal counsel, (in which case such Agent
or Lender shall, except with respect to any audit or examination conducted by accountants or any governmental authority or by the National
Association of Insurance Commissioners or state insurance regulators exercising examination or regulatory authority over it or its Affiliates,
to the extent practicable promptly notify the Borrower, prior to disclosure, to the extent permitted by law or regulation), (c) to
the extent required by law or by any subpoena or similar legal process; *provided* that unless specifically prohibited by applicable
law or legal process, such Agent or Lender shall promptly notify the Borrower of any such request prior to disclosure, (d) to any
other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as or at least as restrictive as those of this Section 9.12, to (i) any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, including,
without limitation, any SPC, (ii) any pledgee referred to in Section 9.04, (iii) any actual or prospective counterparty
(or its advisors) to any swap or Derivative Transaction relating to the Loan Parties and their obligations or (iv) to the Federal
Reserve Bank or any central bank in connection with a pledge or assignment pursuant to Section 9.04(d), without the notice
or consent of any other party, (g) with the prior written consent of the Borrower, to any nationally recognized rating agency when
required by it, *provided* that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality
of any confidential information relating to Loan Parties received by it from any Agent or any Lender, to market data collectors solely
for purposes of league table credit reporting with the disclosed information limited to the amount of the Term Loans and Revolving Commitments,
pricing and maturity, the parties hereto and the roles of any Agents and the Lead Arrangers hereunder or (h) to the extent such
Information becomes publicly available other than as a result of a breach of this Section 9.12 by such Person. For the purposes
of this Section, “Information” means all information received from any Loan Party or its Affiliates or its Affiliates’
directors, officers, partners, employees, trustees, investment advisors or agents, relating to the Loan Parties or their businesses,
the Sponsor Group or the Transactions other than any such information that is available to any Agent or any Lender on a nonconfidential
basis prior to disclosure by any Loan Party.
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**Section 9.13***Rights
under Hedge Agreements*. No Hedge Agreement will create (or be deemed to create) in favor of any Hedge Counterparty that is a
party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Guarantor under
the Loan Documents. By accepting the benefits of the Collateral, such Hedge Counterparty shall be deemed to have appointed the Collateral
Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this Section 9.13.
**Section 9.14***Several
Obligations; Violation of Law*. The respective obligations of the Lenders hereunder are several and not joint and the failure
of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations
hereunder. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any Requirements of Law.
**Section 9.15***USA
PATRIOT Act*. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) that is subject to the requirements
of the USA PATRIOT Act (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of
each Loan Party and other information that will allow such Lenders to identify the Loan Parties in accordance with the Act and the Beneficial
Ownership Regulation.
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**Section 9.16***Disclosure*.
Each Loan Party and each Lender hereby acknowledges and agrees that the Agents and/or their Affiliates from time to time may hold investments
in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates. In connection with
all aspects of the Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan
Document), Holdings and the Borrower acknowledge and agree, and acknowledge on behalf of their respective Restricted Subsidiaries, that:
(a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, each Lead Arranger,
the Issuing Bank and each Lender are arm’s-length commercial transactions between the Borrower and each other Loan Party, on the
one hand, and the Administrative Agent, each Lead Arranger, the Issuing Bank and each Lender, on the other hand, (ii) the Borrower
and each of the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,
and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, each Lead Arranger,
the Issuing Bank and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any other Loan Party and
(ii) neither the Administrative Agent, any Lead Arranger, the Issuing Bank nor any Lender has any obligation to the Borrower or
any other Loan Party with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in
the other Loan Documents; and (c) the Administrative Agent, each Lead Arranger, the Issuing Bank and the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and the other
Loan Parties, and neither the Administrative Agent, the Lead Arrangers, the Issuing Bank nor any Lender has any obligation to disclose
any of such interests to the Borrower or any other Loan Party. To the fullest extent permitted by law, the Borrower and each other Loan
Party hereby waives and releases any claims that it may have against the Administrative Agent, each Lead Arranger and each Lender with
respect to any breach or alleged breach of fiduciary duty in connection with any aspect of the Loan Documents.
**Section 9.17***Appointment
for Perfection*. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit
of the Collateral Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can
be perfected by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender
shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral
to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.
**Section 9.18***Interest
Rate Limitation*. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the Maximum Rate. If any Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded
to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
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**Section 9.19***Exclusive
Authority*. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to
enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Article 7 for the benefit of all the Lenders and the Issuing Banks, (ii) no
Secured Party shall have any right individually to realize upon any of the Collateral under any Collateral Documents or to enforce the
Loan Guaranty under Article 10, it being understood and agreed that all powers, rights and remedies under the Loan Guaranty
under Article 10 and the other Collateral Documents may be exercised solely by the Administrative Agent for the benefit of
the Secured Parties in accordance with the terms thereof and (iii) in the event of a foreclosure by the Administrative Agent on
any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all
of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender
or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled,
for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold in any
such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by
the Administrative Agent at such sale.
**Section 9.20***Releases
of Liens*. The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral
shall be automatically terminated and released, whether or not on the date of such release there may be outstanding Obligations in respect
of Secured Hedging Obligations, (i) upon the termination of all Commitments and payment and satisfaction in full in cash of all
Obligations (other than (x) obligations in respect of Hedge Agreements and (y) Unliquidated Obligations and the expiration
or termination of all Letters of Credit (or upon Cash Collateralization of all Letters of Credit in a manner and pursuant to arrangements
reasonably satisfactory to the Issuing Bank or back-stopped by a letter of credit in form and substance reasonably satisfactory to the
Issuing Bank), (ii) upon the sale or other disposition of the property constituting such Collateral (including as part of or in
connection with any other sale or other disposition permitted hereunder) to any Person other than another Loan Party, to the extent such
sale or other disposition is made in compliance with the terms of this Agreement (and the Agents may rely conclusively on an Officer’s
Certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) if the release
of such Lien is approved, authorized or ratified in writing by the Required Lenders (other than with respect to a release of all or substantially
all of the Collateral), (iv) to the extent the property constituting such Collateral is owned by any Loan Guarantor, upon the release
of such Loan Guarantor from its obligations under its Loan Guaranty in accordance with the provisions of this Agreement or (v) as
required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agents and the
Lenders pursuant to the Collateral Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or
any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained
by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral to the extent
required under the provisions of the Loan Documents. The Lenders irrevocably authorize the Collateral Agent to, and the Collateral Agent
promptly upon the request of the Borrower shall, take all actions reasonably required to effect the releases described in the preceding
sentence. In addition, the Collateral Agent agrees to (and the Secured Parties authorize the Collateral Agent to) release or subordinate
any Lien on any property granted to the Collateral Agent to the holder of a Lien permitted by Section 6.03(m). In connection
with any termination or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such
Loan Party’s expense, all documents and take such further actions that such Loan Party shall reasonably request to evidence such
termination or release. Additionally, the Secured Parties authorize each Agent to, on behalf of the Secured Parties without the further
consent or acquiescence of the Secured Parties (and each Agent shall), enter into intercreditor agreements required under any Credit
Agreement Refinancing Indebtedness, other Indebtedness permitted under Section 6.02 or Liens permitted under Section 6.03.
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**Section 9.21***Conflicts*.
In the event of any conflict or inconsistency between the provisions hereunder and the provisions of any other Loan Document, then, notwithstanding
anything contained in such Loan Document, the provisions contained in this Agreement will prevail and the provisions of such Loan Document
will be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency. If any act or omission of a Loan Party
or its Subsidiary is expressly permitted under this Agreement but is prohibited under any other Loan Document, such act or omission shall
be permitted.
**Section 9.22***Intercreditor
Agreements*. Each Lender hereunder agrees that it will be bound by and will take no actions contrary to the provisions of any
First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and authorizes and instructs the Administrative
Agent and the Collateral Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable,
when applicable, on behalf of such Lender. The foregoing provisions are intended as an inducement to the Lenders under this Agreement
to extend credit and such Lenders are intended third party beneficiaries of such provisions and any First Lien Intercreditor Agreement
or Junior Lien Intercreditor Agreement, as applicable.
**Section 9.23***Acknowledgment
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 Lender
that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, 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:
(a)the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected Financial Institution; and
(b)the
effects of any Bail-In Action on any such liability, including, if applicable:
(i)a
reduction in full or in part or cancellation of any such liability;
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(ii)a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or
(iii)the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.
**Section 9.24***Acknowledgement
Regarding Any Supported QFC.*
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
any Swap Obligations 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):
(a)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 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.
(b)As
used in this Section 9.24, the following terms have the following meanings:
“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.
194
“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).
“Default Right”
has 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.
“QFC” has
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).
**Section 9.25***Special
Provisions Relating to Currencies Other Than Dollars*
(a)If
at any time that a Loan (or Letter of Credit) denominated in an Designated Foreign Currency is outstanding and the relevant Designated
Foreign Currency is fully replaced by the Euro as the lawful currency of the country that issued such Designated Foreign Currency (the
“Issuing Country”) so that all payments are to be made in the Issuing Country in Euro and not in the Designated Foreign
Currency previously the lawful currency of such country, then such Loan (or Letter of Credit) denominated in such Designated Foreign Currency
shall be automatically converted into a Loan (or Letter of Credit) denominated in Euro in a principal amount equal to the amount of Euro
into which the principal amount of such Designated Foreign Currency denominated Loan (or Letter of Credit) would be converted pursuant
to law and thereafter no further Loans or Letters of Credit will be available in such Designated Foreign Currency.
(b)All
funds to be made available to Administrative Agent or the Issuing Bank, as applicable, pursuant to this Agreement in any currency other
than Dollars shall be made available to the Administrative Agent or the Issuing Bank, as applicable, in immediately available, freely
transferable, cleared funds to such account with such bank in such principal financial center as the Administrative Agent or the Issuing
Bank, as applicable, shall from time to time nominate for this purpose. In relation to the payment of any amount denominated in any currency
other than Dollars, neither the Administrative Agent nor the Issuing Bank shall be liable to the Borrower or any of the Lenders for any
delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Administrative
Agent or the Issuing Bank if the Administrative Agent or Issuing Bank shall have taken all relevant and necessary steps to achieve, on
the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the relevant
currency) to the account with the bank in the principal financial center in the participating member state which the Borrower or, as the
case may be, any Lender shall have specified for such purpose. As used in this Section 9.25, “all relevant and necessary
steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing
or settlement system as the Administrative Agent or Issuing Bank may from time to time determine for the purpose of clearing or settling
payments of such currency. Furthermore, and without limiting the foregoing, neither the Administrative Agent nor the Issuing Bank shall
be liable to the Borrower or any of the Lenders with respect to the foregoing matters in the absence of its bad faith, gross negligence
or willful misconduct (as determined in the final, non-appealable judgment of a court of competent jurisdiction).
195
**Article 10**
**LOAN
GUARANTY**
**Section 10.01***Guaranty.* Each
Loan Guarantor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the
Secured Parties the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times
thereafter, of the Secured Obligations (collectively the “Guaranteed Obligations”). Subject to Requirements of
Law and the terms and conditions of the underlying Collateral Documents, each Loan Guarantor further agrees that the Guaranteed
Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound
upon its guarantee notwithstanding any such extension or renewal.
**Section 10.02***Guaranty
of Payment.*
This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to
require any Agent or any other Secured Party to sue the Borrower, any Loan Guarantor, any other guarantor, or any other Person
obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce
its rights in respect of any collateral securing all or any part of the Guaranteed Obligations.
**Section 10.03***No
Discharge or Diminishment of Loan Guaranty.*
(a)Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to any
reduction, limitation, impairment or termination for any reason (other than the payment in full in Cash of the Guaranteed Obligations,
except for any Unliquidated Obligations), including:(i) any
claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by
operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of the Borrower or any other Loan
Guarantor of or other Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization, judicial
management or other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation
of any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time
against any Obligated Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or in any unrelated
transactions.
(b)If
any or all of the Guaranteed Obligations are not duly paid or performed by the applicable Loan Parties and are not paid or performed by
the Loan Guarantors under Section 10.01 for any reason whatsoever, each Loan Guarantor shall, as a separate and distinct obligation,
indemnify and save each of the Secured Parties harmless from and against all losses, costs, damages, expenses, claims and liabilities
that each such Secured Party may suffer or incur in connection with or in respect of any failure by the applicable Loan Parties for any
reason to pay or perform any of the Guaranteed Obligations, and shall pay all such amounts to the Administrative Agent after demand as
herein provided.
(c)If,
and to the extent that, any amount in respect of the Guaranteed Obligations is not recoverable from any Loan Guarantor under this Agreement
on the basis of a guarantee or the Secured Parties are not indemnified under Section 10.03(b), in each case, for any reason
whatsoever, then, notwithstanding any other provision of this Agreement, such Loan Guarantor shall be liable under this Agreement as principal
obligor in respect of the due payment of such amount and shall pay such amount to the Administrative Agent after demand as herein provided.
196
(d)Except
for termination of a Loan Party’s obligations hereunder or as expressly permitted by Section 10.12, the obligations
of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason
of the invalidity, illegality, or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law
or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.
(e)Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any
Agent or any other Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed
Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations;
(iii) any release, non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower or any other
Person for all or any part of the Guaranteed Obligations or any obligations of any other Loan Guarantor of or other Person liable for
any of the Guaranteed Obligations; (iv) any action or failure to act by any Agent or any other Secured Party with respect to any
collateral securing any part of the Guaranteed Obligations or (v) any default, failure or delay, willful or otherwise, in the payment
or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to
any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law
or equity (other than the payment in full in Cash of the Guaranteed Obligations).
**Section 10.04***Defenses
Waived*. To the fullest extent permitted by applicable law, and except for termination of a Loan Party’s obligations
hereunder or as expressly permitted by Section 10.12, each Loan Guarantor hereby waives any defense based on or arising
out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of the Borrower or any Loan Guarantor, in each case other than the
payment in full in Cash of the Guaranteed Obligations (other than Unliquidated Obligations). Without limiting the generality of the
foregoing, each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent
permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person
against any Obligated Party, or any other Person. The Collateral Agent may, at its election, in accordance with applicable law,
foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in
lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed
Obligations, and the Administrative Agent may, at its election, compromise or adjust any part of the Guaranteed Obligations, make
any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party,
without affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty except to the extent the
Guaranteed Obligations have been fully paid in Cash. To the fullest extent permitted by applicable law, each Loan Guarantor waives
any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or
any security.
197
**Section 10.05***Rights
of Subrogation*. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of
subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until payment in full in
Cash of the Guaranteed Obligations (other than Unliquidated Obligations).
**Section 10.06***Subordination
of Other Obligations*. Any Indebtedness of the Borrower or any Loan Guarantor now or hereafter held by any Loan Guarantor
(the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such
Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held
in trust for the Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent
for the benefit of the Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. Nothing in this Section
10.06 is intended to create a charge or security interest.
**Section 10.07***Reinstatement;
Stay of Acceleration.* If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or any other Loan Party or otherwise,
each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as
though the payment had not been made. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon
the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party, all such amounts otherwise subject to
acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan
Guarantors forthwith on demand by the Administrative Agent.
**Section 10.08***Information*.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and its
Subsidiaries’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan
Guaranty, and agrees that none of the Agents nor any other Secured Party shall have any duty to advise any Loan Guarantor of
information known to it regarding those circumstances or risks.
**Section 10.09***Maximum
Liability*. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate
law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then,
notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further
action by the Loan Guarantors or the Secured Parties, be automatically limited and reduced to the highest amount that is valid and
enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan
Guarantor’s “Maximum Liability”). This Section 10.09 with respect to the Maximum Liability of
each Loan Guarantor is intended solely to preserve the rights of the Secured Parties to the maximum extent not subject to avoidance
under applicable law, and no Loan Guarantor nor any other Person or entity shall have any right or claim under this Section 10.09 with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall
not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from
time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and
remedies of the Secured Parties hereunder, *provided* that, nothing in this sentence shall be construed to increase any Loan
Guarantor’s obligations hereunder beyond its Maximum Liability.
198
**Section 10.10***Contribution*.
In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Loan
Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under
this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying
Guarantor an amount equal to such Non-Paying Guarantor’s “Guarantor Percentage” of such payment or payments
made, or losses suffered, by such Paying Guarantor. For purposes of this Article 10, “Guarantor
Percentage” means with respect to any such payment or loss by a Paying Guarantor an amount determined as of the date on
which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of
such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying
Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying
Guarantor from the Borrower and the other Loan Parties after the date hereof (whether by loan, capital infusion or by other means)
to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date
(without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum
Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from
the Borrower and the other Loan Parties after the date hereof (whether by loan, capital infusion or by other means). Nothing in this
provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such
Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any
contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment
in full in Cash of the Guaranteed Obligations. This provision is for the benefit of the Agents, the other Secured Parties and the
Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.
**Section 10.11***Liability
Cumulative*. The liability of each Loan Party as a Loan Guarantor under this Article 10 is in addition to and
shall be cumulative with all liabilities of each Loan Party to the Agents and the other Secured Parties under this Agreement and the
other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties,
without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.
199
**Section 10.12***Release
of Loan Guarantors*. Notwithstanding anything in Section 9.02(b) to the contrary, a Subsidiary Guarantor
shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (A) upon
the consummation of any transaction permitted hereunder if as a result thereof such Loan Guarantor would no longer be required to
provide a guarantee of the Obligations pursuant to Section 5.11(b)*; provided, further* to the extent any such Loan
Guarantor becomes an Excluded Subsidiary pursuant to clause (e) of the definition thereof, the transaction resulting in
such Guarantor becoming an Excluded Subsidiary shall be (1) for a bona fide business purpose in the good faith determination of
the Borrower and (2) not with an Affiliate of the Borrower or (B) upon the termination of the Commitments and payment and
satisfaction in full in Cash of all Obligations (other than Unliquidated Obligations). In connection with any such release, the
Agents shall promptly execute and deliver to any Loan Guarantor that is a Subsidiary, at such Loan Guarantor’s expense, all
documents that such Loan Guarantor shall reasonably request to evidence termination or release. Any execution and delivery of
documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the
Agents.
**Section 10.13***Excluded
Swap Obligations*. Each Loan Party that is a Qualified ECP Guarantor at the time the Loan Guaranty or the grant of the
security interest hereunder and under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect
to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party
from time to time to honor all of its obligations under this Loan Guaranty and the other Loan Documents in respect of such Swap
Obligation (but, in each case, only up to such Qualified ECP Guarantor’s Maximum Liability). The obligations and undertakings
of each Qualified ECP Guarantor under this Section 10.13 shall remain in full force and effect until the Obligations
have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 10.13 to
constitute, and this Section 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a
“keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity
Exchange Act.
*[Remainder of Page Intentionally Left Blank]*
200
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
**LYMI INC**., as the Borrower
By: /s/ Jennifer MacLellan
Name: Jennifer MacLellan
Title: Chief Financial Officer
**REF HOLDINGS, INC**., as Holdings and a Loan Guarantor
By: /s/ Jennifer MacLellan
Name: Jennifer MacLellan
Title: Vice President & Treasurer
**BIG LADY LLC HEY BUI LLC UNICORN KISS LLC & REFORMATION MADDISON LLC**, as Loan Guarantors
By: /s/ Jennifer MacLellan
Name: Jennifer MacLellan
Title: Treasurer
*[Signature Page to
Credit and Guaranty Agreement]*
JPMorgan Chase Bank, N.A.,
as Administrative Agent, Collateral Agent, Lender, Issuing Bank and Swing Line Lender
By: /s/ Rebecca Belding
Name: Rebecca Belding
Title: VP
*[Signature Page to Credit and Guaranty Agreement]2*
**Citibank, N.A**., as Lender
By: /s/ Jason Boera
Name: Jason Boera
Title: Director
*[Signature Page to
Credit and Guaranty Agreement]3*
**Royal Bank of Canada,** as Lender
By: /s/ Jennifer Xu
Name: Jennifer Xu
Title: Authorized Signatory
*[Signature Page to
Credit and Guaranty Agreement]4*
MORGAN STANLEY SENIOR FUNDING, INC.,
as Lender
By: /s/ Michael King
Name: Michael King
Title: Vice President
*[Signature Page to Credit and Guaranty
Agreement]5*
**Schedule 1.01**
**Existing Investors**
**[INTENTIONALLY OMITTED]**
**Schedule 1.02**
**Existing Letters of Credit**
**[INTENTIONALLY OMITTED]**
**Schedule 2.01(a)**
**Initial Term Loan Commitment Schedule**
**[INTENTIONALLY OMITTED]**
**Schedule 2.01(b)**
**Initial Revolving Loan Commitment Schedule**
**[INTENTIONALLY OMITTED]**
**Schedule 3.05(d)**
**IP Claims**
**[INTENTIONALLY OMITTED]**
**Schedule 3.06**
**Litigation**
**[INTENTIONALLY OMITTED]**
**Schedule 3.14**
**Capitalization and Subsidiaries**
**[INTENTIONALLY OMITTED]**
**Schedule 5.13**
**Post-Closing Matters**
**[INTENTIONALLY OMITTED]**
**Schedule 6.02**
**Existing Indebtedness**
**[INTENTIONALLY OMITTED]**
**Schedule 6.03(l)**
**Existing Liens**
**[INTENTIONALLY OMITTED]**
**Schedule 6.04**
**Existing Restrictions**
**[INTENTIONALLY OMITTED]**
**Schedule 6.08**
**Existing Investments**
**[INTENTIONALLY OMITTED]**
EXHIBIT A to
Credit and Guaranty Agreement
**[FORM OF]
ASSIGNMENT AND ASSUMPTION**
**[INTENTIONALLY OMITTED]**
A-1
EXHIBIT B to
Credit and Guaranty Agreement
**[FORM OF]
COMPLIANCE CERTIFICATE**
**[INTENTIONALLY OMITTED]**
B-1
EXHIBIT C to
Credit and Guaranty Agreement
**[FORM OF]
JOINDER AGREEMENT**
**[INTENTIONALLY OMITTED]**
C-1
EXHIBIT D to
Credit and Guaranty Agreement
**[FORM OF]
BORROWING REQUEST**
**[INTENTIONALLY OMITTED]**
Exhibit D
EXHIBIT E to
Credit and Guaranty Agreement
**[FORM OF]
PROMISSORY NOTE**
**[INTENTIONALLY OMITTED]**
E-1
EXHIBIT F to
Credit and Guaranty Agreement
**[FORM OF]
INTEREST ELECTION REQUEST**
**[INTENTIONALLY OMITTED]**
F-1
EXHIBIT G to
Credit and Guaranty Agreement
**AUCTION PROCEDURES**
**[INTENTIONALLY OMITTED]**
G-1
EXHIBIT H to
Credit and Guaranty Agreement
**[FORM OF]
SOLVENCY CERTIFICATE**
**[INTENTIONALLY OMITTED]**
H-1
EXHIBIT I to
Credit and Guaranty Agreement
**[FORM OF]
ISSUANCE NOTICE**
**[INTENTIONALLY OMITTED]**
I-1
EXHIBIT J to
Credit and Guaranty Agreement
**[FORM OF INTERCOMPANY SUBORDINATION AGREEMENT]**
**GLOBAL INTERCOMPANY NOTE**
**[INTENTIONALLY OMITTED]**
J-1
EXHIBIT K to
Credit and Guaranty Agreement
**[FORM OF]
OPTIONAL PREPAYMENT NOTICE**
**[INTENTIONALLY OMITTED]**
K-1
EXHIBIT L-1 to
Credit and Guaranty Agreement
**[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE**
**[INTENTIONALLY OMITTED]**
L-1-1
EXHIBIT L-2 to
Credit and Guaranty Agreement
**[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE**
**[INTENTIONALLY OMITTED]**
L-2-1
EXHIBIT L-3 to
Credit and Guaranty Agreement
**[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE**
**[INTENTIONALLY OMITTED]**
L-3-1
EXHIBIT L-4 to
Credit and Guaranty Agreement
**[FORM OF]
U.S. TAX COMPLIANCE CERTIFICATE**
(For Foreign Lenders That Are Partnerships for
U.S. Federal Income Tax Purposes)
**[INTENTIONALLY OMITTED]**
L-4-1
---
## EXHIBIT 10.27
SEC source: [tm2513004d11_ex10-27.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-27.htm)
**Exhibit 10.27**
***Execution Version***
AMENDMENT
NO. 1 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 17, 2026 (this “**Amendment**”), among LYMI INC., a Delaware
corporation (the “**Borrower**”), REF HOLDINGS, INC. (“**Holdings**”), the Subsidiary Guarantors party
hereto, the Revolving Lenders party hereto, the Initial Term Lenders party hereto, the 2026 Initial Term Lenders (as defined below),
the 2026 Delayed Draw Term Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including
any successor thereto, the “**Administrative Agent**”), as collateral agent (in such capacity, including any successor
thereto, the “**Collateral Agent**”), as Issuing Bank and as Swingline Lender.
WHEREAS,
reference is made to that certain Credit and Guaranty Agreement, dated as of May 2, 2024 (as amended, restated, supplemented or
otherwise modified from time to time prior to the Amendment Effective Date (as defined below), the “**Credit Agreement**”),
by and among the Borrower, Holdings, certain Subsidiaries of the Borrower from time to time party thereto, the lenders and issuing banks
from time to time party thereto, the Administrative Agent and the Collateral Agent;
WHEREAS,
the Borrower has requested that the Credit Agreement be amended to amend the terms set forth in the Credit Agreement to (a)(i) extend
the Revolving Commitment Termination Date applicable to the Revolving Commitments to the date which is the fifth anniversary of the Amendment
Effective Date, (ii) extend the Term Loan Maturity Date applicable to the Initial Term Loans to the date which is the fifth anniversary
of the Amendment Effective Date and (iii) amend the amortization schedule set forth in Section 2.11(a) of the Credit Agreement
applicable to the Initial Term Loans as set forth in the Amended Credit Agreement (as defined below), (b) establish and allow for
a new tranche of Initial Term Loans (the “**2026 Initial Term Loans**”) in the aggregate principal amount of $52,000,000,
that will form a part of the same class of Term Loans as the Initial Term Loans, pursuant to the terms set forth in the Amended Credit
Agreement, the proceeds of which shall be used to (i) finance the Amendment No. 1 Dividend (as defined in the Amended Credit
Agreement) and (ii) pay fees and expenses in connection with the foregoing, (c) establish and allow for a new, separate class
of commitments, in the form of delayed draw term commitments (the “**2026 Delayed Draw Term Commitments**”) in the aggregate
amount of $40,000,000, that, once funded (which may occur on one more occasions following the Amendment Effective Date), will constitute
Term Loans of the same class as the Initial Term Loans (the “**2026 Delayed Draw Term Loans**”), pursuant to the terms
set forth in the Amended Credit Agreement, the proceeds of which shall be used to (i) finance the Amendment No. 1 Dividend
and (ii) pay fees and expenses in connection with the foregoing, (d) permit the payment of the Amendment No. 1 Dividend
to the equity holders of Holdings in the aggregate amount of $90,000,000 and (e) make certain other amendments to the Credit Agreement,
in each case on the terms and conditions set forth herein (such transactions, collectively, the “**Amendment Transactions**”);
WHEREAS,
each Person that agrees to make 2026 Initial Term Loans (collectively, the “**2026 Initial Term Lenders**”) will make
2026 Initial Term Loans to the Borrower on the Amendment Effective Date in the amount set forth opposite such 2026 Initial Term Lender’s
name on Schedule 1 hereto (collectively, the “**2026 Initial Term Loan Commitments**”);
WHEREAS,
each Person that agrees to make 2026 Delayed Draw Term Commitments available to the Borrower (collectively, the “**2026 Delayed
Draw Term Lenders**”) will make such 2026 Delayed Draw Term Commitments available to the Borrower on the Amendment Effective
Date in the amount set forth opposite such 2026 Delayed Draw Term Lender’s name on Schedule 2 hereto;
WHEREAS,
the Borrower has requested an amendment to the Credit Agreement that would effect the modifications to the Credit Agreement set forth
herein, and each Lender and Issuing Bank party hereto consents to this Amendment;
WHEREAS,
JPMorgan Chase Bank, N.A., CitiBank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada have been appointed as the
Lead Arrangers (as defined below) with respect to this Amendment; and
WHEREAS,
this Amendment includes amendments to the Credit Agreement that will become effective on the Amendment Effective Date on the terms and
subject to the conditions set forth herein.
Accordingly,
in consideration of the foregoing and for 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 have the meanings assigned to them in the Credit Agreement as amended
hereby (the “**Amended Credit Agreement**”).
**SECTION 2. Amendment
Transactions.**
(a) Subject
to the terms and conditions set forth herein, each 2026 Initial Term Lender severally agrees to make a 2026 Initial Term Loan to the
Borrower on the Amendment Effective Date in a principal amount equal to its 2026 Initial Term Commitment, which amount shall be made
available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement.
(b) Subject
to the terms and conditions set forth herein, each 2026 Delayed Draw Term Lender severally agrees to (i) provide to the Borrower
its respective 2026 Delayed Draw Term Commitment on the Amendment Effective Date and (ii) provide its respective portion of the
2026 Delayed Draw Term Loans to the Borrower, at any time and from time to time after the Amendment Effective Date, subject only to the
conditions set forth in Section 4.02 of the Amended Credit Agreement, in an aggregate principal amount that will not result in the
principal amount of the 2026 Delayed Draw Term Loans of such 2026 Delayed Draw Term Lender exceeding the 2026 Delayed Draw Term Commitment
of such 2026 Delayed Draw Term Lender, in each case in accordance with the Amended Credit Agreement.
**SECTION 3. Amendments
to the Credit Agreement and Certain Schedules**. Each of the parties hereto agrees that, effective on the Amendment Effective Date
(a) the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same
manner as the following example: double-underlined text) as set forth
in the pages of the Credit Agreement attached as Exhibit A hereto and (b) (i) Schedule 2.01C shall be added
to the Credit Agreement to reflect the 2026 Initial Term Commitments effected hereby as specified on Schedule 1 hereto and (ii) Schedule
2.01D shall be added to the Credit Agreement to reflect the 2026 Initial Delayed Draw Term Commitments effected hereby as specified on Schedule 2 hereto.
**SECTION 4. Representations
and Warranties**. To induce the other parties hereto to enter into this Amendment, each Loan Party represents and warrants to the Administrative
Agent, each 2026 Initial Term Lender party hereto, each 2026 Delayed Draw Term Lender party hereto, each Revolving Lender, each Initial
Term Lender and the Issuing Bank, on and as of the Amendment Effective Date, that:
(a) The
execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate or other organizational action
on the part of each Loan Party. This Amendment has been duly executed and delivered by each Loan Party and is the legally valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency
or similar laws affecting creditors’ rights generally and to general principles of equity, good faith and fair dealing.
2
(b) The
representations and warranties of the Borrower and each other Loan Party contained in Article 3 of the Amended Credit Agreement
or any other Loan Document (as defined in the Credit Agreement) shall be true and correct in all material respects (or, with respect
to any such representation or warranty that is qualified by materiality or Material Adverse Effect, in all respects) on and as of the
Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects (or, with respect to any such representation or warranty that is qualified
by materiality or Material Adverse Effect, in all respects) as of such earlier date.
(c) As
of the Amendment Effective Date, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing
or would result from the consummation of the Amendment Transactions.
**SECTION 5. Amendment
Effective Date**.
(a) The
effectiveness of this Amendment, the amendments and transactions set forth in Sections 2 and 3, the making of the 2026
Initial Term Loans and effectiveness of the 2026 Delayed Draw Term Commitments, in each case, are subject to the satisfaction or waiver
of the following conditions (the first date on which all such conditions precedent are satisfied (or waived), the “**Amendment
Effective Date**”):
(i) the
Administrative Agent (or counsel) shall have received from each Loan Party (A) either (1) a counterpart of this Amendment signed
on behalf of such party or (B) written evidence satisfactory to the Administrative Agent that such party has signed a counterpart
of this Amendment and (2) a Borrowing Request as described in Section 2.03(a) of the Amended Credit Agreement;
(ii) the
Administrative Agent shall have received (A) a certificate of each Loan Party, dated the Amendment Effective Date, which shall (1) certify
the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of this Amendment
and the other Loan Documents executed in connection with this Amendment, (2) identify by name and title and bear the signatures
of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and (3) contain appropriate attachments,
including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of
organization of such Loan Party, (B) a good standing certificate (if relevant) as of a recent date for each Loan Party from its
jurisdiction of organization and (C) a Solvency Certificate;
(iii) the
Administrative Agent shall have received a customary opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special United States
counsel for the Loan Parties;
(iv) the
Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that the conditions
specified in Section 4(b) and (c) have been satisfied;
(v) Any
fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have
been paid) by the Borrower to the Administrative Agent on the Amendment Effective Date;
(vi) The
Borrower shall have paid all fees, charges and disbursements of Davis Polk & Wardwell LLP for which invoices have been presented
at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any
fees paid pursuant to this clause (vi) shall be paid by the Borrower to the Administrative Agent on the Amendment Effective Date);
3
(vii) The
Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders
that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the
Patriot Act and the Beneficial Ownership Regulation, to the extent the Borrower shall have received written reasonable requests therefor
(and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment
Effective Date; and
(b) For
purposes of determining compliance with the conditions specified in Section 5(a) hereof, each existing Revolving Lender, Initial
Term Lender, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Swing Line Lender and Issuing Bank that has signed this Amendment
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such existing Revolving Lender, Initial Term Lender, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Swing Line Lender
and Issuing Bank, as the case may be, prior to the Amendment Effective Date specifying its objection thereto.
**SECTION 6. Effect
of 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 Lenders or Agents under the existing Credit Agreement or any other Loan Document, and shall not
alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the existing
Credit Agreement or any other provision of the existing Credit Agreement or of any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Except as expressly set forth herein, nothing herein shall be deemed
a waiver, amendment, modification or other change of any of the terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement or any other Loan Document in similar or different circumstances.
(b) The
parties hereto acknowledge and agree that this Amendment and the other Loan Documents executed and delivered in connection with this
Amendment do not constitute a novation or termination of any of the Obligations.
(c) From
and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document
shall be deemed a reference to the Credit Agreement as amended hereby. From and after the Amendment Effective Date, each reference in
the Credit Agreement to “Schedule 2.01”, “thereunder”, “thereof”, “therein”, or words
of like import, and each reference to the Schedule 2.01 to the Credit Agreement in any other Loan Document shall be deemed a reference
to Schedule 2.01 to the Credit Agreement as amended hereby. This Amendment shall constitute a “**Loan Document**” for
all purposes of the Credit Agreement and the other Loan Documents.
4
**SECTION 7. Reaffirmation;
Grant of Security Interest**. Notwithstanding the effectiveness of this Amendment and the Amendment Transactions, (i) each Loan
Party acknowledges and agrees that, (A) each Loan Document to which it is a party is hereby confirmed and ratified and shall remain
in full force and effect according to its respective terms and (B) the Collateral Documents do, and all of the Collateral does,
and in each case shall continue to, secure the payment of all Secured Obligations on the terms and conditions set forth in the Collateral
Documents, and hereby ratifies the security interests granted by it pursuant to the Collateral Documents and (ii) each Guarantor
hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Loan Guaranty with respect to all of the
Guaranteed Obligations. Without limiting the foregoing, as security for the payment or performance, as the case may be, in full of the
Secured Obligations, each entity identified as a “Grantor” on the signature pages hereto (hereinafter, collectively,
the “**Grantors**” and each, a “**Grantor**”), hereby grants to the Collateral Agent, for the benefit of
the Secured Parties, a continuing security interest in all of such Grantor’s right, title and interest in, to and under all of
the Collateral (as defined in the U.S. Pledge and Security Agreement), wherever located and whether now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest. The
security interest granted hereunder is duplicative of the security interest granted under the U.S. Pledge and Security Agreement, does
not affect the validity, scope or existence of the security interest granted under the U.S. Pledge and Security Agreement, and shall
be governed by the U.S. Pledge and Security Agreement, including the exercise of any rights and remedies with respect to the security
interest granted hereunder. Each Grantor hereby irrevocably authorizes the Collateral Agent (and its counsel) at any time and from time
to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and
amendments and continuations thereto that (i) describe the collateral covered thereby, including as “all assets of the Debtor,
whether now owned or hereafter acquired or in which the Debtor otherwise has rights” or words of similar effect and (ii) contain
the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of
any financing statement or amendment.
**SECTION 8. GOVERNING
LAW; ETC**.
(a) **THIS
AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT OR THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.**
**(b) THE
TERMS OF SECTIONS 9.09(B), (C) AND (D) AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS,
AND THE PARTIES HERETO AGREE TO SUCH TERMS.**
**SECTION 9. Costs
and Expenses**. The Borrower agrees to reimburse the Administrative Agent for its reasonable and documented out-of-pocket costs and
expenses in connection with this Amendment to the extent required pursuant to (and subject to the limitations set forth in) Section 9.03(a) of
the Credit Agreement.
**SECTION 10. Counterparts;
Effectiveness**. This Amendment may be executed in one or more 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. This Amendment,
the other Loan Documents and any separate letter agreements with respect to fees payable to the Agents 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. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or
electronic (“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart to this
Amendment.
**SECTION 11. Headings**.
Section headings herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction
of, or be taken into consideration in interpreting, this Amendment.
5
[Remainder of page intentionally
left blank]
6
**IN
WITNESS WHEREOF,** the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first written above.
**LYMI INC.**,
as Borrower and as a Grantor
By: /s/ Joshua Moore
Name: Joshua Moore
Title: Chief Financial Officer
**REF HOLDINGS, INC.**,
as Holdings, as a Loan Guarantor and as a Grantor
By: /s/ Joshua Moore
Name: Joshua Moore
Title: Vice President and Treasurer
**BIG LADY LLC**,
as a Loan Guarantor and as a Grantor
By: /s/ Joshua Moore
Name: Joshua Moore
Title: Treasurer
**HEY BUI LLC**,
as a Loan Guarantor and as a Grantor
By: /s/ Joshua Moore
Name: Joshua Moore
Title: Treasurer
*[Signature
Page – Amendment No. 1 (LYMI Inc.)]*
**UNICORN KISS LLC**,
as a Loan Guarantor and as a Grantor
By: /s/ Joshua Moore
Name: Joshua Moore
Title: Treasurer
**REFORMATION MADISON LLC**,
as a Loan Guarantor and as a Grantor
By: /s/ Joshua Moore
Name: Joshua Moore
Title: Treasurer
*[Signature
Page – Amendment No. 1 (LYMI Inc.)]*
**JPMORGAN CHASE BANK, N.A.,**
as Administrative Agent, Collateral Agent, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender, Revolving Lender, Issuing Bank and Swing Line Lender
By: /s/ Erica Ashby
Name: Erica Ashby
Title: Authorized Signer
*[Signature Page – Amendment No. 1 (LYMI Inc.)]*
**CITIBANK, N.A.,**
as 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender and Revolving Lender
By: /s/ Martina Ciarrocchi
Name: Martina Ciarrocchi
Title: Senior Vice President
*[Signature Page – Amendment No. 1 (LYMI Inc.)]*
**MORGAN STANLEY SENIOR FUNDING, INC.,**
as 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender and Revolving Lender
By: /s/ Michael King
Name: Michael King
Title: Vice President
*[Signature Page – Amendment No. 1 (LYMI Inc.)]*
**ROYAL BANK OF CANADA,**
as 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Initial Term Lender and Revolving Lender
By: /s/ Jennifer Xu
Name: Jennifer Xu
Title: Authorized Signatory
*[Signature
Page – Amendment No. 1 (LYMI Inc.)]*
**SCHEDULE 1**
**2026 Initial
Term Loan Commitments**
| 2026 Initial Term Lender | | |
| --- | --- | --- |
| JPMorgan Chase Bank, N.A. | $16,956,521.74 | 32.6% |
| Citibank, N.A. | $11,304,347.83 | 21.7% |
| Morgan Stanley Senior Funding, Inc. | $5,652,173.91 | 10.9% |
| Royal Bank of Canada | $18,086,956.52 | 34.8% |
| TOTAL | $52,000,000 | 100.00% |
**SCHEDULE 2**
**2026 Delayed
Draw Term Commitments**
| 2026 Initial Delayed Draw Term Lender | | |
| --- | --- | --- |
| JPMorgan Chase Bank, N.A. | $13,043,478.26 | 32.6% |
| Citibank, N.A. | $8,695,652.17 | 21.7% |
| Morgan Stanley Senior Funding, Inc. | $4,347,826.09 | 10.9% |
| Royal Bank of Canada | $13,913,043.48 | 34.8% |
| TOTAL | $40,000,000 | 100.00% |
**EXHIBIT A**
**Amendments to
Credit Agreement**
[*See attached.*]
***Execution Version***
CREDIT AND GUARANTY AGREEMENT
dated as of May 2, 2024,
as
amended by Amendment No. 1, dated as of June 17, 2026
among
LYMI INC.,
as the Borrower,
REF HOLDINGS, INC.,
as Holdings,
THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY
HERETO,
THE FINANCIAL INSTITUTIONS
PARTY HERETO,
as the Lenders,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent,
JPMORGAN CHASE BANK, N.A.,
CITIBANK, N.A., MORGAN STANLEY SENIOR FUNDING,
INC. and ROYAL BANK OF CANADA,
Lead Arrangers and Lead Bookrunners
| Line item | TABLE OF CONTENTS / ARTICLE 1 / DEFINITIONS | Page |
| --- | --- | --- |
| Section 1.01 | Defined Terms | 1 |
| Section 1.02 | Classification of Loans and Borrowings | 5256 |
| Section 1.03 | Terms Generally | 5256 |
| Section 1.04 | Effectuation of Amendment No. 1 Transactions | 5257 |
| Section 1.05 | Accounting Terms; GAAP; Currency | 5257 |
| Section 1.06 | Timing of Payment of Performance | 5358 |
| Section 1.07 | Pro Forma Calculations | 5358 |
| Section 1.08 | Determination of Compliance with Certain Covenants; Amounts | 5660 |
| Section 1.09 | Divisions | 5661 |
| Section 1.10 | Rates | 5661 |
| Section 1.11 | Exchange Rates, Currency Equivalents | 5761 |
| | ARTICLE 2 | |
| | THE CREDITS | |
| Section 2.01 | Term Loan Commitments | 5762 |
| Section 2.02 | Term Loans and Borrowings | 5762 |
| Section 2.03 | Request for Term Loan Borrowings | 5863 |
| Section 2.04 | Revolving Commitments | 6065 |
| Section 2.05 | Revolving Loans and Borrowings | 6065 |
| Section 2.06 | Request for Revolving Borrowings | 6066 |
| Section 2.07 | Swing Line Loans | 6268 |
| Section 2.08 | Letters of Credit | 6570 |
| Section 2.09 | Type; Interest Elections | 7076 |
| Section 2.10 | Termination or Reduction of Commitments | 7178 |
| Section 2.11 | Repayment of Loans; Evidence of Debt | 7278 |
| Section 2.12 | Optional Prepayment of Loans | 7379 |
| Section 2.13 | Mandatory Prepayments | 7480 |
| Section 2.14 | Fees | 7783 |
| Section 2.15 | Interest | 7884 |
| Section 2.16 | Benchmark Replacement Setting. | 7885 |
| Section 2.17 | Increased Costs | 8087 |
| Section 2.18 | Break Funding Payments | 8188 |
| Section 2.19 | Taxes | 8188 |
| Section 2.20 | Payments Generally; Allocation of Proceeds; Sharing of Set-offs | 8491 |
| Section 2.21 | Mitigation Obligations; Replacement of Lenders | 8592 |
| Section 2.22 | Illegality | 8693 |
| Section 2.23 | Incremental Commitments | 8694 |
| Section 2.24 | Refinancing Amendments | 8997 |
| Section 2.25 | Extensions of Loans | 9098 |
| Section 2.26 | Defaulting Lenders | 92100 |
i
| Line item | ARTICLE 3 / REPRESENTATIONS AND WARRANTIES | |
| --- | --- | --- |
| Section 3.01 | Organization; Powers | 96103 |
| Section 3.02 | Authorization; Enforceability | 96104 |
| Section 3.03 | Governmental Approvals; No Conflicts | 96104 |
| Section 3.04 | Financial Condition; No Material Adverse Change | 96104 |
| Section 3.05 | Properties | 97105 |
| Section 3.06 | Litigation and Environmental Matters | 98105 |
| Section 3.07 | Compliance with Laws and Agreements; Licenses and Permits | 98106 |
| Section 3.08 | No Defaults | 98106 |
| Section 3.09 | Investment Company Status | 98106 |
| Section 3.10 | Taxes | 98106 |
| Section 3.11 | ERISA | 99106 |
| Section 3.12 | Disclosure; No Undisclosed Liabilities | 99107 |
| Section 3.13 | Solvency | 99107 |
| Section 3.14 | Subsidiaries | 100107 |
| Section 3.15 | Security Interest in Collateral | 100108 |
| Section 3.16 | Labor Disputes | 100108 |
| Section 3.17 | Federal Reserve Regulations | 100108 |
| Section 3.18 | Sanctioned Persons | 101108 |
| Section 3.19 | PATRIOT Act; Anti-Money Laundering; FCPA | 101109 |
| | ARTICLE 4 | |
| | CONDITIONS | |
| Section 4.01 | Closing Date Conditions | 101109 |
| Section 4.02 | Conditions to Each Extension of Credit after the Closing Date | 103111 |
| | ARTICLE 5 | |
| | AFFIRMATIVE COVENANTS | |
| Section 5.01 | Financial Statements and Other Reports | 104112 |
| Section 5.02 | Existence | 107115 |
| Section 5.03 | Payment of Taxes and Claims | 107116 |
| Section 5.04 | Maintenance of Properties | 107116 |
| Section 5.05 | Insurance | 107116 |
| Section 5.06 | Inspections | 108116 |
| Section 5.07 | Compliance with Laws | 108117 |
| Section 5.08 | Environmental | 108117 |
| Section 5.09 | Reserved. | 109117 |
| Section 5.10 | Use of Proceeds | 109117 |
| Section 5.11 | Additional Collateral; Further Assurances | 109118 |
| Section 5.12 | Designation Of Unrestricted Subsidiaries | 112120 |
| Section 5.13 | Post-Closing Items | 112120 |
ii
ARTICLE 6
NEGATIVE COVENANTS
| Section 6.01 | Financial Covenants. | 113121 |
| --- | --- | --- |
| Section 6.02 | Indebtedness | 113121 |
| Section 6.03 | Liens | 119128 |
| Section 6.04 | No Further Negative Pledges | 124133 |
| Section 6.05 | Restricted Payments | 125134 |
| Section 6.06 | Cash Payments on Junior Financing | 129138 |
| Section 6.07 | [Reserved] | 130139 |
| Section 6.08 | Investments | 130139 |
| Section 6.09 | Fundamental Changes; Disposition of Assets | 134143 |
| Section 6.10 | Transactions with Affiliates | 138147 |
| Section 6.11 | Conduct of Business; Fiscal Year | 139149 |
| Section 6.12 | Sale and Lease-Back Transactions | 139149 |
| Section 6.13 | Amendments or Waivers of Charter Documents | 139149 |
| Section 6.14 | Amendments of or Waivers with Respect to Certain Indebtedness | 140149 |
| Section 6.15 | Holdings | 140150 |
| | ARTICLE 7 | |
| | EVENTS OF DEFAULT | |
| Section 7.01 | Events of Default | 140150 |
| Section 7.02 | Remedies | 143153 |
| | ARTICLE 8 | |
| | THE AGENTS | |
| Section 8.01 | General | 143153 |
| Section 8.02 | Lender Acknowledgement | 145155 |
| Section 8.03 | Erroneous Payments | 146157 |
| Section 8.04 | Borrower Communications | 148158 |
| | ARTICLE 9 | |
| | MISCELLANEOUS | |
| Section 9.01 | Notices | 149159 |
| Section 9.02 | Waivers; Amendments | 151161 |
| Section 9.03 | Expenses; Indemnity; Damage Waiver | 154164 |
| Section 9.04 | Successors and Assigns | 156166 |
| Section 9.05 | Survival | 162173 |
| Section 9.06 | Counterparts; Integration; Effectiveness | 162173 |
| Section 9.07 | Severability | 163174 |
| Section 9.08 | Right of Setoff | 163174 |
| Section 9.09 | Governing Law; Jurisdiction; Consent to Service of Process | 163174 |
| Section 9.10 | WAIVER OF JURY TRIAL | 164175 |
| Section 9.11 | Headings | 164175 |
iii
| Section 9.12 | Confidentiality | 164175 |
| --- | --- | --- |
| Section 9.13 | Rights under Hedge Agreements. | 165176 |
| Section 9.14 | Several Obligations; Violation of Law | 165176 |
| Section 9.15 | USA PATRIOT Act | 165176 |
| Section 9.16 | Disclosure | 165176 |
| Section 9.17 | Appointment for Perfection | 166177 |
| Section 9.18 | Interest Rate Limitation | 166177 |
| Section 9.19 | Exclusive Authority | 166177 |
| Section 9.20 | Releases of Liens | 166178 |
| Section 9.21 | Conflicts | 167178 |
| Section 9.22 | Intercreditor Agreements. | 167179 |
| Section 9.23 | Acknowledgment and Consent to Bail-In of Affected Financial Institutions | 167179 |
| Section 9.24 | Acknowledgement Regarding Any Supported QFC. | 168179 |
| Section 9.25 | Special Provisions Relating to Currencies Other Than Dollars | 169180 |
| | ARTICLE 10 | |
| | LOAN GUARANTY | |
| Section 10.01 | Guaranty | 170181 |
| Section 10.02 | Guaranty of Payment | 170181 |
| Section 10.03 | No Discharge or Diminishment of Loan Guaranty | 170181 |
| Section 10.04 | Defenses Waived | 171182 |
| Section 10.05 | Rights of Subrogation | 171183 |
| Section 10.06 | Subordination of Other Obligations | 171183 |
| Section 10.07 | Reinstatement; Stay of Acceleration | 172183 |
| Section 10.08 | Information | 172183 |
| Section 10.09 | Maximum Liability | 172184 |
| Section 10.10 | Contribution | 172184 |
| Section 10.11 | Liability Cumulative | 173184 |
| Section 10.12 | Release of Loan Guarantors | 173185 |
| Section 10.13 | Excluded Swap Obligations | 173185 |
iv
SCHEDULES:
Schedule 1.01 Existing Investors
Schedule 1.01A Secured Hedging Obligations
Schedule 1.02 Existing Letters of Credit
Schedule 2.01A Initial Term Loan Commitment Schedule
Schedule 2.01B Initial Revolving Commitment Schedule
Schedule 2.01C 2026 Initial Term Loan Commitment Schedule
Schedule 2.01D 2026 Delayed Draw Term Commitment Schedule
Schedule 3.06 Litigation
Schedule 3.14 Capitalization and Subsidiaries
Schedule 5.13 Post-Closing Matters
Schedule 6.02 Existing Indebtedness
Schedule 6.03(l) Existing Liens
Schedule 6.04 Existing Restrictions
Schedule 6.08 Existing Investments
EXHIBITS:
Exhibit A Form of Assignment and Assumption
Exhibit B Form of Compliance Certificate
Exhibit C Form of Joinder Agreement
Exhibit D Form of Borrowing Request
Exhibit E Form of Promissory Note
Exhibit F Form of Interest Election Request
Exhibit G Auction Procedures
Exhibit H Form of Solvency Certificate
Exhibit I Form of Issuance Notice
Exhibit J Form of Intercompany Subordination Agreement
Exhibit K Form of Optional Prepayment Notice
Exhibit L Form of Tax Certificates
v
CREDIT AND GUARANTY AGREEMENT,
dated as of May 2, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
among LYMI INC., a Delaware corporation (the “ Borrower”), REF HOLDINGS, INC., a Delaware corporation (“Holdings”),
each other subsidiary of the Borrower from time to time party hereto, the Lenders (as defined in Section 1.01) and JPMORGAN
CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”)
and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders hereunder.
**RECITALS**
TheOn
the Closing Date, the Borrower has requested that the Lenders extend credit, consisting
of (i) Initial Term Loans in an aggregate principal amount equal to $165,000,000 to be made on the Closing Date and (ii) Revolving
Commitments in an aggregate principal amount of $30,000,000 to be available on the Closing Date and at any time and from time to time
after the Closing Date and prior to the Maturity Date. The proceeds of the Initial Term Loans are to
bewere used (x) within 30 days of the Closing
Date to finance the Closing Date Dividend and (y) on or after the Closing Date for other general corporate purposes, capital expenditures,
Permitted Acquisitions and other Investments, in each case as permitted under this Agreement. On
the Amendment No. 1 Effective Date, the Borrower has requested that the Lenders extend credit, consisting of (i) 2026 Initial
Term Loans in an aggregate principal amount equal to $52,000,000 to be made on the Amendment No. 1 Effective Date, which shall form
part of the same Class of loans as the Initial Term Loans and (ii) 2026 Delayed Draw Term Commitments in an aggregate amount
equal to $40,000,000 to provide 2026 Delayed Draw Term Loans, which shall form part of the same class of loans as the Initial Term Loans.
The proceeds of the 2026 Initial Term Loans are to be used to finance a portion of the Amendment No. 1 Dividend and to pay Amendment
No. 1 Transaction Costs. The proceeds of the 2026 Delayed Draw Term Loan are to be used to finance a portion of the Amendment No. 1
Dividend and pay Amendment No. 1 Transaction Costs. The proceeds of the Revolving Commitments may be used on and after the
Closing Date as set forth in Section 2.05(bc).
The Lenders are willing to extend
such credit to the Borrower and the other Loan Parties on the terms and subject to the conditions set forth herein. Accordingly, the parties
hereto agree as follows:
**ARTICLE 1**
**DEFINITIONS**
**Section 1.01** *Defined Terms*.
As used in this Agreement, the following terms have the meanings specified below:
“2026
Delayed Draw Term Commitment” means the commitments as of the Amendment No. 1 Effective Date of any 2026 Delayed Draw Term
Lender to make the 2026 Delayed Draw Term Loans pursuant to Section 2.01(c), and any Incremental Term Commitments deemed to be of
the same Class as the 2026 Delayed Draw Term Commitments pursuant to Section 2.23(b). The amount of each 2026 Delayed Draw Term
Lender’s 2026 Delayed Draw Term Commitment is set forth on the 2026 Delayed Draw Term Commitment Schedule. The aggregate amount
of the 2026 Delayed Draw Term Commitments as of the Amendment No. 1 Effective Date is $40,000,000.
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“2026
Delayed Draw Term Commitment Fee” means, with respect to the 2026 Delayed Draw Term Commitment, 0.50% per annum.
“2026
Delayed Draw Term Commitment Schedule” means Schedule 2.01D attached hereto.
“2026
Delayed Draw Term Commitment Termination Date” shall mean the earliest of (w) the first anniversary of the Amendment No. 1
Effective Date, (x) the Term Loan Maturity Date, (y) the date on which the Delayed Draw Term Commitments have been fully drawn
pursuant to Section 2.01(c) and (z) the date on which the Delayed Draw Term Commitments have been terminated in full pursuant
to Section 2.10(a) or (b).
“2026
Delayed Draw Term Lender” means, at any time, any Lender that has a 2026 Delayed Draw Term Commitment or a 2026 Delayed Draw Term
Loan at such time and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental
Assumption Agreement, an Extension or a Refinancing Amendment, other than any such Person that ceases to be a party hereto pursuant to
an Assignment and Assumption or upon the satisfaction in full of the 2026 Delayed Draw Term Loans and termination of the 2026 Delayed
Draw Term Commitments held by such Person pursuant to the terms of this Agreement.
“2026
Delayed Draw Term Loan” means the Initial Term Loans made from time to time on or after the Amendment No. 1 Effective Date
pursuant to Section 2.01(c).
“2026
Initial Term Lenders” means the Persons listed on the 2026 Initial Term Loan Commitment Schedule as 2026 Initial Term Lenders and
any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, an Incremental Assumption Agreement,
an Extension or a Refinancing Amendment, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption
or upon the satisfaction in full of the 2026 Initial Term Loans held by such Person pursuant to the terms of this Agreement.
“2026
Initial Term Loan Commitment” means the commitments as of the Amendment No. 1 Effective Date of any 2026 Initial Term Lender
to make the 2026 Initial Term Loans pursuant to Section 2.01(b), and any Incremental Term Commitments deemed to be of the same Class as
the 2026 Initial Term Loan Commitments pursuant to Section 2.23(b). The amount of each 2026 Initial Term Lender’s 2026 Initial
Term Loan Commitment is set forth on the 2026 Initial Term Loan Commitment Schedule. The aggregate amount of the 2026 Initial Term Loan
Commitments as of the Amendment No. 1 Effective Date is $52,000,000.
“2026
Initial Term Loan Commitment Schedule” means Schedule 2.01C attached hereto.
“2026
Initial Term Loans” means the Initial Term Loans made on the Amendment No. 1 Effective Date pursuant to Section 2.01(b).
“ABR” means,
when used in reference to any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.
“Act” shall have the meaning assigned to
such term in Section 9.15.
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“Additional Lender” shall have the meaning
assigned to such term in Section 2.24(a).
“Administrative Agent” shall have the meaning
assigned to such term in the preamble to this Agreement.
“Administrative Agent
Fee Letter” means that certain Fee Letter, dated as the date hereof, by and between Borrower and the Administrative Agent.
“Adverse Proceeding”
means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority,
domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries,
threatened in writing against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.
“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, “control”, (including, with correlative meanings, the terms “controlling”,
“controlled by” and “under common control with”), as applied to any Person, means the possession,
directly or indirectly, of (a) for purposes of Section 6.10, the power to vote 10% or more of the Capital Stock having
the ordinary voting power for the election of directors of such Person or (b) for all other purposes, the power to direct or cause
the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise,
but excluding any Person that would be an “Affiliate” solely because it is an unrelated portfolio company of the Sponsor
Group.
“Affiliated Lender”
means, at any time, any Lender that is Holdings, or any Subsidiary of Holdings or any of their respective Affiliates (excluding any Debt
Fund Affiliates); *provided* that, notwithstanding the foregoing, “Affiliated Lender” shall not include any natural person.
“Agent Indemnitee” shall have the meaning
set forth in Section 9.03.
“Agents” means the Administrative Agent
and the Collateral Agent.
“Agreement” shall have the meaning assigned
to such term in the preamble.
“AHYDO Catch-Up Payment”
means any payment, including subordinated debt obligations, in each case to avoid the application of Section 163(e)(5) of the
Code.
“Alternate Base Rate”
means, 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* 1/2 of 1.00% and (c) 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 U.S. Government Securities Business Day, the immediately preceding
U.S. Government Securities Business Day determined on such day *plus* 1.00%; *provided* that, for the purpose of this definition,
Term SOFR for 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). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate Rate or Term SOFR shall be
effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or Term SOFR, as the case may be. For
the avoidance of doubt, at no time shall the Alternate Base Rate be less than 1.00% per annum.
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“Amendment
No. 1” means that certain Amendment No. 1 to Credit and Guaranty Agreement, dated as of June 17, 2026, among the
Borrower, Holdings, the Subsidiary Guarantors party thereto, the Revolving Lenders, the Initial Term Lenders, the 2026 Initial Term Lenders,
the 2026 Delayed Draw Term Lenders, the Issuing Banks, the Swing Line Lender the Administrative Agent and the Collateral Agent.
“Amendment
No. 1 Effective Date” means the Amendment Effective Date (as defined in Amendment No. 1).
“Amendment
No. 1 Dividend” means the dividend paid by Holdings on and at any time (and from time to time) after the Amendment No. 1
Effective Date to the equity holders of Holdings in an amount not to exceed $90,000,000.
“Amendment
No. 1 Transaction Costs” means fees and expenses payable or otherwise borne by Holdings and its Subsidiaries in connection
with the Amendment No. 1 Transactions and the transactions contemplated thereby.
“Amendment
No. 1 Transactions” means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents
to which they are a party and the making of the Borrowings hereunder on the Amendment No. 1 Effective Date or in connection with
the transactions described in Amendment No. 1, (b) the payment of the Amendment No. 1 Transaction Costs and (c) the
payment of the Amendment No. 1 Dividend.
“Applicable Margin”
means, for any day (a) with respect to Initial Revolving Loans (i) with respect to any Term Benchmark Revolving Loan or RFR
Revolving Loan, 3.75% and (ii) with respect to any ABR Loan, 2.75%, (b) with respect to Initial Term Loans (i) with respect
to any Term Benchmark Loan, 3.75%, (ii) with respect to any ABR Loan, 2.75%, (c) with respect to any Incremental Term Loan or
Incremental Revolving Loan, as specified in the appropriate Incremental Assumption Agreement, (d) with respect to any Extended Loan,
as specified in the applicable Extension Offer and (e) with respect to any Refinancing Term Loans or Refinancing Revolving Loans,
as specified in the applicable Refinancing Amendment.
“Applicable Percentage”
means, with respect to any Lender with respect to any Class or Classes of Loans or Commitments, a percentage equal to a fraction
the numerator of which is the aggregate outstanding principal amount of the Commitments (or, if no Commitments are then outstanding, the
Loans) of such Class or Classes of such Lender and the denominator of which is the aggregate outstanding principal amount of the
Commitments (or, if no Commitments are then outstanding, the Loans) of such Class or Classes of all Lenders.
“Approved Borrower Portal” shall have the
meaning assigned to such term in Section 8.04(a).
“Approved Currency” means Dollars and each
Designated Foreign Currency.
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“Approved Fund”
means any Person (other than 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) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.
“Asset Sale” means any Dispositions of
property pursuant to Section 6.09(n), 6.09(t)(iii), (z) and/or (aa) that yield aggregate consideration
to Holdings or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-Cash proceeds consisting of
notes or other debt securities and valued at fair market value in the case of other non-Cash proceeds) in excess of an amount equal to
$5,000,000 with respect to any single Disposition or series of related Dispositions of property; *provided* that Dispositions excluded
as Asset Sales pursuant to the foregoing threshold shall not exceed $10,000,000 in the aggregate for any Fiscal Year.
“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent and the Borrower.
“Attributable Indebtedness”
means, in respect of a Sale and Lease-Back Transaction, at the time of determination, the present value of the obligation of the Loan
Party that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license
or other payments during the remaining term of the lease, license or other arrangement included in such Sale and Lease-Back Transaction,
including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party
(or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.
“Auction Agent”
means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not
an Affiliate of the Administrative Agent) to act as an arranger in connection with any non-pro rata assignments of Term Loans pursuant
to Section 9.04; provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the
written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree
to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.
“Auction Procedures”
means the auction procedures with respect to non-pro rata assignments of Term Loans pursuant to Section 9.04(f) set forth
in Exhibit G hereto or such other procedures as may be reasonably acceptable to the Auction Agent.
“ASU 2016-02” shall have the meaning assigned
to such term in Section 1.05(a).
“Available Amount”
means, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of, without duplication:
(a) an amount equal to
the greater of $30,000,00038,000,000 and 50.0% Consolidated Adjusted EBITDA for the most recent Test Period for which financial statements have been made available pursuant
to Section 5.01(a) or (b)), *plus*
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(b) 50% of the cumulative amount of Consolidated
Net Income since the Closing Date through and including the last day of the most recent Test Period, *plus*
(c) (I) the cumulative
amount of Cash and Cash Equivalent proceeds from (i) the sale of Qualified Capital Stock of Holdings or of any direct or indirect
parent of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds
have been contributed as Qualified Capital Stock to the capital of the Borrower and (ii) the Qualified Capital Stock of Holdings
or of any direct or indirect parent of Holdings issued upon conversion of Indebtedness of Holdings incurred after the Closing Date (to
the extent the proceeds therefrom were contributed to the Borrower or any Restricted Subsidiary or with respect to which the Borrower
or any Restricted Subsidiary provided a Guarantee), the Borrower or any Restricted Subsidiaries owed to a Person other than a Loan Party
or a Restricted Subsidiary and (II) the fair market value (as determined by the board of directors of the Borrower) of assets or
property received by the Borrower and/or any Restricted Subsidiaries as a contribution to its equity capital (in each case, excluding
(w) issuances of Disqualified Capital Stock, (x) an Excluded Contribution, (y) any such contribution by Holdings or any
of its Subsidiaries, and (z) issuances of Capital Stock applied pursuant to Section 6.05(c)(ii) or (d), Section 6.06(d) or Section 6.08(h) or (q)), *plus*
(d) any Declined Proceeds, *plus*
(e) 100% of the aggregate amount received by the Borrower and/or any Restricted Subsidiary in Cash, Cash Equivalents and assets (valued at the fair market value thereof, as determined by the board of directors of the Borrower) from:
(i) the sale (other than to Holdings
or any such Restricted Subsidiary) of any Capital Stock of an Unrestricted Subsidiary or any minority Investments, or
(ii) any dividend or other distribution
by an Unrestricted Subsidiary or received in respect of any minority Investments, or
(iii) any interest, returns of principal,
repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments, or
(iv) to
the extent not otherwise included in clauses (i) through (iii) above, other Investments made pursuant to Section 6.08(v),
in each case in this clause (e), (x) to the extent such Investments were originally made using the Available Amount pursuant
to Section 6.08(v) and (y) limited to an amount not to exceed the original principal amount of the applicable Investment
originally made using the Available Amount, *plus*
(f) any amount of the Available
Amount used to make Investments pursuant to Section 6.08(v) after the Closing Date and prior to such time, *minus*
(g) any amount of the Available Amount used
to make Restricted Payments pursuant to Section 6.05(e) after the Closing Date and prior to such time, *minus*
(h) any amount of the Available Amount used
to make payments or redemptions pursuant to Section 6.06(g) after the Closing Date and prior to such time.
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“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark for any Approved Currency, as applicable, (x) if
such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of
an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such
Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference
to such Benchmark pursuant to this Agreement, in each case, 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 “Interest Period” pursuant to Section 2.16(d).
“Bail-In Action”
means 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”
means, (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 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”
means, as to any Person, each and any of the following bank services provided to such Person: (a) commercial credit cards, (b) stored
value cards, (c) purchasing cards, (d) treasury management services (including, without limitation, controlled disbursement,
ACH or CPA transactions, return items and interstate depository network services), (e) other services in connection with the opening
and management of Deposit Accounts and (f) services with the endorsement and deposit of negotiable instruments.
“ Banking Services
Obligations” means, as to any Person, any and all obligations of such Person, whether absolute or contingent and however and
whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor),
in connection with Banking Services.
“Bankruptcy Code” means Title 11 of the
United States Code entitled “Bankruptcy”.
“Benchmark” means, initially,
with respect to any (i) RFR Loan, SONIA or (ii) Term Benchmark Loan, the Relevant Rate for such Approved Currency; *provided* that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the applicable Relevant
Rate or the then-current Benchmark for such Approved Currency, then “Benchmark” means the applicable Benchmark Replacement
to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(a).
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities
at such time and (b) the related Benchmark Replacement Adjustment; provided
that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the
Floor for the purposes of this Agreement and the other Loan Documents.
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“Benchmark Replacement
Adjustment” means, 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 giving due consideration to (a) 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 or (b) 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 the applicable
Approved Currency at such time.
“Benchmark Replacement Date”
means, with respect to any Benchmark, the earlier to occur of the following events with respect to the then-current Benchmark:
(a) in
the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date
of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
(b) in
the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark
(or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or
such component thereof) to be no longer representative; provided that such non-representativeness will be determined by reference
to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof)
or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such
date.
For the avoidance of doubt, (i) 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 (ii) if such
Benchmark is a term rate, 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” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to the then-current
Benchmark:
(a) a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component
thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide
such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component
thereof);
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(b) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, the CME Term SOFR Administrator,
the central bank for the Approved Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator
for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component)
or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component),
which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such
component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or
such component thereof); or
(c) a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term
rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, if such Benchmark
is a term rate, 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
Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark
Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the ninetieth (90th) day prior to the expected
date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer
than ninety (90) days after such statement or publication, the date of such statement or publication).
“Benchmark Unavailability
Period” means 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 the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance
with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for
all purposes hereunder and under any Loan Document in accordance with Section 2.16.
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means
31 C.F.R. § 1010.230.
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“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
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”.
“Board” means
the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower” shall have the meaning assigned
to such term in the preamble to this Agreement.
“Borrowing”
means any Loans of the same Class and Type made, converted or continued on the same date and, in the case of Term Benchmark Loans,
as to which a single Interest Period is in effect.
“Borrowing Minimum”
means (a) with respect to a Borrowing of Term Loans, $5,000,000, (b) with respect to a Borrowing of Revolving Loans denominated
in Dollars, $1,000,000 and (c) with respect to a Borrowing of Revolving Loans denominated in any other Designated Foreign Currency,
as the Administrative Agent and the Borrower shall agree.
“Borrowing Multiple”
means (a) with respect to a Borrowing of Term Loans, $1,000,000, (b) with respect to a Borrowing of Revolving Loans denominated
in Dollars, $100,000 and (c) with respect to a Borrowing of Revolving Loans denominated in any other Designated Foreign Currency,
as the Administrative Agent and the Borrower shall agree.
“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03(a), 2.06(a) or 2.07(b) and
substantially in the form attached hereto as Exhibit D, or such other form as shall be approved by the Administrative Agent.
“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required
by law to remain closed; provided, that, in addition to the foregoing, a Business Day shall be (a) in relation to Loans denominated
in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day and (b) in relation to any RFR
Loans, a RFR Business Day.
“Calculation Date”
means (a) the date of delivery of each Borrowing Request, (b) the date of issuance, extension or renewal of any Letter of Credit,
(c) the date of conversion or continuation of any Borrowing of a Loan, (d) each date a calculation of fees due under this Agreement
is required to be made and (e) the last Business Day of each Fiscal Quarter.
“Capital Expenditures”
shall mean, for any period, the aggregate amount (whether paid in cash or accrued as a liability) that would, in accordance with GAAP,
be included on the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries for such period as growth of
or additions to equipment, fixed assets, real property or improvements or other capital assets (including capital lease obligations)
or that should otherwise be capitalized or reflected in the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries
or other capital expenditures of such Person for such period, but excluding any such amounts (i) financed with the proceeds of Dispositions,
long term Indebtedness (other than Revolving Loans) or any issuance of Capital Stock, (ii) that are actually paid by a third party
and for which no Loan Party has provided or is required to provide or incur, directly or indirectly, any consideration or obligation
to such third party, (iii) paid in connection with the Distribution Center Transaction and (iv) related to non-maintenance
Capital Expenditures.
10
“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is or should be accounted for as a capital lease or finance lease on the balance sheet of that Person.
“Capital Lease Obligations”
means, with respect to any Person, all obligations of such Person with respect to any Capital Lease, in each case taken at the amount
thereof accounted for as indebtedness in accordance with such principles.
“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership
interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.
“Cash” means money, currency or a credit
balance in any demand or Deposit Account.
“Cash Collateralize”
means, in respect of an Obligation, to provide to the Collateral Agent, for the benefit of the Secured Parties, Cash collateral in the
applicable Approved Currency, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative
Agent (and, in the case of Letters of Credit, the Issuing Bank), or to otherwise backstop in a manner reasonably satisfactory to the Administrative
Agent (and, in the case of Letters of Credit, the Issuing Bank), such Obligations (and “Cash Collateralization”, “Cash
Collateralized” and “Cash Collateralizing” have a corresponding meaning). “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.
“Cash Equivalents”
means assets that, as of the date acquired by Holdings or any Subsidiary, are (a) marketable securities (i) issued or directly
and unconditionally guaranteed as to interest and principal by the United States Government or (ii) issued by any agency of the
United States Government, the obligations of which are backed by the full faith and credit of such government, in each case maturing
within one year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having,
at the time of the acquisition thereof, (i) a short- term rating of at least A-2 from S&P, at least P-2/MIG-2 from Moody’s
or at least F-2 from Fitch or (ii) a long-term rating of at least A from S&P, at least A-2 from Moody’s or at least A
from Fitch; (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the
acquisition thereof, a rating of at least A-1 from S&P, at least P-1 from Moody’s or at least F-1 from Fitch; (d) certificates
of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial
bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any province or territory
thereof that has Tier 1 capital (as defined in the regulations of its primary federal banking regulator) of not less than $100,000,000,
(e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types
of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $250,000,000,
and (iii) has the highest rating obtainable from either S&P, Moody’s or Fitch; (f) fully collateralized repurchase
agreements with a term of not more than 180 days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (d) above; and (g) instruments equivalent to those referred
to in clauses (a) through (f) above denominated in any foreign currency comparable in credit quality and tenor
to those referred to above and commonly used by corporations for Cash management purposes in any jurisdiction outside the United States
to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.
11
“CBR Loan”
means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.
“CBR Spread” means the Applicable Margin,
applicable to such Loan that is replaced by a CBR Loan.
“Central Bank Rate”
means, the greater of (I)(A) for any Loan denominated in (a) Sterling, the Bank of England (or any successor thereto)’s
“Bank Rate” as published by the Bank of England (or any successor thereto) from time to time, (b) Euro, one of the following
three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing
operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main
refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any
successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor
thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit
facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor
thereto) from time to time, (d) any other Designated Foreign Currency determined after the Closing Date, a central bank rate as determined
by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (II) the
Floor.
“Central Bank Rate
Adjustment” means, for any day, for any Loan denominated in (a) Euro, a rate equal to the difference (which may be a positive
or negative value or zero) of (i) the average of the EURIBOR Rate for the five most recent Business Days preceding such day for which
the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest EURIBOR Rate applicable during such
period of five Business Days) minus (ii) the Central Bank Rate in respect of Euro in effect on the last Business Day in such period,
(b) Sterling, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of Daily
Simple RFR for Sterling Borrowings for the five most recent RFR Business Days preceding such day for which Daily Simple RFR for Sterling
Borrowings was available (excluding, from such averaging, the highest and the lowest such Daily Simple RFR applicable during such period
of five RFR Business Days) minus (ii) the Central Bank Rate in respect of Sterling in effect on the last RFR Business Day in such
period and (c)) any other Designated Foreign Currency determined after the Closing Date, a Central Bank Rate Adjustment as determined
by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be
determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the
EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Approved
Currency for a maturity of one month.
“CFC” means
a controlled foreign corporation as defined in Section 957(a) of the Internal Revenue Code.
“CFC Holding Company”
means a Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia (a) that
owns equity interests in a CFC (directly or indirectly through entities that are disregarded for U.S. federal income tax purposes) and
(b) that holds no material assets other than equity interests in CFCs (or such disregarded entities referred to in clause (a)).
12
“Change in Law”
means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) adoption
or pronouncement of any request, guideline or directive (whether or not having the force of law, but if not having the force of law being
of a type with which persons to whom it is directed are accustomed to comply) of any Governmental Authority made or issued after the date
of this Agreement; *provided*, *however*, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform
and Consumer Protection Act, and all requests, rules, guidelines or directives promulgated thereunder, and all requests, rules, guidelines
or directives concerning capital adequacy promulgated by Bank for International Settlements, the Basel Committee on Banking Regulations
and Supervisory Practices (or any successor or similar authority) of the United States or foreign regulatory authorities, shall in each
case be deemed to be a “Change in Law”, regardless of the date enacted or adopted unless the Lenders are required to comply
with such request, rule, guidance or directive as of the Closing Date.
“Change of Control” means, at any time, (a) prior to an initial public offering by Holdings (or any Parent Company) in an underwritten primary
public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration
statement or prospectus filed with the SEC in accordance with the Securities Act or other applicable Requirements of Law (whether alone
or in connection with a secondary public offering) (a “Qualifying IPO”), if 50% or more of the combined voting power
of all of the Capital Stock of Holdings is not directly or indirectly beneficially owned and controlled by one or more (individually or
in the aggregate) Permitted Investors,
(b) on or after a Qualifying IPO, the acquisition
by any Person or Persons that are together a “group” within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act
or any Person (other than Permitted Investors or any “group” controlled by one or more (individually or in the aggregate)
Permitted Investors), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act), of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange
Act) of Capital Stock representing more than the greater of
(x) 35% of the total voting power of all
of the outstanding voting stock of Holdings and (y) the percentage of the total voting power of all of the outstanding voting stock
of Holdings owned, directly or indirectly, beneficially or of record by one or more (individually or in the aggregate) Permitted Investors
unless, in the case of either clause (a) or clause (b) of this definition, one or more Permitted Investors have,
at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of
the board of directors of Holdings, (c) Holdings shall cease to own directly 100% of the Capital Stock of the Borrower or (d) any
“change of control” or similar event under Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing
Debt, Permitted Unsecured Refinancing Debt or any Junior Financing that constitutes Material Indebtedness shall occur.
“Class”
means, when used in reference to (a) any Loan or Borrowing, whether such Loan, or the Loans comprising such Borrowing, are Initial
Term Loans, Initial Revolving Loans, Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing
Revolving Loans, Extended Revolving Loans or Extended Term Loans, (b) any Commitment, whether such Commitment is an Initial Term
Loan Commitment, 2026 Initial Term Loan Commitment, Initial Revolving
Commitment, 2026 Delayed Draw Term Commitment, Incremental Term Commitment, Incremental
Revolving Commitment, Extended Revolving Commitment, Refinancing Revolving Commitment or Refinancing Term Loan Commitment and (c) any
Lender, whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Each tranche of
Refinancing Term Loan Commitments, Refinancing Revolving Commitments, Extended Revolving Commitments, Refinancing Term Loans, Refinancing
Revolving Loans, Other Term Loans, Extended Term Loans or Extended Revolving Loans that have different terms and conditions shall be
construed to be in different Classes.
13
“Closing Date”
means May 2, 2024, which is the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).
“Closing Date Dividend”
means the dividend paid by Holdings within 30 days of the Closing Date to the equity holders of Holdings in an amount not to exceed $165,000,000.
“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).
“Code” means the Internal Revenue Code of
1986.
“Collateral”
means any and all property of a Loan Party subject or purported to be subject to a Lien under the Collateral Documents and any and all
other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject or purported to be subject to a Lien
pursuant to the Collateral Documents in favor of the Collateral Agent, on behalf of itself and the Secured Parties, to secure the Secured
Obligations.
“Collateral Agent” shall have the meaning
assigned to such term in the preamble to this Agreement.
“Collateral Documents”
means, collectively, the U.S. Pledge and Security Agreement, the Mortgages (if any), and any other documents granting or purporting to
grant a Lien upon the Collateral as security for payment of the Secured Obligations.
“Commitment”
means the Revolving Commitments and the Term Loan Commitments. The aggregate principal amount of the Commitments as of the ClosingAmendment
No. 1 Effective Date is $195,000,000122,000,000.
“ Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Competitor”
shall have the meaning assigned to such term in the definition of “Disqualified Assignee”.
“Compliance Certificate” means a Compliance
Certificate substantially in the form of Exhibit B.
“Conforming Changes”
means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark
Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,”
the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition
of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”),
timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or
continuation notices, the applicability and length of lookback periods, the applicability of Section 2.18 and other technical, administrative
or operational matters) that the Administrative Agent decides (in consultation with the Borrower) may be appropriate to reflect the adoption
and implementation of any such rate or to permit the use and 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 any such rate exists,
in such other manner of administration as the Administrative Agent decides (in consultation with the Borrower) is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents).
“Connection Income Taxes” means
Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits
Taxes.
14
“Consolidated Adjusted
EBITDA” means, for any period, an amount determined for Holdings and the Restricted Subsidiaries on a consolidated basis equal
to (I) Consolidated Net Income for such period, *plus* (II) to the extent deducted in arriving at such Consolidated Net
Income, the sum, without duplication, of (a) Consolidated Interest Expense and charges, commissions, discounts, yield and other
similar fees and charges incurred pursuant to Factoring Transactions which are payable to any Person other than a Loan Party, (b) provisions
for taxes based on income or equity, (c) total depreciation expense, (d) total amortization expense, (e) Transaction Costs,
(f) other non-Cash items (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential
Cash items in any future period or amortization of a prepaid Cash item that was paid in a prior period), (g) transaction, termination
and management, monitoring, consulting, board of director, administrative and similar fees and expenses to the Sponsor Group to the extent
permitted hereunder, (h) earn-out expenses resulting from acquisitions or other investments, (i) costs and expenses (including
due diligence expenses) associated with any Permitted Acquisition, merger, amalgamation, Investment or Disposition permitted hereunder,
including any related transaction (whether or not any such transaction is consummated), in each case to the extent that such transaction
constitutes a Subject Transaction, (j) costs related to the initial study and implementation of the Sarbanes-Oxley Act, including
the costs of recruiting and hiring staff, (k) stock option expenses, equity-based compensation expenses and/or expenses related
to stock-based compensation, (l) the amount of any net income (loss) attributable to non-controlling interests in any non-wholly-owned
Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Incom*e*, (m) losses arising from the
extinguishment of debt in connection with debt modifications, exchanges and similar transactions, (n) costs, expenses, charges and
losses associated with the Distribution Center Transaction, including (i) construction, development and implementation costs and
(ii) rent, utility, taxes and other related costs associated with the Distribution Center prior to the time it becomes operational,
(o) expenses incurred in connection with the prepayment, amendment, modification, restructuring or Refinancing of Indebtedness during
such period, (p) any non-capitalized transaction costs incurred during such period in connection with an actual or proposed incurrence
of Indebtedness, including a Refinancing thereof, issuance of Capital Stock or recapitalization (excluding the Transactions), (q) any
unrealized net loss incurred in such period from the application of fair value accounting in respect of Hedge Agreements, (r) any
unrealized net loss incurred in such period from currency translation losses, (s) any loss from the early extinguishment of Indebtedness
or Hedge Agreements or other derivative instruments, (t) any loss from disposed, abandoned, divested and/or discontinued assets,
properties, operations and losses on disposal of disposed, abandoned, transferred, closed or discontinued operations and any losses,
charges and expenses related to the impairment of assets (other than, at the option of the Borrower, assets, properties and/or operations
pending the divestiture or termination thereof), (u) any losses, charges, fees and expenses attributable to asset dispositions or
abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business (including,
without limitation, asset retirement costs), as determined in good faith by the Borrower, (v) restructuring and related charges,
integration costs, business optimization expenses and charges attributable to, and payments of, legal settlements, fines, judgments or
orders and severance, relocation costs, facilities start-up costs, recruiting fees, signing costs, retention or completion bonuses and
transition costs, (w) reasonably identifiable and factually supportable expected cost savings, operating expense reductions, restructuring
charges and expenses and cost-saving synergies related to the Transactions projected by the Borrower in good faith to result from actions
with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower
and evidenced by a certificate of the chief financial officer of the Borrower) within 18 months after the Closing Date; *provided* that the amount added to Consolidated Adjusted EBITDA pursuant to this clause (w) in such period, when taken together with
amounts added to Consolidated Adjusted EBITDA pursuant to clause (x) immediately below in such period, shall not exceed 25.0%
of Consolidated Adjusted EBITDA (such percentage to be calculated prior to giving effect to any amounts added to Consolidated Adjusted
EBITDA for such period pursuant to this clause (w) or clause (x) below), (x) reasonably identifiable and
factually supportable expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies
related to acquisitions, divestitures, restructuring, cost savings initiatives and other similar initiatives relating to transactions
consummated or initiatives implemented after the Closing Date (in each case other than in respect of the Transactions) and projected
by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be,
taken (in the good faith determination of the Borrower and evidenced by a certificate of the chief financial officer of the Borrower)
within 18 months after such transaction or initiative is consummated; *provided* that the amount added to Consolidated Adjusted
EBITDA pursuant to this clause (x) in such period, when taken together with amounts added to Consolidated Adjusted EBITDA
pursuant to clause (w) immediately above in such period, shall not exceed 25% of Consolidated Adjusted EBITDA (such percentage to
be calculated prior to giving effect to any amounts added to Consolidated Adjusted EBITDA for such period pursuant to this clause
(x) or clause (w) above), (y) the amount of any charge that is reimbursable by any third party pursuant to
indemnification or expense reimbursement provisions or similar agreements or insurance; *provided* that in respect of any fees,
costs and expenses added back pursuant to this clause (y), the Borrower in good faith expects to receive reimbursement for such
fees and/or charges within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal
quarters, to the extent previously added back to consolidated net income in determining Consolidated Adjusted EBITDA for a prior fiscal
quarter such reimbursement amounts shall be deducted in calculating Consolidated Adjusted EBITDA for such fiscal quarter), (z) adjustments
and add backs specifically identified in the Model, (aa) any losses or expenses incurred resulting from the effects of purchase accounting,
(bb) cash receipts (or any netting arrangements resulting in reduced cash expenses) not included in Consolidated Adjusted EBITDA in any
period solely to the extent that the corresponding non cash gains relating to such receipts were deducted in the calculation of Consolidated
Adjusted EBITDA pursuant to clause (III) below for any previous period after the Closing Date and not added back, (cc) costs, and
payments, in connection with actual or prospective litigation, legal settlements, fines, judgments or orders and (dd) rent, utilities,
taxes and other lease costs associated with domestic distribution centers or similar locations existing on the Closing Date after the
Distribution Center becomes operational and solely on account of periods ending on or prior to December 31, 2026; *provided* that the amount added to Consolidated Adjusted EBITDA pursuant to this clause (dd) in any such period shall not exceed $3 million *minus* (III) to the extent added in arriving at such Consolidated Net Income, the sum, without duplication, of (a) non-cash income
or gains (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve for potential Cash item
in any prior period), (b) income or gains arising from the extinguishment of debt in connection with debt modifications, exchanges
and similar transactions, (c) [reserved], (d) any unrealized net income or gain incurred in such period from the application
of fair value accounting in respect of Hedge Agreements, (e) any net income or gain incurred in such period from currency translation
gains, (f) any net income or gain from the early extinguishment of Indebtedness or Hedge Agreements or other derivative instruments,
(g) any net income or gains from disposal of disposed, abandoned, transferred, closed or discontinued
operations, (h) any net income or gain attributable to asset dispositions or abandonments or the sale or other disposition of any
Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Borrower and (i) any
net income or gain resulting from the effects of purchase accounting.
15
Notwithstanding anything to
the contrary contained herein, for purposes of determining Consolidated Adjusted EBITDA under this Agreement for any period that includes
any of the Fiscal Quarters ended or ending (as applicable) June 30, 2023, September 30, 2023, December 31, 2023 and March 31,
2024, Consolidated Adjusted EBITDA for the Fiscal Quarters ending June 30, 2023, September 30, 2023, December 31, 2023
and March 31, 2024 shall be deemed to be $16,619,545, $21,491,828, $15,668,176, and $7,824,927, respectively (subject to adjustments
after the Closing Date pursuant to Section 1.07).
“Consolidated Interest
Expense” means, for any period, total interest expense (including that portion attributable to Capital Lease Obligations in
accordance with GAAP and capitalized interest) of Holdings and the Restricted Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of Holdings and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under Hedge Agreements, but excluding, however, any fees payable in connection with
the Transactions on or before the Closing Date.
“Consolidated Net Income”
means, for any period, the net income (or loss) of Holdings and the Restricted Subsidiaries on a consolidated basis for such period taken
as a single accounting period determined in conformity with GAAP, excluding the effects, without duplication, of (a) the income (or
loss) of any Person (other than a Restricted Subsidiary) in which any other Person (other than Holdings or any Restricted Subsidiary)
has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any Restricted
Subsidiary by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with Holdings or any Restricted Subsidiary or that Person’s assets are acquired by
Holdings or any Restricted Subsidiary, (c) any after-tax gains or losses attributable to asset sales or returned surplus assets of
any Pension Plan, (d) any extraordinary, non-recurring or unusual gains, losses, charges or expenses and (e) the cumulative
effect of a change in accounting principles during such period to the extent included in Consolidated Net Income. In addition, to the
extent not already accounted for in the Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated
Net Income shall include the amount of net proceeds received by Holdings or any Restricted Subsidiary from business interruption insurance.
“Consolidated Total
Assets” means, as of any date, the total assets (excluding Cash and Cash Equivalents) of Holdings and the Restricted Subsidiaries
on a consolidated basis, determined in accordance with GAAP as set forth in the most recent balance sheet delivered pursuant to Section 5.01(a) or (b).
“Consolidated Total
Debt” means, at any date, an amount equal to the aggregate principal amount (or, if higher, the par value or stated face amount)
of all Indebtedness of Holdings and the Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP,
but excluding any liabilities referred to in clauses (b), (d), (f) (except to the extent of any drawn and unreimbursed
letters of credit), (g) (except to the extent any underlying Indebtedness thereunder is not otherwise excluded by this definition), (h) (except to the extent any underlying Indebtedness thereunder is not otherwise excluded by this definition) and (i) of
the definition of “Indebtedness.”
16
“Contractual Obligation”
means, as applied to any Person, any provision of any Security issued by that Person or of any material indenture, mortgage, hypothec,
deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties
is bound or to which it or any of its properties is subject.
“Controlled Investment
Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is
under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct
or indirect equity or debt investments in the Borrower and/or other companies.
“Covered Party” shall have the meaning assigned
to such term in Section 9.24(a).
“Credit Agreement
Refinancing Indebtedness” means (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing
Debt, (c) Permitted Unsecured Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each case,
issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or
to extend, renew, replace or refinance, in whole or part, existing Loans and Commitments or any then-existing Credit Agreement Refinancing
Indebtedness or to finance the purchase of Loans pursuant to Section 9.04(f) (the “Refinanced Debt”); *provided* that (i) such Indebtedness is *pari passu* or junior in right of payment with any remaining portion of the
Initial Term Loans, 2026 Delayed Draw Term Commitments and/or Initial
Revolving Commitments (or any extensions, renewals, replacements or refinancings thereof that are *pari passu* therewith), (ii) except
to the extent otherwise permitted under this Agreement (subject to a dollar for dollar usage of any other basket set forth in Section 6.02,
if applicable), such exchanged, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount
(or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced
Debt (in each case, including any unused Commitments in respect thereof as if they were fully drawn) except by an amount equal to unpaid
accrued or capitalized interest and premium thereon *plus* other reasonable and customary fees and expenses (including upfront fees
and original issue discount) in connection with such exchange, refinancing, renewal, replacement or extension, (iii) with respect
to Credit Agreement Refinancing Indebtedness constituting senior secured Indebtedness that is secured on a *pari passu* basis with
the Initial Term Loans, such Indebtedness has both a maturity and a Weighted Average Life to Maturity equal to or greater than the Refinanced
Debt and shall be subject to the MFN Adjustment, (iv) with respect to Credit Agreement Refinancing Indebtedness constituting senior
secured Indebtedness secured on a junior basis with the Initial Term Loans or unsecured Indebtedness, such Credit Agreement Refinancing
Indebtedness does not mature prior to the date that is ninety-one (91) days after the maturity date of, or have a Weighted Average Life
to Maturity shorter than the Refinanced Debt and does not require the mandatory redemption or prepayment of such Indebtedness (other
than customary provisions with respect to asset sales, insurance and condemnation proceeds events, change of control offers or events
of default) that could result in redemption of such Indebtedness earlier than the date that is ninety-one (91) days after the Maturity
Date of the Refinanced Debt, (v) Refinancing Revolving Loans (x) shall not mature or have mandatory commitment reductions prior
to the Maturity Date of the Revolving Loans being Refinanced and (y) shall be subject to no greater than pro rata treatment with
the Revolving Loans being Refinanced in respect of payments, borrowings, participation obligations and commitment reductions, (vi) the
terms and conditions of such Credit Agreement Refinancing Indebtedness (excluding pricing, rate floors, discounts, fees, optional redemption
provisions, amortization and maturities and any covenants or other terms applicable only after the Latest Maturity Date) are not materially
more favorable (when taken as whole) to the lenders or investors providing such Credit Agreement Refinancing Indebtedness than the terms
and conditions of the Loan Documents (taken as a whole) are to the Lenders, as reasonably determined by the Borrower ( *provided* that (x) a certificate of a Responsible Officer delivered to the Administrative Agent stating that the Borrower has determined in
good faith that such terms and conditions satisfy the foregoing requirement of this clause (vi) shall be conclusive evidence
that such terms and conditions satisfy the foregoing requirement of this clause (vi) and (y) the Borrower shall deliver
the final definitive documentation related to such Credit Agreement Refinancing Indebtedness promptly after the execution thereof); *provided* that, it is agreed that to the extent any financial maintenance covenant is added for the benefit of such (A) Refinancing Term Loans,
no consent shall be required to the extent that such financial maintenance covenant is also added for the benefit of each then-existing
Class of Term Loans or (B) Refinancing Revolving Commitments, no consent shall be required to the extent that such financial
maintenance covenant is also added for the benefit of each then-existing Class of Revolving Commitments that then benefits from
a financial maintenance covenant, (vii) such Indebtedness is not guaranteed by any Person other than Holdings and the Subsidiary
Guarantors, (viii) such Indebtedness may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor
other than the Collateral (or assets that become Collateral in connection therewith) and (ix) such replaced or Refinanced Debt shall
be repaid, defeased or satisfied and discharged (and any commitments in respect thereof terminated) with 100% of the Net Proceeds (or
commitments, as applicable) of the applicable Credit Agreement Refinancing Indebtedness and all accrued interest, fees and premiums (if
any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained;
and *provided*, *further*, that Credit Agreement Refinancing Indebtedness may be incurred in the form of a bridge or other
interim credit facility intended to be Refinanced with long-term Indebtedness (and such bridge or other interim credit facility shall
be deemed to satisfy clauses (iii) and (iv) of the first proviso in this definition so long as (x) such
credit facility includes customary “rollover” provisions which shall provide for the automatic extension, conversion or exchange
of such bridge loans or interim credit facility into long-term Indebtedness without any conditions precedent to such extension, conversion
or exchange (other than due to a default of the type described in Sections 7.01(f) and (g) of this Agreement)
and (y) assuming such credit facility were to be extended, converted or exchanged pursuant to the “rollover” provisions
described in the immediately preceding clause (x), such extended credit facility would comply with clauses (iii) and (iv) above).
17
“Cure Expiration Date” shall have the meaning
assigned to such term in Section 6.01.
“Daily Simple RFR”
means, for any day (an “RFR Interest Day”), an interest rate per annum equal to, for any RFR Loan, SONIA for the day
that is 5 RFR Business Days prior to (A) if such RFR Interest Day is an RFR Business Day, such RFR Interest Day or (B) if such
RFR Interest Day is not an RFR Business Day, the RFR Business Day immediately preceding such RFR Interest Day.
“Debt Fund Affiliate”
means any Affiliate of Holdings that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding
or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and with respect
to which any equity fund which has a direct or indirect equity investment in Holdings or any of its Subsidiaries does not make investment
decisions for such entity.
“Declined Proceeds” shall have the meaning
assigned to such term in Section 2.13(f).
“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.
“Defaulting Lender”
means, subject to Section 2.26, any Lender that (a) has failed to (i) fund all or any portion of its Loans (including
in respect of its participation in Letters of Credit or Swing Line Loans) within two (2) Business Days of the date such Loans were
required to be funded hereunder absent a good faith dispute, or (ii) pay to the Administrative Agent, any Issuing Bank, any Swing
Line Lender or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when
due absent a good faith dispute, (b) has notified the Borrower, the Administrative Agent or any Issuing Bank or Swing Line Lender
in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect absent
a good faith dispute, (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the
Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations
hereunder (*provided* that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt
of such written confirmation by the Administrative Agent and the Borrower), or (d) the Administrative Agent has received notification
that such Lender is, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as
they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit
of its creditors, (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver,
interim receiver, receiver manager, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or
its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of
or indicating its consent to or acquiescence in any such proceeding or appointment or (iii) the subject of a Bail-In Action; *provided* that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender 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 Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender. The Administrative Agent shall not be required to ascertain or inquire as
to the existence of any Defaulting Lender.
18
“Deposit Account”
means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.
“Derivative Transaction”
means (a) an interest-rate transaction, including an interest-rate swap, basis swap, forward rate agreement, interest rate option
(including a cap, collar and floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including
when-issued securities and forward deposits accepted), (b) an exchange-rate transaction, including a cross-currency interest-rate
swap, a forward foreign-exchange contract, a currency option, and any other instrument linked to exchange rates that gives rise to similar
credit risks, (c) an equity derivative transaction, including an equity-linked swap, an equity-linked option, a forward equity-linked
contract and any other instrument linked to equities that gives rise to similar credit risk and (d) a commodity (including precious
metal) derivative transaction, including a commodity-linked swap, a commodity-linked option, a forward commodity-linked contract, and
any other instrument linked to commodities that gives rise to similar credit risks; *provided* that no phantom stock or similar plan
providing for payments only on account of services provided by current or former employees, directors, officers, managers or consultants
of Holdings or its subsidiaries shall be a Derivative Transaction.
“Designated Foreign
Currency” means Euros, Pounds Sterling, and any other currency freely traded and convertible into Dollars and reasonably acceptable
to the Administrative Agent, each applicable Lender and, in the case of Letters of Credit, the Issuing Bank, and designated in writing
by the Administrative Agent, the Borrower and, in the case of Letters of Credit, the Issuing Bank, as a “Designated Foreign Currency”.
19
“Designated Non-Cash
Consideration” means the fair market value (as determined by the Borrower in good faith) of non-cash consideration received
by the Borrower or the Restricted Subsidiaries in connection with a Disposition pursuant to Section 6.09 that is designated as Designated
Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent, setting
forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration
converted to cash within 180 days following the consummation of the applicable Disposition).
“Disposition”
means, with respect to any property (including, without limitation, Capital Stock of the Borrower or any Restricted Subsidiary), any sale,
lease, Sale and Lease-Back Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger, amalgamation
or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of Holdings’
Restricted Subsidiaries. The terms “Dispose” and “Disposed of” shall have correlative meanings.
“Disqualified Assignee”
means (a) competitors of Holdings and its Subsidiaries or the Borrower (each, a “Competitor”) and any financial
institution or investors, in each case, designated by name in writing by the Borrower or the Sponsor to the Lead Arrangers or the Administrative
Agent prior to the Closing Date and (b) in each case of clause (a) above, any of their known Affiliates that are clearly
identifiable as an Affiliate on the basis of its name or otherwise identified by the Borrower or the Sponsor to the Administrative Agent
from time to time (or if prior to the Closing Date, the Lead Arrangers); *provided*, that the Borrower, upon reasonable notice to
the Administrative Agent, shall be permitted to supplement in writing the list of persons that are Disqualified Assignees to the extent
that any supplemented person is a Competitor or an Affiliate of a Competitor or an Affiliate of another Disqualified Assignee; but which
supplement shall not apply retroactively to disqualify any parties that have entered into a trade to acquire or previously acquired an
assignment or participation interest in the Loans (but such party shall be prohibited from acquiring any additional assignment or participation
interest in the Loans or Commitments); *provided, further,* that “Disqualified Assignees” shall not include any bona
fide debt fund or investment vehicle that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of business unless identified by the Borrower or the Sponsor as a “Disqualified Assignee”
pursuant to clause (a) or (b) of this definition. Notwithstanding anything to the contrary in this Agreement,
(i) any notice or writing to the Administrative Agent required under this definition shall be made by e -mail to JPMDQ_Contact@jpmorgan
and (ii) any such updates to the list of Disqualified Assignees shall only be effective three (3) days after receipt by the
Administrative Agent of such notice or writing.
“Disqualified Capital
Stock” means any Capital Stock which, 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, (i) matures (excluding any maturity as the result of an optional redemption
by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, on or
prior to the ninety-first day following the Latest Maturity Date on the date of issuance, (ii) is convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (a) debt securities or (b) any Capital Stock referred to in (i) above,
in each case at any time on or prior to the ninety-first day following the Latest Maturity Date on the date of issuance, or (iii) contains
any repurchase obligation (unless at the option of the issuer) which may come into effect in each case prior to the date which is ninety
days following the Latest Maturity Date on the date of incurrence; *provided*, *however*, that any Capital Stock that would
not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for
which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Capital
Stock upon the occurrence of a “change of control” or a Disposition occurring prior to the ninety-first day following the
Latest Maturity Date as of the date of incurrence shall not constitute Disqualified Capital Stock if such Capital Stock provides that
the issuer thereof will not redeem any such Capital Stock pursuant to such provisions prior to the repayment in full of the Obligations; *provided, further*, that if such Capital Stock is issued pursuant to a plan for the benefit of the employees, directors, officers,
managers or consultants of Holdings (or any Parent Company thereof), the Borrower or the Subsidiaries or by any such plan to such Persons,
such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by Holdings, the
Borrower or the Subsidiaries in order to satisfy applicable regulatory obligations.
20
“Distribution Center
Transaction” means the development, construction and initial use of a distribution center located in southern California (the
“Distribution Center”).
“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in dollars, such amount, (b) if
such amount is expressed in an Designated Foreign Currency, the equivalent of such amount in dollars determined by using the rate of exchange
for the purchase of dollars with the Designated Foreign Currency last provided (either by publication or otherwise provided to the Administrative
Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to
be available or ceases to provide a rate of exchange for the purchase of dollars with the Designated Foreign Currency, as provided by
such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the
Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the
equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate
in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in dollars as
determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.
“Dollars” or “$” refers
to lawful money of the United States of America.
“Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia (other than
a CFC Holding Company).
“Dutch Auction”
means an auction conducted by an Affiliated Lender in order to purchase Term Loans as contemplated by Section 9.04(f) in
accordance with the Auction Procedures (it being understood that Debt Fund Affiliates may participate in Dutch Auctions to the extent
provided for in Section 9.04(f)).
“EEA Financial Institution”
means (a) any credit institution or investment firm 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 financial 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”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
21
“EEA Resolution Authority”
means 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.
“Eligible Assignee”
means (a) a Lender, (b) a commercial bank, insurance company, company or financial institution engaged in the business of making,
investing in or purchasing commercial loans or a commercial finance company, or any investment or mutual fund or other entity that is
an “accredited investor” (as defined in Regulation D under the Securities Act, as amended) or an “accredited investor”
(as defined in National Instrument 45-106 (Prospectus and Registration Exemptions)), that extends credit or invests in bank loans as one
of its businesses, (c) any Affiliate of a Lender under common control with or controlling such Lender or (d) an Approved Fund
of a Lender; *provided* that in any event, “Eligible Assignee” shall not include (i) any natural person, (ii) Holdings
or the Borrower or any Affiliate thereof (other than a Debt Fund Affiliate), except to the extent set forth in Section 9.04(f) or
(iii) any Disqualified Assignee.
“ Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is sponsored, maintained
or contributed to, or required to be contributed to, any Loan Party or any of their respective ERISA Affiliates or with respect to which
any Loan Party or any of their respective ERISA Affiliates has any liability.
“Environmental Claim”
means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive
(conditional or otherwise), by or before any Governmental Authority or any other Person, arising from or relating to (a) any violation
of Environmental Law; (b) any actual or alleged Hazardous Materials Activity; or (c) any actual or alleged damage, injury, threat
or harm to worker or public health or safety (as such matters relate to exposure to Hazardous Materials), natural resources or the environment.
“Environmental Laws”
means any and all applicable international, foreign or domestic, federal, state, provincial or municipal (or any subdivision of either
of them) laws (including common law), statutes, ordinances, orders, codes, treaties, legally binding standards or guidelines, orders,
writs, injunctions, decrees, legally binding administrative or judicial precedents or authorities rules, regulations, judgments, Governmental
Authorizations, legally enforceable agreements with any Governmental Authority, or any other legal requirements of Governmental Authorities
relating to:
(a) the protection of the environment;
(b) any Hazardous Materials Activity; or
(c) occupational or public safety and health and industrial hygiene, as such matters relate to hazardous materials.
“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) any Hazardous
Materials Activity, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials
into the environment, (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing, (f) any Environmental Claims or (g) any decision, judgment, directive, or order with respect
to clauses (a) through (f) above.
22
“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate”
means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated) which
is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code of which
that Person is a member and (c) solely for purposes of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, any member
of an affiliated service group within the meaning of Section 414(m) or (o) of the Code of which that Person, any corporation
described in clause (a) above or any trade or business described in clause (b) above is a member. Any former ERISA
Affiliate of any Loan Party shall be deemed an ERISA Affiliate with respect to the period during which such Person was an ERISA Affiliate
and with respect to liabilities arising after such period for which such Loan Party could be liable under the Code or ERISA.
“ERISA Event”
means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder
with respect to any Pension Plan (excluding those for which the 30-day notice period has been waived); (ii) the existence with respect
to any Employee Benefit Plan subject to ERISA or Section 4975 of the Code of a non-exempt “Prohibited Transaction” (within
the meaning of Section 406 of ERISA or Section 4975(c) of the Code); (iii) the failure to meet the minimum funding
standard of Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan; (iv) the filing, pursuant
to Section 412(c) of the Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard
with respect to any Pension Plan; (v) a determination that any Pension Plan is in “at risk” status (within the meaning
of Section 430 of the Code or Section 303 of ERISA); (vi) the provision by the administrator of any Pension Plan pursuant
to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of
ERISA; (vii) the withdrawal by any Loan Party or any of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors, or the termination of any such Pension Plan, resulting in liability to any Loan Party or any of their respective
ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (viii) the institution by the PBGC of proceedings to terminate any
Pension Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the
PBGC’s termination of, or appointment of a trustee to administer, any Pension Plan; (ix) the imposition of liability on any
Loan Party or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application
of Section 4212(c) of ERISA; (x) the withdrawal of any Loan Party or any of their respective ERISA Affiliates in a complete
or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability
therefor; (xi) the receipt by any Loan Party or any of their respective ERISA Affiliates of notice from any Multiemployer Plan (A) imposing
withdrawal liability, (B) that it is in insolvency pursuant to Section 4245 of ERISA, (C) that such Multiemployer Plan
is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305
of ERISA) or (D) that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; or (xii) the imposition
of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan.
“Erroneous Payment” shall have the meaning
assigned to such term in Section 8.03(a).
“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to
time.
23
“EURIBOR Rate”
means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET
Days prior to the commencement of such Interest Period. At no time shall EURIBOR be less than the Floor.
“EURIBOR Screen Rate”
means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the
administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator)
on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the
appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published
at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or
service ceases to be available, the Administrative Agent may specify another page orservice
displaying the relevant rate after consultation with the Borrower.
“Euro” or “€” shall
mean the lawful currency of the Participating Member States.
“Events of Default” shall have the meaning
assigned to such term in Section 7.01.
“Exchange Act” means the Securities
Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.
“Excluded Contributions”
means Cash or Cash Equivalents or other assets (valued at their fair market value as determined in good faith by the Borrower) received
by Holdings (and in each case to the extent contributed to the Borrower as cash common equity) after the Closing Date from: (a) contributions
to its common equity capital, and (b) the sale (other than to a Subsidiary of Holdings or to any Subsidiary management equity plan
or stock option plan or any other management or employee benefit plan or agreement) of Capital Stock (other than Disqualified Capital
Stock) of the Borrower; in each case other than any amount (w) increasing the Available Amount, (x) increasing Restricted Payment
capacity under Section 6.05(c)(ii) or (d)(i), (y) applied to prepay, redeem or purchase Indebtedness
under Section 6.06(d)(i) or (z) applied to finance Investments under Section 6.08(h) or (q)(i), and in each case designated as Excluded Contributions pursuant to a certificate from a Responsible Officer of the Borrower
executed on or promptly after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.
“Excluded Personal Property” shall have
the meaning assigned to such term in Section 5.11(e).
“Excluded Subsidiary”
means (a) any Immaterial Subsidiary, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary
or a CFC Holding Company, (c) any Unrestricted Subsidiary, (d) any Specialty Subsidiary, (e) any Subsidiary that is not
a wholly-owned Subsidiary and (f) any Foreign Subsidiary that is a CFC. Notwithstanding the forgoing, a Restricted Subsidiary may
be designated by Borrower as a Loan Guarantor on the Closing Date or thereafter if Holdings elects to cause such Subsidiary to become
a Subsidiary Guarantor pursuant to Section 5.11; *provided* that such Subsidiary shall provide guarantees and credit
support that is substantially similar to the guarantees and credit support provided by the Subsidiary Guarantors party hereto on the Closing
Date.
24
“Excluded Swap
Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such 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 Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act
(determined after giving effect to Section 10.13 and any other “keepwell, support or other agreement” for
the benefit of such Loan Guarantor and any and all guarantees of such Loan Guarantor’s Swap Obligations by other Loan Parties)
at the time the Guarantee of such Loan Guarantor, or a grant by such Loan Guarantor of a security interest, becomes effective with
respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest
is or becomes excluded in accordance with the first sentence of this definition.
“Excluded Taxes”
means, with respect to any Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the
Borrower or any other Loan Party hereunder, (a) any Taxes imposed on or measured by its net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed by a jurisdiction (or any political subdivision thereof) under the laws
of which such recipient is organized or in which its principal office is located, or, in the case of any Lender, in which its applicable
lending office is located or (ii) that are Other Connection Taxes, (b) any U.S. federal withholding Taxes that are imposed on
amounts payable to a Lender pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or
Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21) or (ii) such Lender changes
its lending office, except in each case to the extent that, pursuant to Section 2.19, amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before
it changed its lending office, (c) Taxes attributable to such recipient’s failure to comply with Section 2.19(e) and
(d) any U.S. federal withholding Taxes imposed under FATCA.
“Existing Letter of Credit” means
any letter of credit issued, extended or renewed prior to the Closing Date and scheduled on Schedule 1.02 (Existing Letters of Credit).
“Existing Liens”
means any of the liens securing any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities to the
liens securing any other indebtedness or other obligations.
“Extended Loans” means Extended Term Loans
and Extended Revolving Loans.
“Extended Revolving Commitment” shall have
the meaning assigned to such term in Section 2.25(a).
“Extended Revolving Loans” shall have the
meaning assigned to such term in Section 2.25(a).
“Extended Term Loans” shall have the meaning
assigned to such term in Section 2.25(a).
“Extension” shall have the meaning assigned
to such term in Section 2.25(a).
“Extension Offer” shall have the meaning
assigned to such term in Section 2.25(a).
25
“Facility”
means any Real Estate Asset (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with
respect to Article 5 and Article 6, heretofore owned or leased by Holdings, the Borrower or any Restricted Subsidiary.
“Factoring Assets”
means any accounts receivable or outstanding balances owed to the Borrower or any Subsidiary (whether now existing or arising or acquired
in the future) arising in the ordinary course of business from the sale of goods or services, all collateral securing such accounts receivable,
all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, all proceeds of such
accounts receivable and other assets (including contract rights), in each case, which are of the type customarily transferred in connection
with the factoring of accounts receivable and which are sold, transferred or otherwise conveyed by the Borrower or a Subsidiary pursuant
to a Factoring Transaction permitted by this Agreement.
“Factoring Transaction”
means any transaction or series of transactions entered into by the Borrower and any Subsidiaries pursuant to which the Borrower or such
Subsidiaries sells, conveys or otherwise transfers (or purports to sell, convey or otherwise transfer) Factoring Assets of the Borrower
or such Subsidiaries to a non-related third party buyer on market terms as determined in good faith at the time such transaction is entered
into by a member of the senior management of the Borrower; provided that (i) such Factoring Transaction is non-recourse to
Holdings, the Borrower or any other Subsidiary (in each case, except as otherwise permitted by this Agreement), (ii) such Factoring
Transaction is consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the sale, purchase
and servicing of Factoring Assets on market terms for similar factoring, (iii) the proceeds of such Factoring Transaction shall be
used solely (x) for general corporate purposes or (y) to repay outstanding Revolving Loans (without any permanent reduction
in the Revolving Commitment) and (iv) the aggregate fair market value of the Factoring Assets with respect to all Factoring Transactions
at any time shall be no more than the greater of (x) $15,000,00019,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time.
“FATCA” means
Sections 1471 through 1474 of the Code as in effect on the date of this Agreement (or any amended or successor provisions, provided that
such amended or successor provisions do not place compliance or other burdens on the Lender that are materially more onerous than the
provisions in effect on the date of this Agreement) and any current or future regulations or other guidance thereof, and any applicable
intergovernmental agreements with respect thereto and laws enacting such intergovernmental agreements.
“Federal Funds Effective
Rate” means, 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 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 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.
“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System of the United States of America.
“Fee Letters”
means those certain fee letters, dated May 2, 2024, among the Borrower and each of the Lead Arrangers (other than JPMorgan).
26
“Financial Covenant Event of Default” shall
have the meaning assigned to such term in Section 7.02.
“Financial Officer”
of any Person means the chief financial officer, treasurer, assistant treasurer, vice president of finance or controller of such Person
or other officer with reasonably equivalent responsibilities.
“Financial Officer
Certification” means, with respect to the financial statements for which such certification is required, the certification of
a Financial Officer of the Borrower that such financial statements fairly present, in all material respects in accordance with GAAP, the
financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows
for the periods indicated, subject to, other than with respect to annual unaudited financial statements, changes resulting from audit
and normal year-end adjustments and the absence of footnotes.
“Financial Plan” shall have the meaning
assigned to such term in Section 5.01(g).
“First Lien
Intercreditor Agreement” means a “*pari passu*” intercreditor agreement among the Collateral Agent and
one or more Senior Representatives (and acknowledged by the Loan Parties) for holders of Permitted First Priority Refinancing Debt
or other Indebtedness permitted by Section 6.02 and secured by Liens permitted by Section 6.03 in form and
substance reasonably satisfactory to the Collateral Agent.
“First Lien Leverage
Ratio” means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such
day (other than any portion thereof that is either unsecured or secured by assets of one or more Loan Parties or Restricted Subsidiaries
on a subordinated basis to the Obligations) *over* (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings
and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis, for such period.
“Fiscal Quarter” means each three-month period ending on or about March 31, June 30, September 30 or December 31, as applicable.
“Fiscal Year” means each twelve-month period
ending on or about December 31.
“Fitch” means The Fitch Group and any successor
to its rating agency business.
“Fixed Charge Coverage
Ratio” shall mean as of any date of determination, the ratio for the Test Period most recently ended of (a) Consolidated
Adjusted EBITDA for such Test Period minus Capital Expenditures paid in cash during such Test Period, minus the aggregate
amount of income taxes or income tax liabilities during such period (net of cash tax refunds received by the Borrower and its restricted
subsidiaries during such period and excluding taxes related to asset sales not in the ordinary course of business) paid or payable in
cash during such Test Period (excluding a one-time true-up payment previously made in the amount of $2.8 million on account of 2023 state
taxes) to (b) Fixed Charges for such Test Period, in each case of the Borrower and its Restricted Subsidiaries on a consolidated
basis.
27
“Fixed
Charges” shall mean, with reference to any period, without duplication, the sum of (a) Consolidated Interest Expense
paid in cash during such period, plus (b) the aggregate amount of scheduled principal payments in respect of Indebtedness for
borrowed money of the Borrower and its Restricted Subsidiaries paid in cash during such period (other than payments made by the
Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary and in any case, excluding any earn out
obligation or purchase price adjustment), plus (c) scheduled payments in respect of Capital Lease Obligations paid in cash
during such period to the extent allocated to principal in accordance with GAAP, all calculated for such period for the Borrower and
its Restricted Subsidiaries on a consolidated basis.
“Flood Hazard Property”
means any improved parcel of any Material Real Estate Asset subject to a Mortgage located in the U.S. in an area designated by the Federal
Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards.
“Flood Insurance Laws”
means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto,
(ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National
Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform
Act of 2004 as now or hereafter in effect or any successor statute thereto and (v) the Biggert-Waters Flood Insurance Reform Act
of 2012 as now or hereafter in effect or any successor statute thereto.
“Floor” means a rate of interest equal to
0.00%.
“Foreign Subsidiary” means any Subsidiary
that is not a Domestic Subsidiary.
“Fronting Exposure”
means, at any time there is a Defaulting Lender, with respect to any Issuing Bank, such Defaulting Lender's Applicable Percentage of the
outstanding Obligations with respect to Letters of Credit issued by such Issuing Bank other than such Obligations as to which such Defaulting
Lender's participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
“GAAP” means
generally accepted accounting principles in the United States of America in effect and applicable to that accounting period in respect
of which reference to GAAP is being made.
“Governmental Authority”
means any international, federal, state, provincial, territorial, municipal, national or other government, governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative,
governmental (or quasi- governmental), judicial, taxing, regulatory or administrative functions of or pertaining to any government or
any court or central bank (including any supra national bodies such as the European Union or the European Central Bank).
“Governmental Authorization”
means any permit, license, certificate, approval, authorization, plan, directive, consent, consent order or consent decree of or from
any Governmental Authority, including any other instrument having similar effect.
“Granting Lender” shall have the meaning
assigned to such term in Section 9.04(e).
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“Guarantee”
of or by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other monetary obligation of any other Person (the “Primary Obligor”) in any
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the
payment thereof, (c) 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 or other monetary obligation or (d) as an account
party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or monetary obligation; *provided* that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business,
or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition
or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of
any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or
portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has
a corresponding meaning.
“Guaranteed Obligations” shall
have the meaning assigned to such term in Section 10.01.
“Guarantor Percentage” shall have the meaning
assigned to such term in Section 10.10.
“Hazardous Materials”
means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, limited or regulated as hazardous,
toxic, a pollutant, a contaminant or words of similar import under, or which can otherwise form the basis of liability under, any Environmental
Law.
“Hazardous Materials
Activity” means any activity, event or occurrence involving any Hazardous Material, including the use, manufacture, possession,
storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Material, and any corrective
action or response action with respect to any of the foregoing.
“Hedge Agreement” means any agreement with respect to any Derivative Transaction between Holdings, the Borrower or any Subsidiary and any other
Person.
“Hedge Counterparty”
means any Person (other than a Loan Party) that is a counterparty party to a Secured Hedging Obligation.
“ Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any Hedge Agreement.
“Holdings” shall have the meaning assigned
to such term in the preamble to this Agreement.
“Immaterial
Subsidiary” means each Restricted Subsidiary of Holdings (other than the Borrower) that, as of the most recently ended
Test Period, contributed less than 5.0% of third party revenues for the applicable Test Period and had assets with a net book value
of less than 5.0% of total assets as of such date, in each case calculated on a pro forma basis; *provided* that if the
aggregate amount of third party revenues or the aggregate amount of total assets of all Immaterial Subsidiaries as of the most
recently ended fiscal year is more than 10.0% (the “10% Test”) of the aggregate amount of third party revenues
and the aggregate amount of total assets, respectively, of Holdings and its Restricted Subsidiaries (excluding for purposes of the
10% Test all subsidiaries that are Excluded Subsidiaries), the Borrower shall designate additional Restricted Subsidiaries (other
than Excluded Subsidiaries) as Subsidiary Guarantors to satisfy the 10% Test.
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“Immediate Family Member”
means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent,
grandparent, spouse, former spouse, current or former qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and
daughter-in-law (including adoptive relationships), estate, heirs, permitted assigns and any trust, partnership or other bona fide estate-planning
vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any
of the foregoing individuals or any donor-advised fund of which any such individual is the donor.
“Increased Amount Date” shall have the
meaning assigned to such term in Section 2.23(a).
“Incremental Assumption
Agreement” means an Incremental Assumption Agreement among the Borrower, the Administrative Agent and one or more Incremental
Term Lenders and/or Incremental Revolving Lenders.
“Incremental Commitment”
means Incremental Term Commitments and Incremental Revolving Commitments.
“Incremental Facility”
means (a) each Incremental Term Commitment and Incremental Term Loan and (b) each Incremental Revolving Commitment.
“Incremental Lender”
means the Incremental Revolving Lenders and/or Incremental Term Lenders, as the context may require.
“Incremental Loans” means Incremental Term
Loans and Incremental Revolving Loans.
“Incremental Revolving Commitments” shall
have the meaning assigned to such term in Section 2.23(a).
“Incremental Revolving
Lender” means a Lender with an Incremental Revolving Commitment or an outstanding Incremental Revolving Loan.
“Incremental Revolving
Loans” means Revolving Loans made by one or more Lenders to the Borrower pursuant to Section 2.04(b) and/or
the Incremental Assumption Agreement. Incremental Revolving Loans may be made in the form of additional Revolving Loans.
“Incremental Term Commitments” shall have
the meaning assigned to such term in Section 2.23(a).
“Incremental Term Facility
Maturity Date” means, with respect to any series or tranche of Incremental Term Loans established pursuant to an Incremental
Assumption Agreement, the maturity date for such Incremental Term Loans as set forth in such Incremental Assumption Agreement.
“Incremental Term Lender”
means a Lender with an Incremental Term Commitment or an outstanding Incremental Term Loan.
30
“Incremental Term Loans”
means Term Loans made by one or more Lenders to the Borrower pursuant to Section 2.01(b) and/or the Incremental Assumption
Agreement. Incremental Term Loans may be made in the form of additional Initial Term Loans or, to the extent provided for in the relevant
Incremental Assumption Agreement, Other Term Loans.
“Indebtedness”
means, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services (other than (x) trade payables, Taxes and accrued
liabilities incurred in the ordinary course of such Person’s business and (y) earn-outs and any sums for which such Person
is obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted Acquisitions)),
which purchase price is (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced
by a note or similar written instrument, (c) all obligations of such Person evidenced by loan agreements, notes, bonds, debentures
or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic
Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant
under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantees of such Person in
respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of
the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment of such obligation, but only to the extent of the fair
market value of such property subject to such Lien, (i) all net obligations of such Person in respect of Hedge Agreements and (j) all
obligations of such Person in respect of Disqualified Capital Stock. “Indebtedness” shall not include the obligations or
liabilities of any Person in respect of any of its Qualified Capital Stock nor the obligations of any Person to pay rent or other amounts
under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.
“Indemnified Taxes”
means (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 (a), Other Taxes.
“Indemnitee” shall have the meaning assigned
to such term in Section 9.03(b).
“Information” shall have the meaning assigned
to such term in Section 3.12(a).
“Initial Loans” means Initial Revolving
Loans and Initial Term Loans.
“Initial Revolving
Commitment” means the commitments as of the Closing Date of any Lender to make or otherwise fund any Revolving Loan and to acquire
participations in Letters of Credit and Swing Line Loans hereunder and any Incremental Revolving Commitments deemed to be of the same
Class as the Initial Revolving Commitments pursuant to Section 2.23(b). The amount of each Lender’s Initial Revolving
Commitment is set forth on the Revolving Loan Commitment Schedule. The aggregate amount of the Initial Revolving Commitments as of the
Closing Date is $30,000,000.
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“Initial Revolving Loan” means
a Loan made by a Lender to the Borrower in respect of an Initial Revolving Commitment pursuant to Section 2.05 or Section 2.23.
“Initial
Term Lenders” shall have the meaning assigned to such term in the definition of Term Lenders.
“Initial Term Loan
Commitment” means the commitments as of the Closing Date of any Lender to make the Initial Term Loans pursuant to Section 2.01(a),
and any Incremental Term Commitments deemed to be of the same Class as the Initial Term Loan Commitments pursuant to Section 2.23(b).
The amount of each Lender’s Initial Term Loan Commitment is set forth on the Term Loan Commitment Schedule. The aggregate amount
of the Initial Term Loan Commitments as of the Closing Date is $165,000,000.
“Initial Term Loans”
means (a) the Initial Term Loans made on the Closing Date pursuant to Section 2.01(a),
(b) the 2026 Initial Term Loans made on the Amendment No. 1 Effective Date pursuant to Section 2.01(b), (c) the Initial
Term Loans made on and after (and from time to time) after the Amendment No. 1 Effective Date pursuant to Section 2.01(c) and
(b) any Incremental Term Loans deemed to be of the same Class as the Initial Term Loans pursuant to Section 2.23(g).
“Insolvency Laws”
means the Bankruptcy Code and any other applicable insolvency, winding-up, corporate arrangement, restructuring, examinership or reorganization
or other similar law of any jurisdiction now or hereafter in effect including any law of any jurisdiction permitting a debtor to obtain
a stay or a compromise of the claims of its creditors against it (including, without limitation, Annexes A and B of Council Regulation
(EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings).
“Intellectual Property” shall have the meaning
assigned to such term in Section 3.05(d).
“Interest Election
Request” means a request by the Borrower in the form of Exhibit F hereto or such other form reasonably acceptable
to the Administrative Agent to convert or continue a Borrowing in accordance with Section 2.09.
“Interest Payment Date”
means (a) with respect to any ABR Loan, the last Business Day of each of March, June, September and December and the applicable
Maturity Date and (b) with respect to any RFR Loan, (1) each date that is on the numerically corresponding day in each calendar
month that is one month after the Borrowing of such Loan (or, if there is no such numerically corresponding day in such month, then the
last day of such month) and (2) the Maturity Date and (c) with respect to any Term Benchmark 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 Benchmark Borrowing with an Interest Period
of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three
months’ duration been applicable to such Borrowing.
“Interest
Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending
on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the
availability for the Benchmark applicable to the relevant Loan or Commitment for any Approved Currency), as the Borrower may elect; *provided* that (a) 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 case such
Interest Period shall end on the next preceding Business Day, (b) any Interest Period 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, (c) the Interest Period
immediately following the Closing Date may, at the Borrower’s election and subject to prior written consent by all required
Lenders and the Administrative Agent, be for a period of less than one month, and (d) no tenor that has been removed from this
definition pursuant to Section 2.16(d) shall be available for specification in such Borrowing Request. For
purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.
32
“Investment” shall have the meaning assigned
to such term in Section 6.08.
“Issuance Notice” means an Issuance Notice
substantially in the form of Exhibit I.
“Issuing Bank”
means (a) JPMorgan, together with its successors and permitted assigns in such capacity and (b) each other Letter of Credit
issuer appointed pursuant to Section 2.08(h); *provided* that, notwithstanding anything herein to the contrary, no Issuing
Bank shall be required to issue commercial letters of credit unless it otherwise agrees in its sole discretion. Reference to the “Issuing
Bank” shall, unless context otherwise requires, be references to the Issuing Bank that issues such Letter of Credit.
“Issuing Country” shall have the meaning
assigned to such term in Section 9.25(a).
“Joinder Agreement” shall have the meaning
assigned to such term in Section 5.11(a).
“Joint Venture”
means any Person, other than Holdings, the Borrower or any wholly-owned Subsidiary of Holdings, in which the Borrower or any Restricted
Subsidiary holds or acquires ownership interest (whether by way of capital stock, partnership or limited liability company interest, or
other evidence of ownership).
“JPMorgan” means JPMorgan Chase Bank, N.A.
“Junior Financing”
means (a) any Indebtedness that is secured by a Lien on the Collateral on a junior basis with respect to the Liens securing the Obligations,
(b) any Indebtedness that is unsecured and (b) any Subordinated Indebtedness.
“Junior Lien Intercreditor
Agreement” means a “junior” intercreditor agreement among the Collateral Agent and one or more Senior Representatives
(and acknowledged by the Loan Parties) for holders of Permitted Second Priority Refinancing Debt or other Indebtedness permitted by Section 6.02 and secured by Liens permitted by Section 6.03 in form and substance reasonably satisfactory to the Collateral Agent.
“Latest Maturity Date”
means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time,
including the latest maturity or expiration date of any Incremental Term Loan, any Incremental Revolving Loan, any Refinancing Term Loan,
any Refinancing Revolving Loan, any Extended Revolving Loan, Extended Revolving Commitment or any Extended Term Loan, in each case as
extended in accordance with this Agreement from time to time.
“LCA Election” shall have the meaning assigned
to such term in Section 1.07(g).
33
“LCA Test Date” shall have the meaning assigned
to such term in Section 1.07(g).
“Lead Arrangers” means JPMorgan
Chase Bank, N.A., Citibank, N.A., Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada.
“Lender Indemnitee” shall have the meaning
assigned to such term in Section 9.03.
“Lenders” means the Term Lenders
and the Revolving Lenders. For the purposes of Section 8.03, the term “Lenders” includes the Swing Line Lender
and the Issuing Banks.
“Letter of Credit” means (i) a
commercial or standby letter of credit issued or to be issued by the Issuing Bank pursuant to this Agreement and (ii) each Existing
Letter of Credit. A Letter of Credit may be issued in Dollars or in any Designated Foreign Currency.
“Letter of Credit Sublimit”
means the lesser of (a) $10,000,000 and (b) the aggregate unused amount of the Revolving Commitments then in effect. The Letters
of Credit shall be available from time to time on or after the Closing Date in any Approved Currencies.
“Letter of Credit
Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is (or, other than
in respect of the payment of Letter of Credit fees, at any time thereafter may become) available for drawing under all Letters of
Credit then outstanding and (b) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Bank and
not theretofore reimbursed by or on behalf of the Borrower. The Letter of Credit Usage of any Revolving Lender at any time shall be
its Applicable Percentage of the total Letter of Credit Usage 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
Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time
shall be deemed to be the stated amount of such Letter of Credit in effect at such time; *provided* that with respect to any
Letter of Credit that, by its terms or the terms of any document related thereto, provides for one or more automatic increases in
the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
“Leverage Ratios”
means the First Lien Leverage Ratio, the Secured Leverage Ratio and the Total Leverage Ratio.
“Lien” means
any lien, mortgage, pledge, assignment, security interest, hypothec, charge or encumbrance of any kind (including any conditional sale
or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having
the practical effect of any of the foregoing.
“Limited Condition
Acquisition” means any acquisition, including by way of merger, amalgamation or consolidation, which Holdings, the Borrower
or one or more of its Restricted Subsidiaries has contractually committed to consummate, the terms of which do not condition Holdings’,
the Borrower’s or such Restricted Subsidiary’s, as applicable, obligation to close such acquisition on the availability of,
or on obtaining, third-party financing.
34
“Loan Documents”
means this Agreement, any promissory notes issued pursuant to this Agreement, the Collateral Documents and any other document designated
in writing by the Borrower and the Administrative Agent as a “Loan Document”. Any reference in this Agreement or any other
Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto.
“Loan Guarantor” means Holdings and each
Subsidiary Guarantor.
“Loan Guaranty” means Article 10 of this Agreement.
“Loan Parties” means Holdings, the Borrower
and each Subsidiary Guarantor.
“Loans” means the Term Loans and the Revolving
Loans.
“Margin Stock” shall have the meaning assigned
to such term in Regulation U.
“Material Adverse Effect”
means a material adverse effect on (a) the business, assets, operations or financial condition of Holdings, the Borrower and the
Restricted Subsidiaries, taken as a whole, (b) the rights and remedies of any Agent or any Lender under any Loan Document or (c) the
ability of the Loan Parties, taken as a whole, to perform their payment obligations under any Loan Document.
“Material Indebtedness”
means Indebtedness with an aggregate principal amount of the greater of (x) $20,000,00026,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time.
“Material Real Estate
Asset” means any fee-owned Real Estate Asset acquired by any Loan Party after the Closing Date having a net book value (as reasonably
determined by the Borrower), in excess of $10,000,000 as of the date of acquisition thereof.
“Maturity Date”
means (a) with respect to the Initial Term Loans, the fifth anniversary of the ClosingAmendment
No. 1 Effective Date (the “Term Loan Maturity Date”), (b) with respect to any Class of Revolving
Loans, the applicable Revolving Commitment Termination Date, (c) with respect to any tranche of Extended Term Loans or Extended Revolving
Commitments, the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender or Lenders, (d) with
respect to any Refinancing Loans, the final maturity date as specified in the applicable Refinancing Amendment and (e) with respect
to any Other Term Loans, the applicable Incremental Term Facility Maturity Date; *provided* that if any such day is not a Business
Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.
“Maximum
Incremental Amount” means, at any date of determination, the sum of (a)(i) the greater of $15,000,00075,000,000 and 25.0100.0%
of Consolidated Adjusted EBITDA for the most recently ended Test Period *minus* (ii) the aggregate principal amount of
Incremental Term Loans or Incremental Revolving Commitments made or effected pursuant to Section 2.23(a) prior to
such date *minus* (iii) the aggregate principal amount of Indebtedness incurred pursuant to Section 6.02(ee) and Section 6.02(gg) *plus* (iv)(x) the aggregate amount of voluntary prepayments of Term Loans, Refinancing
Term Loans and Indebtedness incurred pursuant to Section 6.02(ee) and Section 6.02(gg) including purchases
by Holdings, the Borrower or its Subsidiaries at or below par, in which case the amount of voluntary prepayments shall be deemed to
be the actual purchase price, and/or permanent reductions of Revolving Commitments made prior to the date of any such incurrence, in
each case to the extent secured on a *pari passu* basis on the Collateral with the Facilities, other than to the extent
financed with proceeds of long-term Indebtedness (clause (a), the “Fixed Incremental Amount”) *plus* (b) assuming that the full amount of such Incremental Facility has been incurred, the Total Leverage Ratio on a Pro Forma Basis
and after giving effect to the application of proceeds thereof, as of the last day of the most recent Fiscal Quarter for which
financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or Section 5.01(b),
does not exceed 2.50:1.00; *provided* that any Incremental Facility may be established or incurred under any of clause
(a) or (b) above in the Borrower’s sole discretion (except that any amount incurred under clause
(a)(iii) above shall be deemed to have been incurred prior to any amount incurred under clause (b)), and absent any
election, will be deemed under clause (b) to the extent the applicable incurrence ratio has been satisfied; *provided
further* that if Borrower incurs Indebtedness using the Fixed Incremental Amount on the same date it incurred Indebtedness using
the ratios set forth in clause (b) above, each ratio will be calculated, as applicable, without regard to any incurrence
of Indebtedness under the Fixed Incremental Amount.
35
“Maximum Liability” shall have the meaning
assigned to such term in Section 10.09.
“Maximum Rate”
means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under
the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable law which may
hereafter be in effect and which allows a higher maximum nonusurious interest rate than applicable law now allows.
“MFN Adjustment”
shall mean, with respect to any Indebtedness, that such Indebtedness is subject to the Provisions of Section 2.23(c) as though
such Indebtedness were incurred as an Incremental Term Loan Facility.
“Minimum Collateral
Amount” means, at any time, (i) with respect to Cash Collateral consisting of Cash or Deposit Account balances, (a) if
the Revolving Commitments have been terminated, an amount equal to 105% of the Fronting Exposure of the Issuing Bank with respect to Letters
of Credit issued and outstanding at such time and (b) otherwise, 100% and (ii) otherwise, in a manner determined by the Administrative
Agent and the Issuing Bank in their sole reasonable discretion and in amounts determined in accordance with clause (i).
“Minimum Extension Condition” shall have
the meaning assigned to such term in Section 2.25(b).
“Model” means
the financial model, dated February 15, 2024, provided to the Lead Arrangers prior to the Closing Date.
“Moody’s” means Moody’s Investors
Service, Inc. and any successor to its rating agency business.
“Mortgaged Properties”
means each parcel of Material Real Estate Assets and improvements thereto with respect to which a Mortgage is required to be granted pursuant
to Section 5.11.
“Mortgages”
means any mortgage, charge, hypothec, deed of trust or other agreement which conveys or evidences a Lien in favor of the Collateral Agent,
for the benefit of the Collateral Agent and the Lenders, on fee owned Material Real Estate Assets of a Loan Party.
36
“Multiemployer Plan”
means any Employee Benefit Plan that is subject to ERISA which is a “multiemployer plan” as defined in Section 3(37)
or Section 4001(a)(3) of ERISA.
“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a customary “managements’ discussion
and analysis” report describing the operations of Holdings and its Subsidiaries for the applicable Fiscal Quarter or Fiscal Year
and, with respect to periods ending on and after December 31, 2024, for the period from the beginning of the then current Fiscal
Year to the end of such period to which such financial statements relate.
“Net
Insurance/Condemnation Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash
Equivalents) received by Holdings, the Borrower or any Restricted Subsidiary (i) under any casualty insurance policy (excluding
any business interruption insurance policy) in respect of a covered loss thereunder of any assets of Holdings, the Borrower or any
Restricted Subsidiary or (ii) as a result of the taking of any assets of Holdings, the Borrower or any Restricted Subsidiary by
any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a
purchaser with such power under threat of such a taking, *minus* (b) (i) any actual and reasonable costs incurred by
Holdings, the Borrower or any Restricted Subsidiary in connection with the adjustment, settlement or collection of any claims of
Holdings, the Borrower or such Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a prior Permitted Lien on the
assets in question, (iii) in the case of a taking, the reasonable costs of putting any affected property in a safe and secure
position, (iv) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause
(a)(ii) of this definition, including any Taxes payable in connection therewith, (v) in the case of any such proceeds
received by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the Net Insurance/Condemnation Proceeds thereof
attributable to minority interests and not available for distribution to or for the account of Holdings, the Borrower or a
wholly-owned Restricted Subsidiary as a result thereof and (vi) proceeds required to restore any portion of a Real Estate Asset
under the terms of a lease or otherwise required to be paid over to a landlord under a lease; *provided*, *however*, that,
if the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent promptly following receipt thereof
setting forth the Borrower’s intent to reinvest (including through Permitted Acquisitions and other permitted investments)
such proceeds in productive assets (other than ordinary course current assets, it being understood that such limitation shall not
apply to the acquisition of any Person, line of business or division) of a kind then used or usable in the business of the Borrower,
Holdings and its Restricted Subsidiaries within 365 days of receipt of such proceeds, such proceeds shall not constitute Net
Insurance/Condemnation Proceeds except to the extent not so used or contractually committed with a third party to be so used (it
being understood that if any portion of such proceeds are not so used within such 365 day period but within such 365 day period are
contractually committed with a third party to be used within the period that is 180 days from the end of such 365 day period, then
upon the termination of such contract, such remaining portion shall be deemed to be Net Insurance/Condemnation Proceeds as of the
date of such termination without giving effect to this proviso).
37
“Net
Proceeds” means (a) with respect to any Asset Sale, the Cash proceeds (including Cash Equivalents and Cash proceeds
subsequently received (as and when received) in respect of non-Cash consideration initially received), net of (i) selling costs
and expenses (including reasonable broker’s fees or commissions, legal fees, deed or mortgage recording Taxes, transfer and
similar Taxes), (ii) Taxes paid or reasonably estimated (by the Borrower’s good faith estimate) to be paid or payable in
connection with such sale (including, where the proceeds are realized by a Restricted Subsidiary of Holdings, any incremental
foreign, state and/or local income and withholding Taxes imposed as a result of distributing (or the deemed distribution of) the
relevant proceeds from any Restricted Subsidiary to Holdings, the Borrower or any Restricted Subsidiary), (iii) amounts
provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price
adjustment associated with such Asset Sale (*provided* that, to the extent and at the time any such amounts are released from
such reserve and not used to satisfy such liabilities or obligations, such amounts shall constitute Net Proceeds), (iv) the
principal amount, premium or penalty, if any, interest and other amounts payable on any Indebtedness for borrowed money which is
secured by a prior Permitted Lien on the asset sold in such Asset Sale (other than the Loans and any such Indebtedness assumed by
the purchaser of such asset), (v) Cash escrows (until released from escrow to Holdings, the Borrower or any Restricted
Subsidiary) from the sale price for such Asset Sale and (vi) in the case of any such proceeds received by a non-wholly-owned
Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof attributable to minority interests and not available for
distribution to or for the account of Holdings, the Borrower or a wholly-owned Restricted Subsidiary as a result thereof; *provided*, *however*,
that, if the Borrower shall deliver a certificate of a Financial Officer to the Administrative Agent promptly following receipt
thereof setting forth the Borrower’s intent to reinvest (including through Permitted Acquisitions and other permitted
investments (other than investments in Cash and Cash Equivalents)) such proceeds in productive assets (other than ordinary course
current assets, it being understood that such limitation shall not apply to the acquisition of any Person, line of business or
division) of a kind then used or usable in the business of the Borrower, Holdings and its Restricted Subsidiaries within 365 days of
receipt of such proceeds, such proceeds shall not constitute Net Proceeds except to the extent not so used or contractually
committed with a third party to be so used (it being understood that if any portion of such proceeds are not so used within such 365
day period but within such 365 day period are contractually committed with a third party to be used within the period that is 180
days from the end of such 365 day period, then upon the termination of such contract, such remaining portion shall be deemed to be
Net Proceeds as of the date of such termination without giving effect to this proviso); *provided*, *further*, that if the
amount of any estimated Taxes pursuant to clause (a)(ii)of this definition exceeds the amount of Taxes actually
required to be paid in Cash in respect of such Asset Sale, the aggregate amount of such excess shall constitute Net Proceeds; and
(b) with respect to any issuance or incurrence of Indebtedness or issuance of Capital Stock, the Cash proceeds thereof, net of
all Taxes and customary fees, commissions, costs, underwriting discounts and other expenses incurred in connection therewith
(including, where the proceeds are realized by a Restricted Subsidiary of Holdings, any incremental Taxes imposed as a result of
distributing (or a deemed distribution of) the relevant proceeds from any Restricted Subsidiary to Holdings).
“Non-Consenting Lender” shall have the
meaning assigned to such term in Section 9.02(f).
“Non-Debt Fund Affiliate”
means any Affiliate of Holdings other than any (a) subsidiary of Holdings, (b) Debt Fund Affiliate or (c) natural person.
“Non-Defaulting Lenders” means all Lenders
other than Defaulting Lenders.
“Non-Guarantor Subsidiary”
means each Restricted Subsidiary of Holdings (other than the Borrower) that is not a Subsidiary Guarantor.
“Non-Paying Guarantor” shall have the meaning
assigned to such term in Section 10.10.
“NYFRB” means the Federal Reserve Bank of
New York.
38
“NYFRB Rate”
means, 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” means the rate for a federal
funds transaction quoted at 11:00 a.m. 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 1.00%,
such rate shall be deemed to be 1.00% for purposes of this Agreement.
“NYFRB’s Website” means
the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“Obligated Party” shall have the meaning
assigned to such term in Section 10.02.
“Obligations”
means all unpaid principal of and accrued and unpaid 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, all Revolving
Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the
Lenders or to any Lender, the Issuing Banks, the Swing Line Lender, the Agents or any indemnified party arising under the Loan Documents
whether direct or indirect (including those required by assumption), absolute, contingent, due or to become due, now existing or hereafter
arising.
“Obligee Guarantor” shall have the meaning
assigned to such term in Section 10.06.
“OFAC” shall have the meaning assigned to
such term in Section 3.18.
“Officer’s Certificate”
means, as applied to any Person, a certificate executed on behalf of such Person by the chairman of the board (if an officer), president
or any vice president, the chief financial officer, the treasurer, any manager or any other individual with responsibility similar to
the foregoing.
“Optional Prepayment Notice” means
an Optional Prepayment Notice substantially in the form of Exhibit K.
“Organizational Documents”
means (a) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization, association,
amalgamation, merger or continuance, its letter patent or other constituent documents, and its by-laws, (b) with respect to any limited
partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its
partnership agreement and (d) with respect to any limited liability company, its articles of organization or certificate of formation,
and its operating agreement or limited liability company agreement.
In the event any term or condition
of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental
official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified
by such governmental official.
“Other Applicable Indebtedness”
shall have the meaning assigned to such term in Section 2.13(c)(i).
39
“Other Connection Taxes”
means, 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 or Loan Document).
“Other Taxes”
means any and all present or future stamp, court, documentary, intangible, recording, filing or similar taxes, transfer taxes, or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, performance
or enforcement or registration of, or from the receipt or perfection of a security interest under or otherwise with respect to, this Agreement
or any other Loan Document, including any interest, additions to tax or penalties applicable thereto, excluding, however, such Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.21).
“Other Term Loan” shall have the meaning
assigned to such term in Section 2.23(g).
“Overnight Rate”
means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the NYFRB Rate and (ii) an
overnight rate determined by the Administrative Agent, the Issuing Bank or the Swing Line Lender, as the case may be, in accordance with
banking industry rules on interbank compensation and (b) with respect to any amount denominated in any Designated Foreign Currency,
the rate of interest per annum at which overnight deposits in such Designated Foreign Currency in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of the Administrative
Agent in the applicable offshore interbank market for such Designated Foreign Currency to major banks in such interbank market.
“Parent Company”
means (a) Holdings and (b) any other Person of which the Borrower is a direct or an indirect wholly-owned Subsidiary.
“Participant” shall have the meaning assigned
to such term in Section 9.04(c)(i).
“Participant Register” shall have the meaning
assigned to such term in Section 9.04(c)(i).
“Participating Member
State” shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance
with legislation of the European Union relating to Economic and Monetary Union.
“Paying Guarantor” shall have the meaning
assigned to such term in Section 10.10.
“PBGC” means the Pension Benefit Guaranty
Corporation or any successor thereto.
“Pension Plan”
means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA, Section 412 of the Code
or Section 302 of ERISA.
“Permitted Acquisition” shall have the meaning
assigned to such term in Section 6.08(h).
40
“Permitted First
Priority Refinancing Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the
Borrower in the form of one or more series of senior secured notes or senior secured loans; *provided* that (a) such
Indebtedness may only be secured by assets consisting of Collateral on a *pari passu* basis (but without regard to the control
of remedies) with the Initial Term Loans and/or Initial Revolving Commitments and the other *pari passu* Secured Obligations
and may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or
assets that become Collateral in connection therewith), (b) such Indebtedness satisfies the requirements set forth in clauses
(ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit
Agreement Refinancing Indebtedness”, (c) the security agreements relating to such Indebtedness are substantially the same
as the applicable Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent),
(d) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Subsidiary Guarantors
(or Subsidiaries that become Subsidiary Guarantors in connection therewith) and (e) a Senior Representative acting on behalf of
the holders of such Indebtedness shall have become party to the First Lien Intercreditor Agreement; *provided* that the
Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered the First Lien Intercreditor
Agreement and it shall have been acknowledged by the Loan Parties.
“Permitted Investors” means the
Sponsor Advised Funds and the existing investors listed on Schedule 1.01 hereto.
“Permitted Liens” means each Lien permitted
pursuant to Section 6.03.
“Permitted
Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange
or extension of any Indebtedness of such Person; *provided* that (a) the principal amount (or accreted value, if
applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified,
refinanced, refunded, renewed, replaced, exchanged or extended except (i) by an amount equal to unpaid accrued interest and
premium (including tender premiums) thereon *plus* other reasonable and customary fees and expenses (including upfront fees and
original issue discount) incurred in connection with such modification, refinancing, refunding, renewal, replacement, exchange or
extension and (ii) by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted pursuant to Section 6.02,
(b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.02(l),
the Indebtedness resulting from such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final
maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged
or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 6.02(l),
at the time thereof, no Default shall have occurred and be continuing, (d) if such Indebtedness being modified, refinanced,
refunded, renewed, replaced, exchanged or extended is Indebtedness permitted pursuant to Section 6.02(v) (other
than Permitted First Priority Refinancing Debt) or (gg) or is otherwise a Junior Financing, (i) to the extent such
Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is subordinated in right of payment or
in lien priority to the Secured Obligations, the Indebtedness resulting from such modification, refinancing, refunding, renewal,
replacement, exchange or extension is subordinated in right of payment or in lien priority, as applicable, to the Obligations on
terms at least as favorable in all material respects to the Lenders as those contained in the documentation governing the
Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended and (ii) the other terms and
conditions (excluding pricing and prepayment or redemption terms) are substantially identical to, or, taken as a whole, no more
favorable to the lenders providing such Indebtedness than the Indebtedness being modified, refinanced, refunded, renewed, replaced
or extended, or such terms and conditions are on then-current market terms for such type of Indebtedness; *provided* that a
certificate of a Responsible Officer delivered to the Administrative Agent stating that the Borrower has determined in good faith
that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy
the foregoing requirement, (e) if such Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or
extended is unsecured, the Indebtedness (including any guarantees thereof) resulting from such modification, refinancing, refunding,
renewal, replacement, exchange or extension shall be unsecured, and (f) such Indebtedness is not secured by any additional
property or collateral other than (i) property or collateral (and improvements thereto) securing the Indebtedness being
modified, refinanced, refunded, renewed, replaced, exchanged or extended, (ii) after-acquired property that is affixed or
incorporated into the property covered by the lien securing such Indebtedness and (iii) proceeds and products thereof. When
used with respect to any specified Indebtedness, “Permitted Refinancing” means the Indebtedness incurred to effectuate a
Permitted Refinancing of such specified Indebtedness.
41
“Permitted Repricing Amendment” shall have
the meaning assigned to such term in Section 9.02(b).
“Permitted Second Priority
Refinancing Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form
of one or more series of second lien secured notes or second lien secured loans; *provided* that (a) such Indebtedness may only
be secured by assets consisting of Collateral on a second lien basis with the Initial Term Loans and/or Initial Revolving Commitments
and the other *pari passu* Secured Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, and
may not be secured by any property or assets of Holdings, the Borrower or any Subsidiary Guarantor other than the Collateral (or assets
that become Collateral in connection therewith), (b) such Indebtedness satisfies the requirements set forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of “Credit Agreement Refinancing
Indebtedness”, (c) the security agreements relating to such Indebtedness reflect the second lien nature of the security interests
and are otherwise substantially the same as the applicable Collateral Documents (with such differences as are reasonably satisfactory
to the Administrative Agent) and (d) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries
that are Subsidiary Guarantors (or Subsidiaries that become Subsidiary Guarantors in connection therewith), and (e) the Collateral
Agent and the Senior Representative for such Indebtedness shall have executed and delivered the Junior Lien Intercreditor Agreement, and
it shall have been acknowledged by the Loan Parties.
“Permitted Unsecured
Refinancing Debt” means unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the
form of one or more series of unsecured notes or loans; *provided* that (a) such Indebtedness satisfies the requirements set
forth in clauses (ii), (iii), (iv), (v) and (vi) of the first proviso in the definition of
“Credit Agreement Refinancing Indebtedness” and (b) subject to the second proviso to the definition of “Credit
Agreement Refinancing Indebtedness”, such Indebtedness does not mature prior to the date that is ninety-one (91) days after the
maturity date of the applicable Refinanced Debt, (c) such Indebtedness (including any guarantee thereof) is not secured by any Lien
on any property or assets of Holdings, the Borrower or any Subsidiary and (d) if such Indebtedness is Subordinated Indebtedness,
such Indebtedness shall be subordinated to the Obligations in a manner that is either consistent with market subordination terms as of
the time of incurrence for high-yield subordinated loans or debt securities or otherwise reasonably acceptable to the Administrative Agent.
“Person”
means any natural person, corporation, limited liability company, unlimited liability company, trust, Joint Venture, association, company,
partnership, company limited by shares, Governmental Authority or any other entity.
42
“Pounds Sterling”
shall mean British Pounds Sterling or any successor currency in the United Kingdom.
“Prepayment Minimum”
means, with respect to a payment of Loans or a reduction in Commitments, as the case may be, (a) with respect to Term Loans or Term
Loan Commitments, $1,000,000, (b) with respect to Revolving Loans or Revolving Commitments denominated in Dollars, $1,000,000 and
(c) with respect to Revolving Loans or Revolving Commitments denominated in any other Designated Foreign Currency, as the Administrative
Agent and the Borrower shall agree.
“Prepayment Multiple”
means, with respect to a payment of Loans or a reduction in Commitments, as the case may be, (a) with respect to Term Loans or Term
Loan Commitments, $1,000,000, (b) with respect to Revolving Loans or Revolving Commitments denominated in dollars, $100,000 and (c) with
respect to Revolving Loans or Revolving Commitments denominated in any other Designated Foreign Currency, as the Administrative Agent
and the Borrower shall agree.
“Prime Rate”
means 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).
“Pro Forma Basis”
means, for purposes of calculating the financial covenants set forth in Section 6.01, any Leverage Ratio or any other financial
ratio or test (including Consolidated Total Assets and Consolidated Adjusted EBITDA), such calculation shall be made in accordance with Section 1.07.
“Pro Rata Share”
means, with respect to each Lender of a given Class at any time a fraction (expressed as a percentage, carried out to the ninth decimal
place), the numerator of which is the amount of the Commitments (or, if Commitments have been terminated, the principal amount of the
Loans or Revolving Extensions of Credit, as applicable) of such Class of such Lender at such time and the denominator of which is
the amount of the aggregate Commitments (or, if the Commitments have been terminated, the principal amount of the Loans or Revolving Extensions
of Credit, as applicable) of such Class at such time.
“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Qualified Capital
Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.
“Qualified ECP Guarantor”
means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract
participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”
at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Qualifying IPO” has the meaning specified
in the definition of “Change of Control”.
43
“Real Estate Asset” means, at
any time of determination, as to any Person any interest (fee, leasehold or otherwise) in real or immovable property then owned by such
Person.
“Reference Time”
with respect to any setting of the then-current Benchmark means (1) 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, (2) if such Benchmark is EURIBOR
Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting, (3) if RFR, then four RFR Business Days prior
to such setting
“Refinance”
means, in respect of any Indebtedness, to refinance, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds
of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part; “Refinanced”
and “Refinancing” shall have correlative meanings.
“Refinanced Debt”
shall have the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness.”
“Refinancing Amendment” means an
amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent, (c) each Additional
Lender and (d) each existing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being
incurred pursuant thereto, in accordance with Section 2.24.
“Refinancing Loans” means Refinancing Revolving
Loans and Refinancing Term Loans.
“Refinancing Revolving
Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.
“Refinancing Revolving
Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.
“Refinancing Term Loan
Commitments” means one or more Classes of Term Loan Commitments hereunder that result from a Refinancing Amendment.
“Refinancing Term Loans”
means one or more Classes of Term Loans that result from a Refinancing Amendment.
“Refunded Swing Line Loans” shall have
the meaning assigned to such term in Section 2.07(b)(iv).
“Register” shall have the meaning assigned
to such term in Section 9.04(b)(iv).
“Registered Equivalent
Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the
Securities Act (or any comparable law in any applicable jurisdiction), substantially identical notes (having the same Guarantees) issued
in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC and/or any comparable agency in any applicable
jurisdiction.
“Regulation D” means Regulation D of the
Board.
“Regulation H” means Regulation H of the
Board.
44
“Regulation T” means Regulation T of the
Board.
“Regulation U” means Regulation U of the
Board.
“Regulation X” means Regulation X of the
Board.
“Related Funds”
means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed or advised by such Lender, the same
investment advisor as such Lender or by an Affiliate of such investment advisor.
“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective employees, directors, officers, partners,
trustees, agents, receiver appointed pursuant to a Collateral Document and successors and permitted assigns of such Person and such Person’s
Affiliates.
“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, tanks, containers
or other closed receptacles containing or previously containing any Hazardous Material), including the movement of any Hazardous Material
through the air, soil, surface water or groundwater.
“Relevant Governmental
Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve
Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case,
any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Sterling, the Bank of England,
or a committee officially endorsed or convened by the Bank of England or, in each case, any successor thereto and (iii) with respect
to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or
convened by the European Central Bank or, in each case, any successor thereto.
“Relevant Rate” means (i) with
respect to any Term Benchmark Borrowing denominated in Dollars, Term SOFR, (ii) with respect to any Term Benchmark Borrowing denominated
in Euros, the EURIBOR Rate, (iii) or with respect to any RFR Borrowing, SONIA, in each case, as applicable.
“Reimbursement Date” shall have the meaning
assigned to such term in Section 2.08(d).
“Repayment Date” shall have the meaning
assigned to such term in Section 2.11(a).
“Required
Delayed Draw Term Lenders” means, at any time with respect to the 2026 Delayed Draw Term Commitments and 2026 Delayed Draw Term
Loans, the holders of more than 50% of the sum of all outstanding 2026 Delayed Draw Term Loans and unused 2026 Delayed Draw Term Commitments
at such time, but excluding, in all cases, the amount of 2026 Delayed Draw Term Commitments and 2026 Delayed Draw Term Loans held by Defaulting
Lenders; provided that, at any time there are two or more unaffiliated Lenders, “Required Delayed Draw Term Lenders” shall
include at least two unaffiliated Lenders.
“Required
Lenders” means, as of any date of determination, subject to the provisions of Section 9.04(h) and Section 2.26, Lenders having more than 50% of the sum of all outstanding Loans and unused Commitments at such time, but excluding Loans
and unused Commitments held by Defaulting Lenders; provided that, at any time there are two or more unaffiliated Lenders,
“Required Lenders” shall include at least two unaffiliated Lenders.
45
“Required Revolving
Lenders” means, at any time with respect to the Revolving Facility, the holders of more than 50% of the Total Revolving Exposure
at such time, but excluding Revolving Exposure held by Defaulting Lenders.
“Requirements of Law”
means, with respect to any Person, collectively, the Organizational Documents of such Person and the common law, civil law and all federal,
state, provincial, territorial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and
regulations, by-laws, directives, ordinances, orders, judgments, writs, injunctions, decrees (including any requirements under any Environmental
Laws and ERISA and any administrative or judicial precedents or authorities which for the avoidance of doubt shall include the USA PATRIOT
Act, United States Foreign Corrupt Practices Act of 1977, Regulation H and OFAC), Governmental Authorizations and the interpretation or
administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case
having the force of law and that are applicable to or binding upon such Person or any of its property or to which such Person or any of
its property is subject.
“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer”
of any Person means the chief executive officer, the president, any vice president, the chief operating officer or any 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, and, as to any document delivered on the Closing Date (but subject to the express requirements set forth
in Article 4), shall include any secretary or assistant secretary of a Loan Party.
“Restricted”
means, when referring to Cash or Cash Equivalents of Holdings and its Restricted Subsidiaries, that such Cash or Cash Equivalents (a) appear
(or would be required to appear) as “restricted” on the consolidated balance sheet of the Borrower (unless such appearance
is related to the Liens permitted hereunder other than consensual Liens which either are on assets which do not constitute Collateral
or rank prior to the Liens in favor of the Secured Parties on the Collateral), (b) are subject to any Lien in favor of any Person
other than (i) the Collateral Agent for the benefit of the Secured Parties and (ii) other Liens permitted hereunder other than
consensual Liens which either are on assets which do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties
on the Collateral, (c) are not otherwise generally available for use by such Person or (d) with respect to any incurrence of
Indebtedness for which compliance with a Leverage Ratio is being determined on a Pro Forma Basis, do not constitute proceeds from such
incurrence of Indebtedness (other than, for purposes of determining the ability to incur any Incremental Revolving Commitments, the proceeds
of such Incremental Revolving Loans borrowed at the time of determination of such Leverage Ratio).
“Restricted Amount” shall have the meaning
assigned to such term in Section 2.13(h).
“Restricted Payment” shall have the meaning
assigned to such term in Section 6.05.
“Restricted Subsidiary”
means any Subsidiary of Holdings or the Borrower, as the context requires (or, if so specified, a Loan Party) other than any Unrestricted
Subsidiary.
46
“Reuters” means, as applicable, Thomson
Reuters Corp., Refinitiv, or any successor thereto.
“Revaluation
Date” shall mean (a) with respect to any Loan denominated in any Designated Foreign Currency, each of the following:
(i) the date of the Borrowing of such Loan and (ii) (A) with respect to any Term Benchmark Loan, each date of a conversion
into or continuation of such Loan pursuant to the terms of this Agreement and (B) with respect to any RFR Loan, each date that
is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or, if there is
no such numerically corresponding day in such month, then the last day of such month); (b) with respect to any Letter of Credit
denominated in an Designated Foreign Currency, each of the following: (i) the date on which such Letter of Credit is issued,
(ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has
the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any
time when an Event of Default exists.
“Revolving Commitment”
means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing
Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount
of each Revolving Lender’s Revolving Commitment, if any, is set forth on the Revolving Loan Commitment Schedule, the applicable
Assignment and Assumption, an Incremental Assumption Agreement, a Refinancing Amendment or an Extension, as applicable, subject to any
adjustment or reduction pursuant to the terms and conditions hereof.
“Revolving Commitment Period”
means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.
“Revolving Commitment
Termination Date” means, with respect to any Class of Revolving Commitments, the earliest to occur of (a)(i) in the
case of the Revolving Facility in respect of the Initial Revolving Commitments, the fifth anniversary of the ClosingAmendment
No. 1 Effective Date, (ii) in the case of any Extended Revolving Commitments, the date specified in the applicable Extension
and (iii) in the case of any Refinancing Revolving Commitments, the date specified in the relevant Refinancing Amendment, (b) the
date the Revolving Commitments of such Class are permanently reduced to zero pursuant to Section 2.12, and (c) the
date of the termination of the Revolving Commitments pursuant to Article 7.
“Revolving Exposure”
means, with respect to any Revolving Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments,
that Revolving Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, that Revolving Lender’s
Revolving Extensions of Credit.
“Revolving
Extensions of Credit” means, with respect to any Revolving Lender as of any date of determination, the sum of (a) the
aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of the Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in
such Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or
any unreimbursed drawing under any Letter of Credit, (d) in the case of the Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of
all participations therein by that Lender in any outstanding Swing Line Loans.
47
“Revolving Facility”
means, at any time, the aggregate Revolving Lenders’ Revolving Commitments at such time. The Revolving Facility shall be available
to be drawn from time to time on or after the Closing Date in U.S. Dollars, Euros, Pounds Sterling.
“Revolving Facility
Commitment Fee” means (a) with respect to the Initial Revolving Commitments, 0.50% per annum and (b) with respect
to any Extended Revolving Commitments or Refinancing Revolving Commitments, the amount specified in the applicable Extension Offer or
Refinancing Amendment, as the case may be.
“Revolving Lenders”
means, at any time, any Lender that has a Revolving Commitment or a Revolving Loan at such time.
“Revolving Loan”
means the Initial Revolving Loans, any Extended Revolving Loans and any Refinancing Revolving Loans.
“Revolving Loan Commitment Schedule” means Schedule 2.01B attached hereto.
“RFR Borrowing” means, as to any Borrowing,
the RFR Loans comprising such Borrowing.
“RFR Business Day”
means, for any Loan denominated in (a) Sterling, any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on
which banks are closed for general business in London.
“RFR Loan” means a Loan that bears interest
at a rate based on SONIA.
“S&P”
means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor to its
rating agency business.
“Sale and Lease-Back
Transaction” means any arrangement with any Person providing for the leasing by Holdings, the Borrower or any Subsidiary of
any real or tangible personal property, which property has been or is to be sold or transferred by Holdings, the Borrower or such Subsidiary
to such Person in contemplation of such leasing.
“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions
(at the time of this Agreement, the so - called Donetsk People’s Republic, the so- called Luhansk People’s Republic, and the
Crimea regions of Ukraine, Cuba, Iran and North Korea).
“Sanctioned
Person” means, at any time, any Person subject or target of any Sanctions, including (a) any Person listed in any Sanctions-related
list of designated Persons maintained by the U.S. government, including by Office
of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State,
(b) any Person located, organized or ordinarily resident in a Sanctioned Country, (c) any Person 50% or more owned or controlled
(as ownership and control is defined and/or established under applicable Sanctions) by any such Person or Persons described in the foregoing
clauses (a) or (b).
“Sanctions”
means all economic or financial sanctions or trade embargoes, administered or enforced from time to time by the U.S. government, including
those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.
48
“Scheduled Loan Repayment” shall have the
meaning assigned to such term in Section 2.11(a).
“SEC” means the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of its functions.
“Secured Banking Services
Obligations” means all Banking Services Obligations of any Loan Party or any Restricted Subsidiary under arrangements for Banking
Services that (a) are in effect on the Closing Date with a counterparty that is the Administrative Agent or a Lender or an Affiliate
of the Administrative Agent or a Lender as of the Closing Date or in connection with the initial syndication of the Loans or (b) are
entered into after the Closing Date with any counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative
Agent or a Lender at the time such arrangement is entered into.
“Secured Hedging Obligations”
means all Hedging Obligations under each Hedge Agreement that is entered into by any Loan Party or any Restricted Subsidiary that (a) is
in effect on the Closing Date or (b) is entered into after the Closing Date and, in each case, has been specifically designated as
such to the Administrative Agent in writing by the Borrower as “Secured Hedging Obligations”. As of the Closing Date, each
of the Hedge Agreements listed on Schedule 1.01A are hereby specifically designated to the Administrative Agent as Secured Hedging Obligations.
“Secured Leverage Ratio”
means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day (other than
any portion thereof which is unsecured) over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings
and the Restricted Subsidiaries on such date to (b) Consolidated Adjusted EBITDA, calculated on a Pro Forma Basis for such period.
“Secured Obligations” means all Obligations, together with all Secured Banking Services Obligations and all Secured Hedging Obligations; provided that the “Secured Obligations” shall exclude any Excluded Swap Obligations.
“Secured Party” means (a) each
Lender, (b) each Issuing Bank, (c) the Collateral Agent, (d) the Administrative Agent, (e) each Person (other
than a Loan Party) to whom any Secured Banking Services Obligations or any Secured Hedging Obligations are owed, (f) the
beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (g) the permitted
successors and assigns of each of the foregoing.
“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares
or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing; *provided* that “Securities” shall not include any earnout agreement or obligation or any employee
bonus or other incentive compensation plan or agreement.
“Securities Act”
means the Securities Act of 1933, and the rules and regulations of the SEC promulgated thereunder.
49
“Senior Representative”
means, with respect to any series of Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt, the trustee,
administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness
is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.
“Similar Business”
means a business, the majority of whose revenues are derived from the activities of the Borrower, Holdings and the Restricted Subsidiaries
as of the Closing Date or any business or activity that is reasonably similar or complementary thereto or a reasonable extension, development
or expansion thereof or ancillary thereto.
“SOFR” means
a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the
Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Borrowing” means, as to any Borrowing,
the SOFR Loans comprising such Borrowing.
“SOFR Loan”
means a Loan that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate
Base Rate”.
“Solvency Certificate” means a
certificate signed by a Financial Officer of Holdings in the form of Exhibit H.
“Solvent”
when used with respect to any Person, means that, as of any date of determination (a) the sum of the “fair value” of
the assets of such Person will, as of such date, exceed the sum of all debts (including contingent liabilities) of such Person as of such
date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency
of debtors, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than
the amount that will be required to pay the probable liability (including contingent liabilities) on existing debts of such Person as
such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct any business in which it is or is about to become engaged and (d) such Person has not incurred and does not
intend to incur, or believe or reasonably should believe that it will incur, debts (including contingent obligations and contingent liabilities)
beyond its ability to pay as they mature. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim
and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“SONIA” means,
with respect to any Business Day, a rate per annum equal to the Sterling Overnight Index Average for such Business Day published by the
SONIA Administrator on the SONIA Administrator’s Website on the immediately succeeding Business Day. At no time shall SONIA be less
than the Floor.
50
“SONIA Administrator”
means the Bank of England (or any successor administrator of the Sterling Overnight Index Average).
“SONIA Administrator’s
Website” means the Bank of England’s website, currently at http://www.bankofengland.co.uk, or any successor source for
the Sterling Overnight Index Average identified as such by the SONIA Administrator from time to time.
“SPC” shall have the meaning assigned to
such term in Section 9.04(e).
“Specialty Subsidiary”
means a Subsidiary that is (a) a captive insurance subsidiary, (b) a not-for-profit entity established for recognized charitable
purposes, (c) any Unrestricted Subsidiary, (d) any Subsidiary that is prohibited by law, regulation or Contractual Obligation
from guaranteeing the Secured Obligations or suffering a pledge of its Capital Stock to secure the Secured Obligations or that would require
a governmental (including regulatory) consent, approval, license or authorization in order to provide such guaranty or to suffer such
pledge (including under any financial assistance, corporate benefit or thin capitalization rule) (*provided* that such prohibition
is not the result of a Contractual Obligation that arose solely in contemplation of such Subsidiary satisfying this definition), (e) special
purpose entities (including securitization subsidiaries) and (f) any Subsidiary to the extent that the burden or cost (including
any material adverse Tax consequences) of obtaining a guaranty by or pledge of the Capital Stock of, outweighs the benefit afforded thereby
as reasonably determined by the Collateral Agent and the Borrower.
“Specified Equity Contribution” shall have
the meaning assigned to such term in Section 6.01(c).
“Specified Jurisdiction” shall have the
meaning assigned to such term in Section 9.09(b).
“Specified Loan Party”
means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to
giving effect to Section 10.13).
“Sponsor” means Permira Advisers, LLC, a
New York limited liability company.
“Sponsor Advised Funds” means
any investment fund that is advised or controlled by the Sponsor or an Affiliate of the Sponsor.
“Sponsor Group” means the Sponsor and Sponsor
Advised Funds.
“Spot Rate”
means, in relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by
the Administrative Agent at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to
be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day),
and, in either case, if no such rate is quoted, the spot rate of exchange quoted for wholesale transactions by the Administrative Agent
on the Business Day such conversion is to be made in accordance with its normal practice.
“Subject
Transaction” means (a) any Disposition in respect of all or substantially all of the assets or all of the equity
interests of any Subsidiary or of any business unit, line of business or division of the Borrower, Holdings or any of its
Subsidiaries, (b) the Transactions, (c) any Permitted Acquisition, (d) any Investment that results in a Person
becoming a Subsidiary of the Borrower or Holdings or (e) the designation of any Restricted Subsidiary as an Unrestricted
Subsidiary, or any Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 5.12.
51
“Subordinated Indebtedness” means
any Indebtedness of any Loan Party expressly subordinated in right of payment to the Obligations.
“subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, Joint Venture or other business
entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons
performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person of a combination thereof; *provided* that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest
in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.
“Subsidiary” means, as to any
Person, each direct or indirect subsidiary of such Person. Unless otherwise specified herein, the term “Subsidiary” shall
mean a Subsidiary of Holdings.
“Subsidiary Guarantor”
means (a) each Restricted Subsidiary that executes this Agreement as a Loan Guarantor on the Closing Date and (b) each other
Restricted Subsidiary that thereafter guarantees the Secured Obligations pursuant to the terms of this Agreement or any Joinder Agreement
hereto, in each case, unless and until such Restricted Subsidiary ceases to be a Subsidiary Guarantor as a result of a transaction not
prohibited hereby.
“Supported QFC” shall have the meaning assigned
to such term in Section 9.24.
“Swap Obligations”
means with respect to any Loan Guarantor 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.
“Swing Line Lender”
means JPMorgan in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.
“Swing Line Loan”
means a Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.07. All Swingline Loans shall be denominated
in Dollars.
“Swing Line Sublimit”
means the lesser of (a) $5,000,000 and (b) the aggregate unused amount of Revolving Commitments then in effect.
“Synthetic Lease Obligation”
means the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.
“T2” means the real time gross
settlement system operated by the Eurosystem, or any successor system.
“TARGET Day”
means any day on which T2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative
Agent to be a suitable replacement) is open for the settlement of payments in Euros.
52
“Taxes” means
any and all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties in respect of the foregoing.
“Term Benchmark”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Term SOFR Rate or the EURIBOR Rate.
“Term Lenders”
means (a) the Persons listed on the Term Loan Commitment Schedule
as Term Lenders (the “Initial Term Lenders”), (b) the Persons
listed on the 2026 Initial Term Loan Commitment Schedule as 2026 Initial Term Lenders, (c) the Persons listed on the 2026 Delayed
Draw Term Commitment Schedule as 2026 Delayed Draw Term Lenders and any other Person that shall have become a party hereto pursuant
to an Assignment and Assumption, an Incremental Assumption Agreement, an Extension or a Refinancing Amendment, other than any such Person
that ceases to be a party hereto pursuant to an Assignment and Assumption or upon the satisfaction in full of the Term Loans held by such
Person and, solely with respect to the Term Lenders described in clause (c) above,
the termination of such Person’s 2026 Delayed Draw Term Commitments, pursuant to the terms of this Agreement.
“Term Loan Commitment”
means, with respect to each Lender, its Initial Term Loan Commitment, 2026
Initial Term Loan Commitment or 2026 Delayed Draw Term Commitment, as applicable, as such commitment may be (a) reduced from
time to time pursuant to Section 2.01(c) or (d), as applicable, or (b) reduced or increased from time to time pursuant
to (i) assignments by or to such Lender pursuant to an Assignment and Assumption, (ii) an Incremental Assumption Agreement,
(iii) a Refinancing Amendment or (iv) an Extension.
“Term Loan Commitment Schedule” means Schedule
2.01A attached hereto.
“Term Loan Maturity
Date” shall have the meaning assigned to such term in the definition of Maturity Date.
“Term Loans”
means the Initial Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans.
“Term SOFR”
means, with respect to any Term Benchmark Borrowing denominated in Dollars 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; *provided* that at no time shall Term SOFR be less than the Floor
“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative
Agent in its reasonable discretion).
“Term SOFR Determination
Day” shall have the meaning assigned to such term in the definition of “Term SOFR Reference Rate”.
53
“Term SOFR
Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect
to any Term Benchmark Borrowing denominated in Dollars 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 pm (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 the Term
SOFR Rate 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 (5) U.S.
Government Securities Business Days prior to such Term SOFR Determination Day.
“Test Period”
means, as of any date of determination, the most recently completed four consecutive Fiscal Quarters of Holdings and its Restricted Subsidiaries
ending on or prior to such date for which the consolidated financial statements of Holdings and its Restricted Subsidiaries have been
(or were required to have been) delivered pursuant to Section 5.01(a) or (b).
“Total Leverage Covenant” means the financial
covenant set forth in Section 6.01(a).
“Total Leverage Ratio”
means, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day over (ii) an amount equal to the Unrestricted Cash and Cash Equivalents of Holdings and the Restricted Subsidiaries on such date to (b) Consolidated
Adjusted EBITDA, calculated on a Pro Forma Basis for such period.
“Total Revolving Exposure”
means, at any time, the sum of the Revolving Exposure of all Revolving Lenders at such time.
“Total Utilization
of Revolving Commitments” means, as at any date of determination, the sum of (a) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing
the Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (b) the aggregate principal amount of
all outstanding Swing Line Loans and (c) the Letter of Credit Usage.
“Trade Date”
means the date on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its
rights and/or obligations under this Agreement.
“Transaction Costs”
means fees and expenses payable or otherwise borne by Holdings and its Subsidiaries in connection with the Transactions and the transactions
contemplated thereby.
“Transactions”
means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party
and the making of the Borrowings hereunder, (b) the payment of the Transaction Costs and (c) the payment of the Closing Date
Dividend.
“Type”, when
used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing,
is determined by reference to Term SOFR or the Alternate Base Rate.
54
“UCC” means
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 issue of perfection of security interests.
“UK Financial Institution”
means 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 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.
“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark
Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“United States” and “U.S.”
each means the United States of America.
“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or
unliquidated at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet
made under a letter of credit issued by it; (b) any other obligation (including any guarantee) that is contingent in nature at
such time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations, but excluding
unripened or contingent obligations related to indemnification under Section 9.03 for which no written demand has been
made.
“Unrestricted”
means, when referring to Cash or Cash Equivalents, that such Cash or Cash Equivalents are not Restricted.
“Unrestricted Subsidiary”
means any subsidiary of Holdings designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.12.
“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 2.19(e)(iv).
“U.S. Government Securities
Business Day” means 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. Pledge and Security
Agreement” means that certain Pledge and Security Agreement, dated as of the date hereof, among Holdings, the other Loan Parties
party thereto and the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties.
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“USA PATRIOT Act”
means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.
“Weighted Average Life
to Maturity” means, when applied to any Indebtedness, at any date, the quotient obtained by dividing (i) the sum of the
products of the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of each successive
scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.
“Write-Down and Conversion
Powers” means, (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 UK 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** *Classification
of Loans and Borrowings*. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Class (e.g.,
a “Term Loan”) or by Type (e.g., a “Term Benchmark Loan” or a “RFR Borrowing”)
or by Class and Type (e.g., a “Term Benchmark Revolving Loan” or an “RFR Revolving Loan”).
**Section 1.03** *Terms
Generally*. The definitions of terms herein shall apply equally to 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” to the extent not already specified. The word “will” shall be construed to have the
same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein (including any Loan Document) shall be construed as referring to
such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, restatements, amendment and restatements, supplements or modifications set
forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and
permitted assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement, unless otherwise noted, (e) in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including”, the word “through”
means “to and including”, and the words “to” and “until” mean “to (or until) but
excluding”, (f) the words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including Real Estate Assets, Cash, securities,
accounts and contract rights and (g) a reference to a statute includes all regulations made pursuant to such statute and,
unless otherwise specified, the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes
any such statute or any such regulation. Where compliance with any provision herein or the other Loan Documents is determined by
reference to the proceeds of any issuances of Capital Stock or capital contributions, such proceeds shall be deemed to be limited to
such amount as was not previously (and is not concurrently being) applied in determining the permissibility of another transaction
hereunder or under the Loan Documents.
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**Section 1.04** *Effectuation of Amendment No. 1 Transactions*.
Each of the representations and warranties of the Loan Parties contained in this Agreement (and all corresponding definitions) are made
after giving effect to the Amendment No. 1 Transactions, unless
the context otherwise requires.
**Section 1.05** *Accounting Terms; GAAP; Currency*.
(a) Except as otherwise
expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP
and all terms of an accounting or financial nature that are used in the computation of any covenant (including the computation of any
financial covenant) set forth in any Loan Document shall be construed and interpreted in accordance with GAAP; *provided* that, in
the event of any change in GAAP or the application thereof, from that applied in the preparation of the financial statements of the Borrower
most recently delivered on or prior to the Closing Date that would affect the computation of any financial covenant, ratio, accounting
definition or requirement set forth in this Agreement or any other Loan Document, if the Borrower or the Required Lenders shall so request,
the Administrative Agent, the Required Lenders and the Borrower shall negotiate in good faith, each acting reasonably (and without the
requirement of any fee), to amend such financial covenant, ratio, accounting definition or requirement to preserve the original intent
thereof in light of such change in GAAP or the application thereof; *provided*, *further*, that, until so amended as provided
in the preceding proviso, (a) such financial covenant, ratio, accounting definition or requirement shall continue to be computed
in accordance with GAAP or the application thereof without regard to such change and (b) the Borrower shall furnish to the Administrative
Agent and the Lenders the financial statements required under this Agreement, and a reconciliation between such financial statements and
the calculations of such financial covenant, ratio, accounting definition or requirement made before and after giving effect to such change
in GAAP; *provided* that no amendment fee shall be payable in connection therewith. Notwithstanding any other provision contained
herein, each financial covenant, ratio, accounting definition or requirement used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made, without giving effect to (x) any election under GAAP to value any Indebtedness or other
liabilities of Holdings, the Borrower or any Subsidiary at “fair value”, as defined therein and (y) the adoption of Accounting
Standards Update No. 2016-02 by the Financial Accounting Standards Board in February 2016 (“ASU 2016-02”)
such that “Capital Lease Obligations” shall specifically exclude liabilities that were considered operating lease liabilities
under GAAP prior to the adoption of ASU 2016-02.
(b) Any calculation referring
to financial statements that is required to be made during the period prior to the time any such statements are so delivered pursuant
to Section 5.01(a) or (b) after the Closing Date shall be made by reference to the financial statements and
pro forma financial statements delivered pursuant to Section 4.01(c).
(c) For purposes of
this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or
circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency
translation shall be based on the rate of exchange between the applicable currency and Dollars (as quoted by the Administrative
Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency
reasonably acceptable to the Borrower and the Administrative Agent) in effect on the Business Day immediately preceding the date of
such transaction (except for such other time periods as provided for in Section 6.02) or determination and shall not be
affected by subsequent fluctuations in exchange rates.
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(d) On each Calculation
Date, the Administrative Agent shall (a) determine the Spot Rate as of such Calculation Date with respect to each Designated Foreign
Currency and (b) give written notice thereof to the Borrower. The Spot Rates so determined shall become effective on such Calculation
Date, shall remain effective until the next succeeding Calculation Date, and shall for all purposes of this Agreement (other than any
provision expressly requiring the use of a current Spot Rate and except for purposes of financial statements delivered by the Loan Parties
hereunder or calculating financial ratios hereunder) be the Spot Rate employed in converting any amounts between Dollars and the applicable
Designated Foreign Currency.
**Section 1.06** *Timing
of Payment of Performance*. Except as otherwise provided herein, when payment of any obligation or the performance of any covenant,
duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than
as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.
**Section 1.07** *Pro Forma Calculations*.
(a) Notwithstanding anything
to the contrary contained herein, financial ratios and tests (including the Leverage Ratios, the Fixed Charge Coverage Ratio, the amount
of Consolidated Total Assets and Consolidated Adjusted EBITDA) pursuant to this Agreement shall be calculated in the manner prescribed
by this Section 1.07.
(b) For purposes of calculating
any financial ratio or test, Subject Transactions that have been made by Holdings, the Borrower or any Restricted Subsidiary during the
applicable period or subsequent to such period and prior to or simultaneously with the event for which such calculation is being made
shall be calculated on a pro forma basis assuming that all such Subject Transactions (and the change in Consolidated Adjusted EBITDA resulting
therefrom) had occurred on the first day of the applicable period and Consolidated Total Assets shall be calculated after giving effect
thereto. If since the beginning of any such period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated
with or into the Borrower or any of the Subsidiaries since the beginning of such period shall have made any Subject Transaction that would
have required adjustment pursuant to this Section 1.07, then any applicable financial ratio or test shall be calculated giving
pro forma effect thereto for such period as if such Subject Transaction occurred at the beginning of the applicable period.
(c) Whenever pro forma
effect is to be given to a Subject Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer of the
Borrower (including the “run-rate” cost savings and synergies resulting from such Subject Transaction that have been or are
expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken
or expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with
public company requirements), net of the amount of actual benefits realized during such period from such actions), and any such adjustments
included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial ratios or tests, including
during any subsequent periods in which the effects thereof are expected to be realized); *provided* that, (i) no amounts shall
be added pursuant to this clause (c)to the extent duplicative of any amounts that are otherwise added back in computing
Consolidated Adjusted EBITDA for such period and (ii) any increase to Consolidated Adjusted EBITDA as a result of cost savings and
synergies shall be subject to the limitations set forth in the definition of Consolidated Adjusted EBITDA.
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(d) If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire period (taking into
account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such
Capital Lease Obligation in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based
upon a factor of a prime or similar rate, an applicable interbank offered rate, or other rate, shall be determined to have been based
upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or Subsidiary may designate.
(e) [Reserved].
(f) [Reserved].
(g) In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:
(i) determining
compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage
Ratio or the Total Leverage Ratio; or
(ii) testing
availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated
Adjusted EBITDA);
in each case, at
the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition
Acquisition, an “LCA Election”), the date of determination of whether any such action is permitted hereunder
shall be deemed to be the date the definitive acquisition agreement for a Limited Condition Acquisition is entered into (the
“LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other
transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)
as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date for which consolidated
financial statements of the Borrower are available, the Borrower could have taken such action on the relevant LCA Test Date in
compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. If the Borrower has made an
LCA Election and any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as
a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Adjusted EBITDA or Consolidated
Total Assets of the Borrower or the Person subject to such Limited Condition Acquisition, after the LCA Test Date and at or prior to
the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result
of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any
subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of
Restricted Payments, Investments, Dispositions, mergers, the conveyance, lease or other transfer of all or substantially all of
the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the
designation of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which
such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated
or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the
availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in
connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds
thereof).
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In connection with
any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of
this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing
or would result from any such action, as applicable, or that the representations and warranties be true and correct, such condition shall,
at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable,
exists or that the representations and warranties are true and correct, as applicable, on the date the definitive agreements for such
Limited Condition Acquisition are entered into. If the Borrower has made an LCA Election, and any Default, Event of Default or specified
Event of Default occurs, or any representations and warranties are not true and correct, following the date the definitive agreements
for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition,
any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing and that the representations
and warranties shall be deemed to be true and correct for purposes of determining whether any action being taken in connection with such
Limited Condition Acquisition is permitted hereunder.
**Section 1.08** *Determination
of Compliance with Certain Covenants; Amounts*. For purposes of determining compliance with any negative covenant set forth in Section 6.02, Section 6.03, Section 6.05, Section 6.06, or Section 6.08:
(a) in the event that any
Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment meets the criteria of more than one of
the categories of permitted Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing or Investment described in Section 6.02, Section 6.03, Section 6.05, Section 6.06, or Section 6.08, respectively,
the Borrower, in its sole discretion, may classify or reclassify such Indebtedness, Lien, Restricted Payment, payment with respect to
Junior Financing or Investment, as the case may be (or any portion thereof), and will only be required to include the amount and type
of such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment, as the case may be, being so
reclassified in the permitted category of Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment,
as the case may be, to which such Indebtedness, Lien, Restricted Payment, payment with respect to Junior Financing, or Investment is being
reclassified;
(b) at the time of incurrence
or permitted reclassification, the Borrower will be entitled to divide and classify Indebtedness, Lien, Restricted Payment, payment with
respect to Junior Financing, or Investment, as the case may be, among the relevant categories of permitted Indebtedness, Lien, Restricted
Payments, payments with respect to Junior Financing, or Investments, as the case may be; and
(c) any amounts incurred
under any dollar basket shall automatically be reclassified as incurred under the corresponding ratio basket to the extent of any ratio
capacity within the same negative covenant.
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Notwithstanding anything to
the contrary in this Section 1.08, no re-classification between covenants (i.e. Indebtedness to Liens or Investments to Restricted
Payments) shall be permitted.
**Section 1.09** *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 on the first date
of its existence by the holders of its equity interests at such time.
**Section 1.10** *Rates*.
The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the
continuation of, administration of, submission of, calculation of or any other matter related to the Alternate Base Rate, the Term SOFR
Reference Rate Term SOFR, EURIBOR Rate, SONIA, or any component definition thereof or rates referred to in the definition thereof, or
any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics
of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value
or economic equivalence of, or have the same volume or liquidity as, the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR,
EURIBOR Rate, SONIA, or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition
of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect
the calculation of the Alternate Base Rate, the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, any alternative, successor or
replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower.
The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Alternate Base Rate,
the Term SOFR Reference Rate, Term SOFR, EURIBOR Rate, SONIA, or any other Benchmark, or any component definition thereof or rates referred
to 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 1.11** *Exchange Rates, Currency Equivalents.*
(a) The Administrative
Agent or the Issuing Bank, as applicable, shall determine the Dollar Equivalent amounts of Term Benchmark Borrowings or RFR Borrowings
or Letter of Credit extensions denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation
Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements
delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable
amount of any Agreed Currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined
by the Administrative Agent or the Issuing Bank, as applicable.
(b) Wherever
in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or an RFR Loan or
the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed
in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Designated Foreign Currency, such amount shall be the
Dollar Equivalent of such amount, as reasonably determined by the Administrative Agent or the Issuing Bank, as the case may be.
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**ARTICLE 2**
**THE CREDITS**
**Section 2.01** *Term Loan Commitments*.
Subject to the terms and conditions set forth herein:
(a) Each Term Lender with
an Initial Term Loan Commitment, agrees, severally and not jointly, to make an Initial Term Loan to the Borrower on the Closing Date,
in Dollars, in a principal amount equal to its Initial Term Loan Commitment as of the Closing Date. Amounts prepaid or repaid in respect
of Term Loans may not be reborrowed.
(b) Each
Term Lender with a 2026 Initial Term Loan Commitment, agrees, severally and not jointly, to make a 2026 Initial Term Loan to the Borrower
on the Amendment No. 1 Effective Date, in Dollars, in a principal amount equal to its 2026 Initial Term Loan Commitment as of the
Amendment No. 1 Effective Date. The 2026 Initial Term Loans made on the Amendment No. 1 Effective Date shall, on and after
the Amendment No. 1 Effective Date, constitute Initial Term Loans and Initial Loans hereunder in all respects. Amounts prepaid or
repaid in respect of Term Loans may not be reborrowed.
(c) Each
Term Lender with a 2026 Delayed Draw Term Commitment, agrees, severally and not jointly, to make 2026 Delayed Draw Term Loans to the
Borrower from time to time and at any time on or after the Amendment No. 1 Effective Date until the 2026 Delayed Draw Term Commitment
Termination Date, in Dollars, in a principal amount not to exceed such Term Lender’s 2026 Delayed Draw Term Commitment. The 2026
Delayed Draw Term Loans shall, on and after the date on which such 2026 Delayed Draw Term Loans are made, constitute Initial Term Loans
and Initial Loans hereunder in all respects. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.
(d) (b) Each Incremental Term Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption
Agreement, to make Incremental Term Loans to the Borrower, in an aggregate principal amount equal to its Incremental Term
Commitment.
(e) (c) The Term Loan Commitments as of the Closing Date shall automatically terminate upon the making of the Term Loans on the Closing
Date. The 2026 Initial Term Loan Commitments as of the Amendment
No. 1 Effective Date shall automatically terminate upon the making of the 2026 Initial Term Loans on the Amendment No. 1
Effective Date.
**Section 2.02** *Term Loans and Borrowings*.
(a) Each Term Loan shall
be made as part of a Borrowing consisting of Term Loans of the same Type and Class made by the Lenders ratably in accordance with
their respective Commitments of the applicable Class. The failure of any Lender to make any Term Loan required to be made by it shall
not relieve any other Lender of its obligations hereunder; *provided* that the Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required.
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(b) Subject to Section 2.16,
each Borrowing of Term Loans shall be comprised entirely of ABR Loans or Term Benchmark Loans as the Borrower may request in accordance
herewith. Each Lender at its option may make any Term Benchmark Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Term Loan; *provided* that (i) any exercise of such option shall not affect the obligation of the Borrower to repay
such Term Loan in accordance with the terms of this Agreement, (ii) such Term Benchmark Loan shall be deemed to have been made and
held by such Lender, and the obligation of the Borrower to repay such Term Benchmark Loan shall nevertheless be to such Lender for the
account of such domestic or foreign branch or Affiliate of such Lender, (iii) the making of such Term Benchmark Loan by such domestic
or foreign branch or Affiliate of such Lender shall not result in any additional Tax liability to the Borrower, and (iv) in exercising
such option, such Lender shall use reasonable efforts to minimize any increase in Term SOFR or increased costs to the Borrower resulting
therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result
in increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in
the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.17 shall
apply).
(c) At the commencement
of each Interest Period for any Term Benchmark Borrowing of Term Loans, such Borrowing shall comprise an aggregate principal amount that
is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Each ABR Borrowing of Term Loans when made
shall be in a minimum principal amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess thereof; *provided* that an ABR Borrowing of Term Loans may be maintained in a lesser amount equal to the difference between the aggregate principal amount
of all other Borrowings of Term Loans of the applicable Class and the total amount of Term Loans of such Class at such time
outstanding. Borrowings of Term Loans of more than one Type may be outstanding at the same time; *provided* that there shall not
at any time be more than a total of five different Interest Periods in effect for SOFR Borrowings of Term Loans of any single Class at
any time outstanding.
(d) The Administrative
Agent shall upon receipt of all requested funds, promptly make the Initial Term Loan to be made as part of the requested Borrowing available
to the Borrower by wire transfer of immediately available funds to the location and number of the account set forth in the applicable
Borrowing Request and in accordance with any flow of funds or other such letter of direction attached thereto.
(e) Notwithstanding any
other provision of this Agreement, the Borrower shall not be entitled to elect to convert or continue any Borrowing of Term Loans if the
Interest Period requested with respect thereto would end after the relevant Maturity Date.
**Section 2.03** *Request for Term Loan Borrowings*.
(a) To
request the making of the Term Loans hereunder, the Borrower shall notify the Administrative Agent of such request in writing by
delivery (which may be by facsimile or electronic mail) of a Borrowing Request signed by the Borrower not later than 11:00 a.m., New
York City time, (x) three (3) U.S. Government Securities Business Days before the proposed funding date with respect to
Term Benchmark Loans (it being understood that any Borrowing Request for a Borrowing of Term Benchmark Loans on the Closing Date or
the Amendment No. 1 Effective Date may be delivered by 11:00 a.m., New York City time on the Business Day prior to the
Closing Date or the Amendment No. 1 Effective Date,
respectively) and (y) on the proposed funding date (which shall be a Business Day) with respect to ABR Loans (or, in
each case, such later time or date as shall be acceptable to the Administrative Agent; provided that, if such Borrowing
Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion
of the Administrative Agent. A Borrowing Request delivered by facsimile (or electronic mail) shall be irrevocable upon confirmation
of delivery; *provided* that, in each case, such notice may be conditioned upon the effectiveness of other transactions, in
which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. Each such Borrowing Request shall specify the following information in
compliance with Section 2.02:
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(i) the Class and the aggregate amount of the requested Term Loan;
(ii) the date of the Borrowing, which shall be a Business Day;
(iii) whether the Borrowing is to be an ABR Borrowing or a SOFR Borrowing;
(iv) in the case
of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period;” and
(v) the location
and number of the Borrower’s account or any other designated account to which funds are to be disbursed.
(b) If no election as to
the Type of Borrowing is specified, then the requested Borrowing of Term Loans shall be an ABR Borrowing. If no Interest Period is specified
with respect to any Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s
duration. Promptly following receipt of the 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.
(c) Each
Lender shall make the Initial Term Loan to be made by it hereunder on the Closing
Datedate of the requested Borrowing by wire
transfer of immediately available funds, to the account of the Administrative Agent most recently designated by it for such purpose
by notice to the Lenders, in an amount equal to such Lender’s Applicable Percentage,
in accordance with such Lender’s Term Loan Commitment on such date, of the aggregate principal amount of the Initial
Term Loans made on date of the Closing
Dateproposed Borrowing. Upon receipt of all
requested funds, the Administrative Agent shall make such funds available to the Borrower by wire transfer in accordance with the
terms of the Borrowing Request.
(d) Unless
the Administrative Agent shall have received notice from a Lender prior to the Closing
Datedate of the requested Borrowing that such
Lender will not make available to the Administrative Agent such Lender’s share of the Term Loan Borrowing on the Closing
Datedate of the requested Borrowing, the
Administrative Agent may assume that such Lender has made such share available on the Closing
Datedate of the requested Borrowing in
accordance with this Section 2.03 and may (but shall have no obligation to), in reliance upon such assumption, make
available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing
available to the Administrative Agent, then the applicable Lender agrees to pay to the Administrative Agent forthwith on demand
(without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at the applicable Overnight Rate plus
any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If
such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Initial Term Loan,
included in the Term Loan Borrowing on the Closing Date or the applicable date of Borrowing. Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the
Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.
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**Section 2.04** *Revolving Commitments*.
(a) Subject to the terms
and conditions set forth herein, during the Revolving Commitment Period, each Revolving Lender severally agrees to make Revolving Loans
to the Borrower, in Approved Currencies, in an aggregate amount up to but not exceeding such Revolving Lender’s Revolving Commitment; *provided* that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments
exceed the aggregate Revolving Commitments then in effect; *provided, further,* that each Revolving Loan shall be made as a part
of a Borrowing consisting of Revolving Loans of the same Type made by the Revolving Lenders ratably in accordance with their respective
Revolving Commitments. Amounts borrowed pursuant to Section 2.05 may be repaid and reborrowed during the Revolving Commitment
Period. Each Revolving Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving
Loans of such Class and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments of such
Class shall be paid in full no later than such date.
(b) Each Incremental Revolving
Lender agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement, to make Incremental Revolving
Loans to the Borrower, in an aggregate principal amount up to but not exceeding its Incremental Revolving Commitment.
**Section 2.05** *Revolving Loans and Borrowings*.
(a) Except pursuant to Section 2.07(b)(iv), Revolving Loans that are ABR Borrowings shall be made in an aggregate minimum amount of the Borrowing
Minimum and integral multiples of the Borrowing Multiple in excess of that amount (*provided* that such ABR Loans of any Class may
be maintained in a lesser amount equal to the difference between the aggregate principal amount of all other Revolving Loans of such Class and
the Total Utilization of Revolving Commitments of such Class), and Revolving Loans that are Term Benchmark Loans shall be in an aggregate
minimum amount of the Borrowing Minimum and integral multiples of the Borrowing Multiple in excess of that amount.
(b) Subject
to Section 2.16, each Borrowing of Revolving Loans shall be comprised entirely of ABR Loans, RFR Loans or Term Benchmark
Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Term Benchmark Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Revolving Loan; *provided* that (i) any exercise of
such option shall not affect the obligation of the Borrower to repay such Revolving Loan in accordance with the terms of this
Agreement, (ii) such Term Benchmark Loan shall be deemed to have been made and held by such Lender, and the obligation of the
Borrower to repay such Term Benchmark Loan shall nevertheless be to such Lender for the account of such domestic or foreign branch
or Affiliate of such Lender, (iii) the making of such Term Benchmark Loan by such domestic or foreign branch or Affiliate of
such Lender shall not result in any additional Tax liability to the Borrower, and (iv) in exercising such option, such Lender
shall use reasonable efforts to minimize any increase in Term SOFR or increased costs to the Borrower resulting therefrom (which
obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased
costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event
of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.17 shall
apply).
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(c) After the Closing Date,
the proceeds of the Revolving Loans may be used for working capital needs and other general corporate purposes (including for capital
expenditures, Permitted Acquisitions, and other Investments) of Holdings and its Subsidiaries.
**Section 2.06** *Request for Revolving Borrowings*.
(a) To
request the making of Revolving Loans hereunder, the Borrower shall notify the Administrative Agent of such request in writing by
delivery (which may be by facsimile or electronic mail) of a Borrowing Request signed by the Borrower (i) in the case of a Term
Benchmark Borrowing denominated in Dollars, not later than 11:00 a.m. (New York City time) at least in the case of a Borrowing
denominated in Dollars, (x) three (3) U.S. Government Securities Business Days before the proposed Borrowing of Revolving
Loans in the case of a SOFR Borrowing (it being understood that any Borrowing Request for a Borrowing of Term Benchmark Loans on the
Closing Date may be delivered by 11:00 a.m., New York City time on the Business Day prior to the Closing Date), and (y) one
(1) Business Day in advance of the proposed Borrowing in the case of a Revolving Loan that is an ABR Loan (or, in each case,
such later time or date as shall be acceptable to the Administrative Agent), (ii) in the case of a Term Benchmark Borrowing
denominated in Euros, not later than 12:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing,
and (iii) in the case of an RFR Borrowing not later than 11:00 a.m., New York City time, five RFR Business Days before the date
of the proposed Borrowing; provided that, if such Borrowing Request is submitted through an Approved Borrower Portal, the
foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Except as otherwise provided
herein, (x) a written Borrowing Request for a Revolving Loan that is a Term Benchmark Loan shall be irrevocable on the date
that is two (2) Business Days prior to the first day of the requested Interest Period and (y) a Borrowing Request made by
facsimile or electronic mail shall be irrevocable upon confirmation of delivery; *provided* that, in each case, such notice may
be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such
Borrowing Request shall specify the following information in compliance with Section 2.05:
(i) the aggregate amount and currency (which shall be an Approved Currency) of the requested Revolving Loan;
(ii) the date of the Borrowing, which shall be a Business Day;
(iii) whether the requested Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing or an RFR Borrowing;
(iv) in the case
of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition
of the term “Interest Period”; and
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(v) the location and number of the
Borrower’s account or any other designated account to which funds are to be disbursed.
(b) If no election as to
the currency of a Borrowing is specified, then the requested Revolving Borrowing shall be made in Dollars. If no election as to the Type
of Revolving Loan is specified, then the requested Borrowing of Revolving Loans shall be an ABR Borrowing made in Dollars. If no Interest
Period is specified with respect to any Term Benchmark Borrowing of Revolving Loans, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration. Promptly following receipt of the Borrowing Request in accordance with this Section 2.06,
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.
(c) Administrative Agent
shall promptly provide each Lender notice of receipt of each Borrowing Request in respect of Revolving Loans, together with the amount
of each such Lender’s Pro Rata Share thereof, together with the applicable interest rate.
(d) Each Lender shall make
the amount of its Revolving Loan available to the Administrative Agent not later than 1:00 p.m. (New York City time) on the date
of the requested Borrowing by wire transfer of same day funds, in Dollars at the office of the Administrative Agent. Except as provided
herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall, upon receipt of all
requested funds, make the proceeds of such Revolving Loans available to the Borrower on the requested date of such Borrowing by causing
an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders
to be transferred by wire transfer in like funds to the account of the Borrower or any such other account set forth in the Borrowing Request.
(e) [Reserved].
(f) There shall not at any time be more than a total of five different Interest Periods in effect for SOFR Borrowings of Revolving Loans of any single Class at any time outstanding.
(g) Unless the Administrative
Agent shall have received notice from a Lender prior to the Borrowing of Revolving Loans that such Lender will not make available to the
Administrative Agent such Lender’s share of the Revolving Loan Borrowing on the applicable borrowing date, the Administrative Agent
may assume that such Lender has made such share available on the applicable borrowing date in accordance with this Section 2.06 and may (but shall have no obligation to), in reliance upon such assumption, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender
agrees to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative
Agent, at the applicable Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative
Agent in connection with the foregoing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Revolving Loan included in the Revolving Loan Borrowing on the applicable borrowing date. Nothing herein shall be
deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or
the Borrower or any Loan Party may have against any Lender as a result of any default by such Lender hereunder.
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**Section 2.07** *Swing Line Loans*.
(a) Swing
Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line
Lender agrees to make Swing Line Loans to the Borrower, in Dollars, in an aggregate principal amount up to but not exceeding the
Swing Line Sublimit; *provided* that after giving effect to the making of any Swing Line Loan, in no event shall the Total
Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.07 may be repaid and reborrowed during the Revolving Commitment Period. Each Swing Line Loan shall be an ABR Loan. The Swing Line
Lender’s Commitment to make Swing Line Loans shall expire on the latest Revolving Commitment Termination Date and all Swing
Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than such date.
Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.07,
prepay under Section 2.12, and reborrow under this Section 2.07.
(b) Borrowing
Mechanics for Swing Line Loans.
(i) Swing Line
Loans shall be made in an aggregate minimum amount of $50,000 and integral multiples of $50,000 in excess of that amount.
(ii) To request
the making of a Swing Line Loan hereunder, the Borrower shall notify the Swing Line Lender (with a copy to the Administrative Agent) of
such request in writing by delivery (which may be by facsimile or email) of a Borrowing Request signed by the Borrower not later than
2:00 p.m. (New York City time) on the date of the proposed Borrowing, which shall be a Business Day; provided that, if such
Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion
of the Administrative Agent.
(iii) The Swing
Line Lender shall make the amount of its Swing Line Loan available to the Borrower promptly on the date specified in the relevant Borrowing
Request by wire transfer of same day funds in Dollars to be credited to the account of the Borrower or such other account as may be designated
in writing to the Swing Line Lender by the Borrower.
(iv) With
respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.12, the
Swing Line Lender may at any time and from time to time prior to the fifth Business Day following the borrowing of any Swing Line
Loan, in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower) at least one Business
Day in advance of the proposed Borrowing, a written notice (which shall be deemed to be a Borrowing Request given by the Borrower)
requesting that each Lender holding a Revolving Commitment make Revolving Loans that are ABR Loans to the Borrower on the date of
such Borrowing in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”)
outstanding on the date such notice is given which the Swing Line Lender requests Lenders to prepay; *provided* that on the
fifth Business Day following the borrowing of any such Swing Line Loan, such request shall be deemed made by the Swing Line Lender
(without any such copy to the Borrower being required); *provided*, *further* that no notice of repayment shall be
required to be given by the Borrower in respect of any such repayment of any Swing Line Loan. Anything contained in this Agreement
to the contrary notwithstanding, (A) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender
shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of
the Refunded Swing Line Loans and (B) if the Swing Line Lender is a Revolving Lender, on the day such Revolving Loans are made,
the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a
Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no
longer be outstanding as Swing Line Loans but shall instead constitute part of the Swing Line Lender’s outstanding Revolving
Loans to the Borrower. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by
or on behalf of the Borrower from the Swing Line Lender in bankruptcy or insolvency, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders.
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(v) If for any reason Revolving
Loans are not made pursuant to Section 2.07(b)(iv) in an amount sufficient to repay any amounts owed to the Swing Line
Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing
Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have irrevocably purchased a participation
in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued
interest thereon. Upon one Business Day’s written notice from the Swing Line Lender, each Lender holding a Revolving Commitment
shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds
at the principal office of the Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to the
Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the Swing Line Lender shall be entitled
to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by the Swing Line Lender
for the correction of errors among banks and thereafter at the Alternate Base Rate. A certificate of the Swing Line Lender submitted to
any Lender with respect to amounts owing under this Section 2.07(b)(v) shall be conclusive absent manifest error. No
funding of risk participations hereunder shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together
with interest, as provided for in this Agreement.
(vi) Notwithstanding
anything contained herein to the contrary, (A) each Lender’s obligation to make Revolving Loans for the purpose of
repaying any Refunded Swing Line Loans pursuant to Section 2.07(b)(iv) and each Lender’s obligation to
purchase a participation in any unpaid Swing Line Loans pursuant to Section 2.07(b)(v) shall be absolute and
unconditional and shall not be affected by any circumstance, including (1) any set-off, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever;
(2) the occurrence or continuation of a Default or Event of Default; (3) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (4) any breach of this Agreement or any
other Loan Document by any party thereto; or (5) any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing; *provided* that such obligations of each Lender to make Revolving Loans hereunder (but not to purchase
and fund risk participations in Swing Line Loans pursuant Section 2.07(b)(v) above) are subject to the condition
that the Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such
Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (B) the Swing Line Lender shall not be obligated to make
any Swing Line Loans (1) if it has elected not to do so after the occurrence and during the continuation of a Default or Event
of Default or (2) at a time when any Lender is a Defaulting Lender unless the participations therein have been reallocated in
the manner specified in Section 2.26(a)(ii)(A) below or, if not so reallocated, the Swing Line Lender has entered
into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the
Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s
Pro Rata Share of the outstanding Swing Line Loans.
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(c) Resignation and
Removal of Swing Line Lender. So long as a replacement Swing Line Lender reasonably acceptable to the Borrower has been identified
and has agreed to assume the responsibilities of the Swing Line Lender, the Swing Line Lender may resign as the Swing Line Lender upon
thirty days prior written notice to the Administrative Agent, the Lenders and the Borrower. The Swing Line Lender may be replaced at any
time by written agreement among the Borrower, the Administrative Agent, the replaced Swing Line Lender (*provided* that no consent
of the replaced Swing Line Lender will be required if the replaced Swing Line Lender has no Swing Line Loans outstanding or such Swing
Line Loans will be prepaid on the effective date of such removal) and the successor Swing Line Lender. The Administrative Agent shall
notify the Lenders of any such replacement of the Swing Line Lender. At the time any such replacement or resignation shall become effective,
the Borrower shall prepay any outstanding Swing Line Loans made by the resigning or removed Swing Line Lender. From and after the effective
date of any such replacement or resignation, (x) any successor Swing Line Lender shall have all the rights and obligations of a Swing
Line Lender under this Agreement with respect to Swing Line Loans made thereafter and (y) references herein to the term “Swing
Line Lender” shall be deemed to refer to such successor or to any previous Swing Line Lender, or to such successor and all previous
Swing Line Lenders, as the context shall require.
(d) If the Maturity Date
shall have occurred in respect of any Class of Revolving Commitments at a time when another Class or Classes of Revolving Commitments
is or are in effect with a longer Maturity Date, then on the earliest occurring Maturity Date all then outstanding Swing Line Loans shall
be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence
of such Maturity Date); *provided*, *however*, that if on the occurrence of such earliest Maturity Date (after giving effect
to any repayments of Revolving Loans, there shall exist one or more Classes of sufficient unutilized Revolving Commitments so that the
respective outstanding Swing Line Loans could be incurred pursuant to such Revolving Commitments which will remain in effect after the
occurrence of such Maturity Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans
and same shall be deemed to have been incurred solely pursuant to the relevant Revolving Commitments, and such Swing Line Loans shall
not be so required to be repaid in full on such earliest Maturity Date.
**Section 2.08** *Letters of Credit*.
(a) During
the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Letters of Credit (or
amend, renew or extend an outstanding Letter of Credit), in a form approved by Issuing Bank, for the account of the Borrower (or any
Restricted Subsidiary and/or Joint Venture; *provided* that the Borrower will be the applicant) in the aggregate amount up to
but not exceeding the Letter of Credit Sublimit; *provided*, each Letter of Credit shall be denominated in an Approved
Currency; *provided, further*, (i) after giving effect to such issuance (or amendment, renewal or extension), in no event
shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (ii) after giving effect
to such issuance (or amendment, renewal or extension), in no event shall the Letter of Credit Usage exceed the Letter of Credit
Sublimit then in effect; (iii) in no event shall any standby Letter of Credit have an expiration date later than the earlier of
(A) three (3) Business Days prior to the latest Revolving Commitment Termination Date (*provided* that the expiration
date of a standby Letter of Credit may be later than three (3) Business Days prior to the latest Revolving Commitment
Termination Date if the Borrower has, on or before the date that is three Business Days prior to the latest Revolving Commitment
Termination Date, posted Cash Collateral to the Collateral Agent in an amount equal to 105 % of the amount available for drawing
with respect to such Letter of Credit) and (B) the date which is one year from the date of issuance of such standby Letter of
Credit unless consented to by the Issuing Bank; and (iv) in no event shall any commercial Letter of Credit (A) have an
expiration date later than the earlier of (1) five (5) Business Days prior to the latest Revolving Commitment Termination
Date (*provided* that the expiration date of a commercial Letter of Credit may be later than five (5) Business Days prior
to the latest Revolving Commitment Termination Date if the Borrower has, on or before the date that is five (5) Business Days
prior to the latest Revolving Commitment Termination Date, posted Cash Collateral to the Collateral Agent in an amount equal to 105%
of the amount available for drawing with respect to such Letter of Credit and (2) the date which is one year from the date of
issuance of such commercial Letter of Credit or (B) be issued if such commercial Letter of Credit is otherwise unacceptable to
the Issuing Bank in its reasonable discretion. Subject to the foregoing, the Issuing Bank may agree that a standby Letter of Credit
will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to
extend for any such additional period; *provided* that the restriction in subclause (iii)(A) of this Section 2.08(a) shall
continue to apply and the Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of
Default has occurred and is continuing at the time the Issuing Bank must elect to allow such extension. The Issuing Bank shall not
at any time be obligated to issue, amend, renew or extend any Letter of Credit hereunder if such issuance, amendment, renewal or
extension would conflict with, or cause the Issuing Bank to exceed any limits imposed by, any applicable Requirements of Law.
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(b) Notice
of Issuance. Whenever the Borrower desires the issuance of a Letter of Credit (or amendment, renewal or extension of a Letter of
Credit), it shall deliver to the Administrative Agent and Issuing Bank an Issuance Notice no later than 11:00 a.m. (New York City
time) at least three (3) Business Days, or in each case such shorter period as may be agreed to by the Issuing Bank in any particular
instance, in advance of the proposed date of issuance (or amendment, renewal or extension). If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter
of Credit (or amendment, renewal or extension of a Letter of Credit). Such Issuance Notice and/or letter of credit application shall
be accompanied by any documents and information pertaining to such request as the Issuing Bank may reasonably request, including, without
limitation, documentary and other evidence of the proposed beneficiary’s identity to enable the Issuing Bank to verify the beneficiary’s
identity or to comply with Section 326 of the USA PATRIOT Act and any other applicable Requirements of Law. Upon satisfaction or
waiver of the conditions set forth in Section 4.02, the Issuing Bank shall issue the requested Letter of Credit (or amendment,
renewal or extension of a Letter of Credit) only in accordance with the Issuing Bank’s standard operating procedures. Upon the
issuance of any Letter of Credit (or amendment, renewal or extension of a Letter of Credit), the Issuing Bank shall promptly notify the
Administrative Agent of such issuance (or amendment, renewal or extension) and the Administrative Agent shall promptly notify each Lender
with a Revolving Commitment of such issuance (or amendment, renewal or extension), which notice by Administrative Agent shall be accompanied
by a copy of such Letter of Credit (or amendment, renewal or extension of a Letter of Credit) and the amount of such Lender’s respective
participation in such Letter of Credit pursuant to Section 2.08(e).
(c) Responsibility
of the Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any
Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to examine the documents delivered under
such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms
and conditions of such Letter of Credit. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts
and omissions of, or misuse of the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Letters of
Credit; *provided* that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights
and remedies as it may have against such beneficiaries at law or under any other agreement. In furtherance and not in limitation of
the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any party in connection with the application for and issuance of, or any drawing under,
any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged other than to confirm such documents comply with the terms of such Letter of Credit; (ii) the validity or
sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;
(iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw
upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms;
(vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the
proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of the
Issuing Bank, including any act by a Governmental Authority and fluctuation in currency exchange rates; none of the above shall
affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder; *provided*, in each
case, that any damages suffered shall not have been caused by the Issuing Bank’s (x) gross negligence, bad faith or
willful misconduct or (y) willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit,
each as determined by a final, non-appealable judgment of a court of competent jurisdiction.
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(d) Reimbursement
by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event the Issuing Bank has determined to honor a
drawing under a Letter of Credit, it shall promptly notify the Borrower and the Administrative Agent in writing, and the Borrower
shall reimburse the Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the
“ Reimbursement Date”) an amount equal to the amount of such honored drawing, calculated as of the date the
Issuing Bank made such drawing, and in same day funds and in the currency in which such Letter of Credit is denominated; *provided* that, any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing
Bank with respect to any honored drawing. Anything contained herein to the contrary notwithstanding, (i) unless the Borrower
shall have notified the Administrative Agent and the Issuing Bank prior to 12:00 (Noon) (New York City time) on the date such
drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other
than the proceeds of Revolving Loans, the Borrower shall be deemed to have given a timely Borrowing Request to the Administrative
Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are ABR Loans on the Reimbursement Date in an
amount equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02,
Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are ABR Loans in an amount equal to
its Pro Rata Share (with respect to the Revolving Commitments) of the amount of such honored drawing, the proceeds of which shall be
applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; and *provided*, *further*,
if for any reason proceeds of Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to
the amount of such honored drawing, the Borrower shall reimburse the Issuing Bank, on demand, in the currency an amount in same day
funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are
so received. Nothing in this Section 2.08(d) shall be deemed to relieve any Lender with a Revolving Commitment from
its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all
rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.08(d).
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(e) Lenders’
Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving
Commitment shall be deemed to have irrevocably purchased, and hereby agrees to irrevocably purchase, from the Issuing Bank a participation
in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to
the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that
the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.08(d), the Issuing Bank shall
promptly notify the Administrative Agent in writing, and the Administrative Agent shall promptly notify each Lender with a Revolving
Commitment of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such
Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall make available to the Administrative
Agent, for the account of the Issuing Bank, an amount equal to the amount of its respective participation, in same day funds, at the
office of the Administrative Agent, not later than 12:00 noon (New York City time) on the first Business Day after the date notified
by the Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to the Administrative Agent on
such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.08(e),
the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily
used by Issuing Bank for the correction of errors among banks and thereafter at the applicable Overnight Rate. Nothing in this Section 2.08(e) shall
be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from the Issuing Bank any amounts made available
by such Lender to the Issuing Bank pursuant to this Section in the event that the payment with respect to a Letter of Credit in
respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank.
In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.08(e) for all or
any portion of any drawing honored by the Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which
has paid all amounts payable by it under this Section 2.08(e) with respect to such honored drawing such Lender’s
Pro Rata Share of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when
such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name in Section 9.01 or at such other address as such Lender may request.
(f) Obligations
Absolute. The obligations of the Borrower to reimburse the Issuing Bank for drawings honored under the Letters of Credit issued
by the Issuing Bank and to repay any Revolving Loans made by Lenders pursuant to Section 2.08(d) and the
obligations of Lenders under Section 2.08(e) shall be unconditional and irrevocable and shall be paid strictly in
accordance with the terms hereof under all circumstances, including any of the following circumstances: (i) any lack of
validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the
Borrower or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom
any such transferee may be acting), the Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the
Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any
underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was
procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing
Bank under any Letter of Credit against presentation of a draft or other document which does not comply with the terms of such
Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or
prospects of Holdings or any of its Subsidiaries; (vi) any breach hereof or of any other Loan Document by any party thereto;
(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing or (viii) the fact
that an Event of Default or a Default shall have occurred and be continuing; *provided*, that with respect to the obligations
of the Lenders under Section 2.08(e), the payment by the Issuing Bank under the applicable Letter of Credit shall not have
constituted (x) gross negligence, bad faith or willful misconduct or (y) willful or grossly negligent failure to pay under
any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying
with the terms and conditions of a Letter of Credit, each as determined by a final, non-appealable judgment of a court of competent
jurisdiction.
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(g) Indemnification.
Without duplication of any obligations of the Borrower under Section 9.03, in addition to amounts payable as provided
herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all
claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of
counsel) actually incurred by the Issuing Bank as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by
the Issuing Bank, other than as a result of the gross negligence, bad faith or willful misconduct of the Issuing Bank or material
breach of its obligations when determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof as determined by a final, non-appealable judgment of a court of competent jurisdiction or (ii) the failure of the
Issuing Bank to honor a drawing under any such Letter of Credit as a result of any act of a Governmental Authority. This Section 2.08(g) shall
not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax
claim.
(h) Resignation
and Removal of the Issuing Bank. So long as there are other Issuing Banks or a replacement Issuing Bank reasonably acceptable to
the Borrower has been identified and has agreed to assume the obligations of the Issuing Bank, an Issuing Bank may resign as the
Issuing Bank upon sixty (60) days’ prior written notice to the Administrative Agent, the Lenders and the Borrower; *provided* that
there shall be at least one Issuing Bank after giving effect to such resignation. In addition, the Borrower may appoint additional
Issuing Banks at any time upon notice to the Administrative Agent. An Issuing Bank may be replaced, or new Issuing Banks added, at
any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (*provided* that no
consent of the replaced Issuing Bank will be required if the replaced Issuing Bank has no Letter of Credit Usage with respect
thereto outstanding) and the successor or new Issuing Bank. The Administrative Agent shall notify the Lenders of any such
replacement of such Issuing Bank or appointment of new Issuing Bank. At the time any such replacement or resignation shall become
effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective
date of any such replacement or resignation or appointment, (i) any successor or new Issuing Bank shall have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and
(ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or new Issuing Bank or
to any previous Issuing Bank, or to such successor or new Issuing Bank and all previous Issuing Banks, as the context shall require.
After any replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the
extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall
not be required to issue additional Letters of Credit. In connection with the appointment of a successor or additional Issuing Bank
hereunder, the Borrower, the Administrative Agent and such additional Issuing Bank may enter into such amendments to this Agreement
and the other Loan Documents as the Borrower and the Administrative Agent shall reasonably agree, and without the consent of any
Lender or any other Person, to add such new or successor Issuing Bank as an Issuing Bank hereunder, including, without limitation,
to reflect there being more than one Issuing Bank hereunder and to reflect such new or successor Issuing Bank’s administrative
requirements.
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(i) So long as any Lender
is a Defaulting Lender, no Issuing Bank shall be required to issue, amend, modify, extend, renew or increase any Letter of Credit unless
it is satisfied that the participations in any existing Letters of Credit as well as the new, amended, modified, extended, renewed or
increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.26(a)(iii) and
such Defaulting Lender shall not participate therein or, if not so reallocated, such Defaulting Lender’s participation has been
or will be fully Cash Collateralized in accordance with Section 2.26(d).
(j) Conflict with Letter
of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict or inconsistency
between the terms of this Agreement and the terms of any Issuance Notice, letter of credit applications, reimbursement agreements or similar
agreements, the terms of this Agreement shall control. No such Issuance Notice, letter of credit applications, reimbursement agreement
or similar agreement shall contain any representations and warranties, covenants or events of default not set forth in this Agreement
and any representations and warranties, covenants and events of default shall be subject to the same qualifiers, exceptions and exclusions
as those set forth in this Agreement.
(k) If the Maturity Date
in respect of any Class of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or
more other Classes of Revolving Commitments in respect of which the Maturity Date shall not have occurred are then in effect, such Letters
of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase
participations therein pursuant to Section 2.08(e) and to make Revolving Loans and payments in respect thereof) pursuant
to Section 2.08(d) under the Revolving Commitments of such non-terminating Classes up to an aggregate amount not to exceed
the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face
amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in an amount equal to 105% of the face amount
of the unallocated Letters of Credit. Commencing with the Maturity Date of any Class of Revolving Commitments, if not previously
determined, the sublimit for Letters of Credit shall be agreed upon by the Administrative Agent, the Issuing Bank and the Borrower with
respect to any Classes of which the Maturity Date shall not yet have occurred.
(l) No
Issuing Bank shall be under any obligation to issue any Letter of Credit if:
(i) any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing
Bank from issuing such Letter of Credit, or any Requirements of Law applicable to such Issuing Bank or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or
request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or
shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which
such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank
any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems
material to it;
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(ii) the issuance
of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally;
(iii) except
as otherwise agreed by the Administrative Agent and such Issuing Bank, such Letter of Credit is in an initial stated amount less than
$10,000;
(iv) such
Letter of Credit is to be denominated in a currency other than Dollars;
(v) such Letter
of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; and
(vi) any Revolving
Lender is at such time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including reallocation of such Lender’s
participations in any existing Letters of Credit pursuant to Section 2.26(a)(iii) or the delivery of Cash Collateral,
satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual
or potential Fronting Exposure (after giving effect to Section 2.26(a)(iii)) with respect to such Lender arising from either
the Letter of Credit then proposed to be issued or such Letter of Credit as to which such Issuing Bank has actual or potential Fronting
Exposure, as it may elect in its sole discretion.
(m) No Issuing Bank shall
be under any obligation to amend or extend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to
issue the Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept
the proposed amendment thereto.
(n) The parties hereto
hereby agree that each Existing Letter of Credit shall, for all purposes of the Loan Documents, be deemed to be a Letter of Credit issued
on the Closing Date pursuant to this Agreement; *provided* that each such Existing Letter of Credit shall expire in accordance with
its own terms (subject to any renewal or extension in accordance with its terms).
**Section 2.09** *Type; Interest Elections*.
(a) The Loans initially
shall be of the Class and Type specified in the Borrowing Request and, in the case of a SOFR Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert all or any portion of any Borrowing (subject
to the minimum amounts for Borrowings of the applicable Type specified in Section 2.02(c) or Section 2.05(a))
to a different Type or to continue such Borrowing and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided
in this Section 2.09; *provided* that no such continuation or conversion shall be made in a different currency than the
subject Borrowing. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing.
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(b) To
make an election pursuant to this Section 2.09, the Borrower shall notify the Administrative Agent of such election in
writing by delivery (which may be by facsimile or email) of an Interest Election Request signed by the Borrower (i) in the case
of an election to convert to or continue Borrowings denominated in Dollars as a SOFR Borrowing, not later than 1:00 p.m., New York
City time, three (3) U.S. Government Securities Business Days before the date of the proposed conversion or continuation or
(ii) in the case of an election to convert to or continue as an ABR Borrowing, not later than 1:00 p.m., New York City time,
one (1) Business Day prior to the date of the proposed conversion or continuation; provided that, if such Interest
Election Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole
discretion of the Administrative Agent. Each Interest Election Request delivered by facsimile or email shall be irrevocable upon
confirmation of delivery.
(c)
Each Interest Election Request shall specify the following information in compliance with Section 2.02(c) or Section 2.05 (as applicable):
(i) the Borrowing
to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof,
the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses
(iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective
date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii) whether
the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and
(iv) if the resulting
Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.
If any such Interest Election
Request requests a SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration.
(d) Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s
portion of each resulting Borrowing.
(e) If the Borrower fails
to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto,
then at the end of such Interest Period such Borrowing shall be continued as a SOFR Borrowing with an Interest Period of one month. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing in Dollars
may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing in Dollars shall be converted to
an ABR Borrowing at the end of the then current Interest Period applicable thereto.
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**Section 2.10** *Termination or Reduction of
Commitments*.
(a) The Revolving Commitments
in respect of any Class shall automatically terminate on the Revolving Commitment Termination Date for such Class. The
2026 Delayed Draw Term Commitments shall automatically terminate on the 2026 Delayed Draw Term Commitment Termination Date.
(b) The Borrower may from
time to time, upon written notice to the Administrative Agent, terminate or permanently reduce the Commitments of any Class; *provided* that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination
or reduction (or such later time as shall be acceptable to the Administrative Agent) and (ii) any such partial reduction shall be
in an aggregate amount equal to the Prepayment Minimum or any whole multiple of the Prepayment Multiple in excess thereof, and (iii) if,
after giving effect to any reduction of the Commitments or the Swing Line Sublimit exceeds the amount of the Revolving Facility, such
sublimit shall be automatically reduced by the amount of such excess. Each such notice shall be irrevocable and shall specify the termination
or reduction date and the amount and Class of the Commitments to be terminated or reduced; *provided* that such notice may be
conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(c) In the event that any
revolving Refinancing Indebtedness with respect to any Class of Revolving Commitments becomes effective, the Revolving Commitments
in respect of such Class shall automatically terminate in an amount equal to the aggregate commitments in respect of such Refinancing
Indebtedness, such termination to be applied to the Revolving Commitments of such Class on a pro rata basis.
**Section 2.11** *Repayment of Loans; Evidence
of Debt*.
(a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Initial
Term Loan, if any, on the Term Loan Maturity Date and the then unpaid principal amount of each other Loan on the applicable Maturity Date
for such Loan. The Borrower shall pay to the Administrative Agent, for the account of the Term
Loan Lenders, in equal quarterly installments in an amount equal to (x) prior
to the occurrence of a Qualifying IPO, the percentage of the original principal amount of the Initial Term Loans set forth below.
(and (y) upon the occurrence of a Qualifying IPO and
thereafter, 0.625% per quarter of the original principal amount of the Initial Term Loans (in the case of both clauses (x) and (y) above, as adjusted from time to time pursuant to Section 2.12, Section 2.13(e), Section 2.23, Section 2.24, Section 2.25 and Section 9.04(g)), commencing with the first full Fiscal Quarter following the Closing Dateending
March 31, 2027, with payments due on the last Business Day of March, June, September and December of each year (each
such date, the “Repayment Date”) and together with accrued and unpaid interest on the principal amount to be paid to
but excluding the date of such payment.
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| Fiscal Quarter End | Percent of Initial Principal Amount of |
| --- | --- |
| | Initial Term Loans |
| September 30, 2024March 31, 2027 through and including June30December 31, 20252027 | 2.500.625% per quarter |
| September 30, 2025March 31, 2028 through and including June 30December 31, 20262030 | 5.001.25% per quarter |
| September 30, 2026 through and including June 30, 2027 | 5.00% |
| September 30, 2027 through and including June 30, 2028 | 7.50% |
| September 30, 2028March 31, 2031 and thereafter | 10.001.875% per quarter |
(b) In the event that any
Incremental Term Loans are made on an Increased Amount Date, the Borrower shall repay such Incremental Term Loans on the dates and in
the amounts set forth in the applicable Incremental Assumption Agreement. The Borrower shall repay any Extended Term Loans and any Refinancing
Term Loans on the dates and in the amounts specified in the applicable Extension Offer or Refinancing Amendment, as the case may be.
(c) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from
each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(d) The Administrative
Agent shall maintain the Register in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.
(e) The entries made in
the accounts maintained pursuant to paragraph (c) or (d) of this Section 2.11 shall be prima facie
evidence of the existence and amounts of the obligations recorded therein (absent manifest error); *provided* that the failure of
any Lender or the Administrative Agent to maintain such accounts or any manifest error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this Agreement. In the event of any conflict between the Register and
the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.
(f) Any Lender may request
that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender
a promissory note payable to such Lender and in substantially the form of Exhibit E hereto. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times while held by such Lender (unless such Lender notifies the Borrower otherwise
and the applicable promissory note is cancelled) be represented by one or more promissory notes in such form payable to the payee named
therein.
**Section 2.12** *Optional Prepayment of Loans*.
(a) Upon
prior notice in accordance with paragraph (b) of this Section 2.12, a Borrower shall have the right at any
time and from time to time to prepay any Borrowing, without premium or penalty in whole or in part (but subject to Section 2.18).
Prepayments shall be in an aggregate minimum amount of the Prepayment Minimum and integral multiples of the Prepayment Multiple in
excess of that amount.
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(b) The
Borrower shall notify the Administrative Agent in writing (which may be by facsimile, electronic mail or submitted through an
Approved Borrower Portal) in the form of an Optional Prepayment Notice of any prepayment hereunder (i) in the case of
prepayment of a Term Benchmark Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the
date of prepayment, (ii) in the case of prepayment of an RFR Revolving Borrowing denominated in Sterling, not later than 11:00
a.m., New York City time or (iii) in the case of prepayment of an ABR Borrowing, not later than 10:00 noon, New York City time,
on the date of such prepayment, which shall be a Business Day. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; *provided* that an Optional
Prepayment Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions,
in which case such notice may be revoked or delayed by the Borrower (by notice, in writing, to the Administrative Agent on or prior
to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a
prepayment, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing
shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02 or Section 2.05.
Each prepayment made pursuant to this Section 2.12 shall be applied to the Class or Classes of Loans (and to
scheduled payments thereof) as directed by the Borrower; *provided* that (i) any optional prepayment of any Class of
Loans shall be applied first to ABR Loans to the full extent thereof before application to any Term Benchmark Loans in a manner that
minimizes the amount of payments to be made by the Borrower pursuant to Section 2.18, and (ii) so long as any
Initial Term Loans of any Class remain outstanding, each prepayment of Term Loans of any Class shall be accompanied by at
least a pro rata prepayment of Initial Term Loans.
**Section 2.13** *Mandatory Prepayments*.
(a)
(i) If for any reason the aggregate Revolving Exposure exceeds an amount equal to the Revolving Commitments then in effect, the
Borrower shall immediately prepay Revolving Loans in an aggregate amount equal to such excess and (ii) if Holdings, the
Borrower or any Restricted Subsidiary incurs or issues any Indebtedness that constitutes Credit Agreement Refinancing Indebtedness
in respect of Revolving Loans or Revolving Commitments, the Borrower shall prepay an aggregate principal amount of the applicable
Class or tranche of Revolving Loans equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five
(5) Business Days after the receipt of such Net Proceeds, such prepayment to be accompanied by a corresponding commitment
reduction in the applicable Class or tranche of Revolving Commitments.
(b) [reserved].
(c) (i)
Not later than the fifth Business Day following the receipt by Holdings, the Borrower or any Restricted Subsidiary of Net Proceeds in
respect of any Asset Sale, the Borrower shall apply an amount equal to 100% of the Net Proceeds received with respect thereto to prepay
outstanding Loans in accordance with Section 2.13(e); *provided* that if at the time that any such prepayment would
be required, Holdings, the Borrower or any Restricted Subsidiary is required to offer to repurchase Permitted First Priority Refinancing
Debt or any other Indebtedness secured on a *pari passu* basis (or, in each case, any Permitted Refinancing thereof that is secured
on a *pari passu* basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with Net Proceeds
(such Permitted First Priority Refinancing Debt or other Indebtedness (or Permitted Refinancing thereof) required to be offered to be
so repurchased, “Other Applicable Indebtedness”), then Holdings, the Borrower or such Restricted Subsidiary may apply
such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable
Indebtedness at such time; *provided* that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall
not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof,
and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment
of the Loans and to the repurchase or prepayment of the Other Applicable Indebtedness, and the amount of prepayment of the Loans that
would have otherwise been required pursuant to this Section 2.13(c)(i) shall be reduced accordingly; *provided*, *further*, that to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness repurchased, the
declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay
the Term Loans in accordance with the terms hereof.
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(ii) Not later
than the fifth Business Day following the receipt of Net Insurance/Condemnation Proceeds by Holdings, the Borrower or any Restricted Subsidiary
in excess of $10,000,000 arising from any event or series of related events, the Borrower shall apply an amount equal to 100% of such
excess Net Insurance/Condemnation Proceeds to prepay outstanding Loans in accordance with Section 2.13(e); *provided* that if at the time that any such prepayment would be required, Holdings, the Borrower or such Restricted Subsidiary is required to offer
to repurchase Other Applicable Indebtedness pursuant to the terms of the documentation governing such Indebtedness with Net Insurance/Condemnation
Proceeds, then Holdings, the Borrower or such Restricted Subsidiary may apply such excess Net Insurance/Condemnation Proceeds on a pro
rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such
time; *provided* that the portion of such excess Net Insurance/Condemnation Proceeds allocated to the Other Applicable Indebtedness
shall not exceed the amount of such excess Net Insurance/Condemnation Proceeds required to be allocated to the Other Applicable Indebtedness
pursuant to the terms thereof, and the remaining amount, if any, of such excess Net Insurance/Condemnation Proceeds shall be allocated
to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of the Other Applicable
Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.13(c)(ii) shall
be reduced accordingly; *provided*, *further* that to the extent the holders of the Other Applicable Indebtedness decline to
have such Indebtedness repurchased, the declined amount shall promptly (and in any event within ten (10) Business Days after the
date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.
(d) In the event that Holdings,
the Borrower or any Restricted Subsidiary shall receive Net Proceeds from the issuance or incurrence of Indebtedness for borrowed money
of Holdings, the Borrower or any Restricted Subsidiary (other than any Cash proceeds from the issuance of Indebtedness for borrowed money
permitted pursuant to Section 6.02 (other than Credit Agreement Refinancing Indebtedness incurred to refinance the Term Loans)
or permitted by the Required Lenders pursuant to Section 9.02), the Borrower shall, substantially simultaneously with (and
in any event not later than the fifth Business Day next following or, in the case of Credit Agreement Refinancing Indebtedness, on the
date of, it being understood in such instance, that such payment may be made at any hour on such date) the receipt of such Net Proceeds
by such Loan Party or such Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay outstanding Loans in accordance
with Section 2.13(e).
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(e) (i)
All amounts
required to be paid pursuant to this Section 2.13 shall be applied as follows: (A) with respect to all amounts paid pursuant
to Section 2.13(a), (1) first to Swing Line Loans and (2) second to Revolving Loans and (3) third,
to Cash Collateralize outstanding Letters of Credit, in each case together with all accrued and unpaid interest and fees then due and
payable with respect thereto and (B) with respect to all amounts paid pursuant to Section 2.13(b), (c) or (d), (1) first to the Term Loans and (2) second to (x) the Swing Line Loans (without a corresponding
reduction in the Swing Line Loan Commitments) and (y) then to Revolving Loans (without a corresponding reduction in the Revolving
Commitments), in each case together with all accrued and unpaid interest and fees then due and payable with respect thereto.
(ii) Except as
may otherwise be set forth in any amendment contemplated by Section 2.25(c), any Extension Offer, Refinancing Amendment or
any Incremental Assumption Agreement, each prepayment of Term Loans pursuant to this Section 2.13 shall be allocated to each
Class of Term Loans pro rata according to the aggregate principal amount of the outstanding Term Loans of such Class, unless a lesser
allocation is specified in the applicable Extension Offer, Incremental Assumption Agreement or Refinancing Amendment, and shall be
applied to scheduled payments of each Class of Term Loans first, in direct order to the next eight Scheduled Loan Repayments
following such prepayment, second, on a pro rata basis among the remaining Scheduled Loan Repayments to be made on each other Repayment
Date (other than on the Term Loan Maturity Date) and third, to the remaining Scheduled Loan Repayments to be made on the Term Loan
Maturity Date; *provided* that any prepayment of Term Loans pursuant to Section 2.13(d) with Credit Agreement Refinancing
Indebtedness shall be applied solely to the applicable Refinanced Debt. Any prepayments of Revolving Loans pursuant to this Section 2.13 shall be applied first, on a pro rata basis among any outstanding Revolving Loans and second, to any other fees then due
and owing by the Borrower.
(f)
Borrower shall (except for any prepayment pursuant to Section 2.13(a) which notice shall be provided simultaneously
with such prepayment and is not subject to any other provisions of this Section 2.13(f)) provide Administrative Agent
with written notice of any prepayment pursuant to this Section 2.13 not later than 12:00 pm, New York City time, three
(3) Business Days before the date of any such prepayment and Administrative Agent shall promptly provide each Lender notice of
each such prepayment. Each Lender may elect, by written notice to the Administrative Agent not later than 12:00 noon, New York city
time, two (2) Business Days prior to the applicable prepayment date of any Loans required to be made by the Borrower pursuant
to this Section 2.13, to decline all (but not a portion) of its Pro Rata Share of or other applicable share of such
prepayment (such declined amounts, the “Declined Proceeds”) (any Lender that fails to provide such written notice
as set forth above shall be deemed to have accepted such mandatory prepayment); *provided* that, no Lender may reject any
prepayment made with proceeds of Credit Agreement Refinancing Indebtedness and each such prepayment shall first, be applied to pay
any costs pursuant to Section 2.18 that may result from the reallocation of ABR Term Loans and Term Benchmark Loans of
such Class among Lenders in connection with such rejection and second, shall be paid to the other Lenders of such Class in
accordance with their respective Pro Rata Share, subject to this Section 2.13(f) and with respect to such mandatory
prepayment, the amount of such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Loans of such
Class being prepaid irrespective of whether such outstanding Loans are ABR Term Loans or Term Benchmark Loans; *provided* that if no Lenders of a given Class exercise their right to waive a given mandatory prepayment, the amount thereof shall be
applied first to ABR Term Loans of such Class to the full extent thereof before application to Term Benchmark Loans of such
Class in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.18.
Thereafter, the remaining Declined Proceeds shall be (i) first, so long as any Initial Term Loans remain outstanding,
offered by the Administrative Agent to Term Lenders who had not declined such proceeds to prepay any outstanding Initial Term Loans
of such Term Lenders and such Term Lenders may by written notice to the Administrative Agent not later than 3:00 p.m., New York city
time, one (1) Business Day prior to such prepayment date, decline such proceeds (provided, that any such Term Lender that fails
to so notify the Administrative Agent as set forth above shall be deemed to have accepted such proceeds) and
(ii) second, to the extent any Declined Proceeds remain, retained by the Borrower.
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(g) The Borrower shall
deliver to the Administrative Agent, at the time of the notice required pursuant to Section 2.13(f) for each such prepayment
required under this Section 2.13, a certificate signed by a Financial Officer of the Borrower setting forth in reasonable
detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type and Class of
each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. Prepayments shall be accompanied by
accrued interest as required by Section 2.15. All prepayments of Borrowings under this Section 2.13 shall be subject
to Section 2.18, but shall otherwise be without premium or penalty.
(h) Notwithstanding anything
to the contrary in this Agreement, all prepayments otherwise required under this Section 2.13 attributable to Foreign Subsidiaries
of Holdings are subject to permissibility under local law (*e.g.*, financial assistance, corporate benefit, restrictions on up-streaming
of cash intra-group and the fiduciary and statutory duties of the directors of the relevant subsidiaries) and shall not be required to
be paid until such time as such Subsidiary may upstream or transfer such amount to a Loan Party. Further, if the Borrower, Holdings and
its Subsidiaries would incur a material Tax liability, if all or a portion of the funds required to make a mandatory prepayment were up-streamed
or transferred as a distribution or dividend by a Foreign Subsidiary to a Loan Party (a “Restricted Amount”), the amount
the Borrower will be required to mandatorily prepay shall be reduced by the Restricted Amount until such time as it may upstream or transfer
such Restricted Amount without incurring such Tax liability. Holdings shall use, and shall cause its Subsidiaries to use, from time to
time, commercially reasonable efforts to minimize or eliminate the amount of mandatory prepayments that are or would be restricted by
this Section 2.13(h).
**Section 2.14** *Fees*.
(a) The Borrower agrees
to pay, or cause to be paid, to the Administrative Agent, for its own account, the agency fees required to be paid to the Administrative
Agent, payable in the amounts and at the times specified in the Administrative Agent Fee Letter.
(b) The Borrower agrees to pay, or cause to
be paid, to the Administrative Agent for the account of each applicable Lender, in arrears:
(i) commitment fees in Dollars equal to (A) the daily difference between (1) the Revolving Commitments (other than the Revolving Commitments of a Defaulting Lender for so long as such Lender is a Defaulting Lender) and (2) the aggregate principal amount of all outstanding Revolving Loans (excluding Swing Line Loans), *times* (B) the applicable Revolving Facility Commitment Fee; and
(ii) letter of credit fees in Dollars equal to (A) the
Applicable Margin for Revolving Loans that are Term Benchmark Loans, *times* (B) the aggregate daily maximum amount
available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and
determined as of the close of business on any date of determination). ;
and
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(iii)commitment fees in Dollars equal to (A) the daily difference between (1) the 2026 Delayed Draw Term Commitments (other than the
2026 Delayed Draw Term Commitment of a Defaulting Lender for so long as such Lender is a Defaulting Lender) and (2) the aggregate
principal amount of all outstanding 2026 Delayed Draw Term Loans, *times* (B) the 2026 Delayed Draw Term Commitment Fee.
All fees referred to in this Section 2.14(b) shall
be paid to the Administrative Agent by wire transfer in immediately available funds to the account set forth by the Administrative Agent
in writing to the Borrower from time to time, and the Administrative Agent shall promptly distribute to each Class of Lenders the
fees due in respect of the Commitments of such Class by distributing to each Lender its Pro Rata Share of the distribution due to
such Lender’s Class.
(c) The Borrower agrees
to pay, or cause to be paid, directly to the Issuing Bank, for its own account, the following fees in Dollars:
(i) a fronting
fee, payable in advance, equal to 0.125% *per annum*, or such lesser amount as the Issuing Bank shall agree, times the daily maximum
amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and
(ii) such documentary
and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank's
standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.
(d) All fees referred to
in Section 2.14(a ) and Section 2.14(b) shall be calculated on the basis of a 360-day year and the actual
number of days elapsed and shall be payable quarterly in arrears. The fees referred to in Section 2.14(b)(i) shall be
due and payable on the date that is 15 days after each Fiscal Quarter of each year during the Revolving Commitment Period, commencing
on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date. The
fees referred to in Section 2.14(b)(iii) shall be due and payable on the date that is 15 days after each Fiscal Quarter of each
year until the 2026 Delayed Draw Term Commitment Termination Date, commencing on the first such date to occur after the Amendment No. 1
Effective Date, and on the 2026 Delayed Draw Term Commitment Termination Date. Letter of Credit fees payable pursuant to Section 2.14(c) shall
be paid on the fifth Business Day after the end of each Fiscal Quarter and on the Revolving Commitment Termination Date.
**Section 2.15** *Interest*.
(a) The Loans comprising
each ABR Borrowing shall bear interest at the Alternate Base Rate *plus* the Applicable Margin.
(b) (i) The Term Loans
comprising each Term Benchmark Borrowing shall bear interest at Term SOFR for the Interest Period in effect for such Borrowing *plus* the Applicable Margin and (ii) the Revolving Loans comprising each Term Benchmark Borrowing shall bear interest at Term SOFR or EURIBOR
Rate, as applicable for the Interest Period in effect for such Borrowing *plus* the Applicable Margin.
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(c)
Each RFR Loan shall bear interest at a rate per annum equal to SONIA *plus* the Applicable Margin.
(d) All overdue amounts
shall bear interest, from and after the date of such event (after giving effect to any applicable grace periods), at a rate per annum
equal to (i) in the case of overdue principal or interest on any Loan, 2.00% *plus* the rate otherwise applicable to such Loan
as provided in the preceding paragraphs of this Section 2.15 or (ii) in the case of any other outstanding amounts, 2.00% *plus* the non-defaulting rate applicable to ABR Loans with respect to Revolving Loans as provided in paragraph (a) of
this Section, in each case, to the fullest extent permitted by law.
(e) Accrued interest on
each Loan shall be payable in arrears on each Interest Payment Date for such Loan; *provided* that (i) interest accrued pursuant
to paragraph (d) of this Section 2.15 shall be payable on demand, (ii) in the event of any repayment or prepayment
of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Term Benchmark 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.
(f) All interest hereunder
shall be computed on the basis of a year of 360 days, except that interest computed by reference to (x) the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate or (y) SONIA,
in each case, shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case interest shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate
Base Rate, or Term SOFR, EURIBOR Rate or SONIA shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.
**Section 2.16** *Benchmark Replacement Setting.*
(a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition
Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement.
Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower
so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising
the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.16(a)(i) will
occur prior to the applicable Benchmark Transition Start Date. No Hedge Agreement or Banking Services Agreement shall constitute a “Loan
Document” for purposes of this Section 2.16.
(b) Benchmark
Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark
Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything
to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective
without any further action or consent of any other party to this Agreement or any other Loan Document.
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(c) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the
implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration,
adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement
of any tenor of a Benchmark pursuant to Section 2.16(d) and (y) the commencement of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group
of Lenders) pursuant to this Section 2.16, including any determination with respect to a tenor, rate or adjustment or of
the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any
selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from
any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.16.
(d) Unavailability of
Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR Reference
Rate) and either (A) 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 (B) 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 not or
will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or
analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if
a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service
for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or
will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.
(e) Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the
Borrower may revoke any pending request for a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be
made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) for Loans denominated in Dollars,
the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (B) for
Loans denominated in another Approved Currency, any such request shall be ineffective, (ii)(A) any outstanding affected Term Benchmark
Loans denominated in Dollars will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period and (B) any
outstanding affected Term Benchmark Loans denominated in another Approved Currency shall, at the end of the applicable Interest Period,
bear interest at the Central Bank Rate for the applicable Approved Currency plus the CBR Spread; provided that, if the Administrative
Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable
Approved Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any such Approved Currency shall,
at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose
of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any such Approved Currency
shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to
Term Benchmark Loans denominated in Dollars at such time and (iii) any RFR Loan shall bear interest at the Central Bank Rate for
Sterling plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding
absent manifest error) that the Central Bank Rate for Sterling cannot be determined, any outstanding affected RFR Loans, at the Borrower’s
election, shall either (A) be converted into ABR Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of Sterling)
immediately or (B) be prepaid in full immediately. During a Benchmark Unavailability Period or at any time that a tenor for the
then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such
tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.
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**Section 2.17** *Increased Costs*.
(a) If
any Change in Law shall:
(i) impose, modify
or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in Term SOFR or EURIBOR Rate);
(ii) subject any
recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans,
loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable
thereto; or
(iii) impose
on any Lender or any applicable interbank market for the applicable Approved Currency any other condition, cost or expense (other than
Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be
to increase the cost to such Lender of making, maintaining, continuing, or converting to any Loan or to reduce the amount of any sum received
or receivable by such Lender hereunder (whether of principal, interest or otherwise), then, following delivery of the certificate contemplated
by paragraph (c) of this Section 2.17, the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender for such additional costs incurred or reduction, to the extent such compensation is sought from similarly
situated borrowers; *provided*, *however*, that the Borrower shall not be liable for such compensation if (i) the relevant
Change in Law occurs on a date prior to the date such Lender becomes a party hereto, or (ii) the Lender invokes Section 2.22.
(b) If any Lender reasonably
determines in good faith that any Change in Law regarding capital requirements or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could
have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s
holding company with respect to capital adequacy or liquidity), then from time to time following delivery of the certificate contemplated
by paragraph (c) of this Section 2.17 the Borrower will pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender’s holding company for any such reduction suffered, to the extent such compensation is
sought from similarly situated borrowers.
(c) A certificate of a
Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such amount or amounts was determined
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 thirty days after receipt thereof.
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(d) Failure or delay on
the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right
to demand such compensation; *provided* that no Borrower shall be required to compensate a Lender pursuant to this Section for
any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; *provided*, *further* that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof.
**Section 2.18** *Break
Funding Payments*. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last day
of an Interest Period applicable thereto (including with respect to the replacement of any Lender as provided in Section 2.21(b) (other
than a Defaulting Lender) or as a result of an Event of Default but except as provided in Section 2.22), (b) the conversion
of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto, or (d) the assignment of
any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.21, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event (other than loss of profit). A certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section and the basis therefor and setting forth in reasonable detail the manner in which
such amount or amounts was determined 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 thirty days after receipt thereof.
**Section 2.19** *Taxes*.
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder shall be made free and clear of and without
deduction or withholding for any Taxes, unless required under applicable law. If any applicable law (as determined in the good faith discretion
of an applicable Loan Party) requires the deduction or withholding of any Tax from any such payment by a Loan Party, then the applicable
Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable by such Loan Party
shall be increased as necessary so that after any such deductions or withholding (including any deductions or withholding applicable to
additional sums payable under this Section 2.19(a)) the Administrative Agent or Lender (as applicable) receives an amount
equal to the sum it would have received had no such deductions or withholding been made.
(b) In addition, the Loan
Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative
Agent timely reimburse it for the payment of, any Other Taxes.
(c)
Each Loan Party shall indemnify each Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of
any Indemnified Taxes paid by such Agent or such Lender, as applicable, on or with respect to any payment by or on account of any obligation
of such Loan Party hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19(c))
and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest error.
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(d) As soon as practicable
after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.19, such Loan Party shall deliver
to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Each Lender and Agent
shall deliver to the Borrower and to the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower),
at the time or times prescribed by applicable law, and otherwise whenever reasonably requested by the Borrower or the Administrative Agent,
(A) copies of such properly completed and duly executed documentation prescribed by applicable laws as will permit the Borrower or
the Administrative Agent, as the case may be, to establish such Lender’s entitlement to any available exemption from, or reduction
of, applicable Taxes, and (B) copies of such other documentation and reasonably requested information as will permit the Borrower
or the Administrative Agent, as the case may be, to determine, if applicable, the required rate of withholding or deduction for any applicable
Taxes and any required information reporting requirements, in each case, in respect of any payments to be made to such Lender pursuant
to any Loan Document.
Without limiting the generality
of the foregoing, each Lender and Agent shall, to the extent it is legally entitled to do so, deliver to Borrower and to the Administrative
Agent (in such number of copies as shall be requested by the Borrower and the Administrative Agent) on or prior to the date on which such
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request by the Borrower or the Administrative
Agent), whichever of the following is applicable:
(i) duly completed copies of Internal Revenue Service Form W-9,
(ii) duly completed copies of Internal Revenue
Service Form W-8BEN or W-8BEN-E,
(iii) duly completed copies of Internal Revenue Service Form W-8ECI,
(iv)
in the case of a Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S.
federal income tax purposes (each, a “Foreign Lender”) claiming the benefits of the exemption for portfolio interest
under section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect
that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Internal Revenue
Code, (B) a “10-percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Internal
Revenue Code or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Internal Revenue
Code (a “U.S. Tax Compliance Certificate”) and (y) duly completed copies of Internal Revenue Service Form W-8BEN
or W-8BEN-E,
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(v) to
the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY, accompanied by
Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit L-2 or Exhibit L-3, Internal Revenue Service Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect
partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner, or
(vi) any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made.
If a payment made to a Lender
under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the
applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender shall deliver to the relevant Loan Party and the Administrative Agent, at the time or times prescribed by law and at such
time or times reasonably requested by a Loan Party or the Administrative Agent, such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by a Loan Party
or the Administrative Agent as may be necessary for a Loan Party and the Administrative Agent to comply with their obligations under FATCA
and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and
withhold from such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA
after the date of this Agreement.
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.
(f) If the Administrative
Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified by a Loan Party or with respect to which such Loan Party has paid additional amounts pursuant to this Section 2.19 or Section 2.17, it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made,
or additional amounts paid, by such Loan Party under this Section 2.19, with respect to the Taxes giving rise to such refund),
net of all out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); *provided* that such Loan Party, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party ( *plus* any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount to such Loan Party pursuant
to this paragraph (f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax
position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving
rise to such refund had never been paid. This paragraph shall not be construed to require any Agent or Lender to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to a Loan Party or any other Person.
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(g) Each Lender shall severally
indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has
not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of each Loan Party to
do so) and for any Excluded Taxes, in each case attributable to such Lender that are paid or payable by the Administrative Agent in connection
with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.19(g) shall
be paid within ten (10) days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of
Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest
error.
**Section 2.20** *Payments Generally; Allocation
of Proceeds; Sharing of Set-offs*.
(a) Unless
otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or
fees, or of amounts payable under Section 2.17, Section 2.18 or Section 2.19, or otherwise)
prior to 3:30 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the case of any payment accruing interest, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made by wire transfer in immediately available funds to the Administrative Agent to the
applicable account designated to the Borrower by the Administrative Agent in writing from time to time, except that payments
pursuant to Section 2.17, Section 2.18 and Section 2.19 may at the Borrower’s election be
made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it, except as
otherwise provided, for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless
otherwise specified, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable
for the period of such extension. All payments hereunder shall be made in Dollars. Any payment required to be made by the
Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or
before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of
the clearing or settlement system used by the Administrative Agent to make such payment.
(b) All proceeds of Collateral
received by the Agents after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated
hereunder pursuant to Article 7, shall upon election by the Agents or at the direction of the Required Lenders be applied, first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agents, second, ratably, to pay
any fees or expense reimbursements then due to the Lenders from the Borrower, third, to pay interest due and payable in respect
of the Loans and any other Secured Obligations, ratably, fourth, to (i) payment of that portion of the Obligations constituting
unpaid principal of the Loans and (ii) payment of breakage, termination and other amounts then due and owing in respect of
any Secured Hedging Obligations and Secured Banking Services Obligations, ratably, fifth, to the payment of any other Secured Obligation
due to the Agents or any other Secured Party, sixth, to Cash Collateralize outstanding Letters of Credit and seventh, after payment
in full in cash of the amounts specified in clauses first through sixth, to the Borrower or as the Borrower shall direct.
Excluded Swap Obligations with respect to any Loan Guarantor shall not be paid with amounts received from such Loan Guarantor or its assets,
but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations
otherwise set forth above in this Section.
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(c) If any Lender shall,
by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its
Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon
than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for Cash at face value)
participations in the Loans of other Lenders at such time outstanding to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans; *provided* that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,
and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans to any assignee or participant. The Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing 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.
(d) Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account
of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment
on such date in accordance herewith and may (but shall have no obligation to), in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the applicable Overnight
Rate.
(e) If any Lender shall
fail to make any payment required to be made by it pursuant to Section 2.03(a), Section 2.06(d), Section 2.07(b), Section 2.08(d), Section 2.08(e), Section 2.20(a) or Section 9.03(c), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid.
**Section 2.21** *Mitigation Obligations; Replacement
of Lenders*.
(a) If any Lender requests
compensation under Section 2.17 or such Lender determines it can no longer make or maintain Term Benchmark Loans pursuant
to Section 2.22, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 2.19, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.17 or Section 2.19, 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 Borrower 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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(b) If (i) any Lender
requests compensation under Section 2.17 or such Lender determines it can no longer make or maintain Term Benchmark Loans
pursuant to Section 2.22, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.19 or (iii) any Lender becomes a Defaulting Lender, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) terminate the relevant
Commitment of such Lender or (y) replace such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated
to assign and delegate), without recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement (other than its existing rights to payments pursuant to Section 2.17 or Section 2.19) to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); *provided* that (A) in the case of a replacement, the Borrower shall have received the prior written
consent of the Administrative Agent to the extent required under Section 9.04, (B) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from (x) in the case of a replacement, the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts) or (y) in the case of a termination, the Borrower and (C) in the
case of any such assignment resulting from a claim for compensation under Section 2.17 or payments required to be made pursuant
to Section 2.19, such assignment will result in a reduction in such compensation or payments. Each Lender agrees that if
it is replaced pursuant to this Section 2.21, it shall execute and deliver to the Administrative Agent an Assignment and
Assumption to evidence such sale and purchase and shall deliver to the Borrower any promissory note (if the assigning Lender’s
Loans are evidenced by promissory notes) subject to such Assignment and Assumption; *provided* that the failure of any Lender replaced
pursuant to this Section 2.21 to execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding
assignment) invalid. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower,
the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against the Defaulting Lender.
**Section 2.22** *Illegality*.
If any Lender reasonably determines in good faith that any Change in Law has made it unlawful, or that any Governmental Authority has
asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make or maintain any Term Benchmark
Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligations of such Lender to make
or continue Term Benchmark Loans or to convert ABR Borrowings to Term Benchmark Borrowings shall be suspended until such Lender notifies
the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such
notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), convert all (x) Borrowings of
such Lender to ABR Borrowings and (y) convert each Borrowings of such Lender denominated in a Designated Foreign Currency to an
ABR Borrowing denominated in Dollars (with the conversion thereof from such Designated Foreign Currency to Dollars to be determined at
the Spot Rate), in each case, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such
Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans (in which case the Borrower shall
not be required to make payments pursuant to Section 2.18 in connection with such payment). Upon any such prepayment or conversion,
the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending
office if such designation will avoid the need for such notice and will not, in the determination of such Lender, otherwise be disadvantageous
to it.
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**Section 2.23** *Incremental Commitments*.
(a) The Borrower may, by
written notice to the Administrative Agent (signed by a Responsible Officer of the Borrower) from time to time, request (i) prior
to the Latest Maturity Date of any Revolving Facility, one or more increases to any existing Revolving Commitments (any such increase,
the “Incremental Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments
(the “ Incremental Term Commitments”), in each case, in an aggregate amount not to exceed the Maximum Incremental
Amount from one or more Incremental Term Lenders or Incremental Revolving Lenders (which may include any existing Lender) willing to provide
such Incremental Loans in their own discretion; *provided* that if any Incremental Revolving Lender party to an Incremental Revolving
Commitment which increases the existing Revolving Commitment is not an existing Lender, such Incremental Revolving Commitment shall be
subject to the written consent of the Swing Line Lender and each of the Issuing Banks (such consent not to be unreasonably withheld, conditioned
or delayed). Such notice shall set forth (1) the amount of the Incremental Term Commitments and Incremental Revolving Commitments
being requested (which shall be in an aggregate amount of not less than the Borrowing Minimum (or such lesser amount which shall be approved
by the Administrative Agent or such lesser amount if such amount represents all remaining availability under the limit set forth above)
and in integral multiples of the Borrowing Multiple in excess thereof) and (2) the date on which such Incremental Commitments are
requested to become effective (the “Increased Amount Date”).
(b) The
Borrower and each Incremental Term Lender or Incremental Revolving Lender, as applicable, shall execute and deliver to the Administrative
Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence
the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable
Incremental Loans; *provided* that (i) the Other Term Loans shall rank *pari passu* or junior in right of payment and *pari passu* or junior in right of security with the Initial Term Loans and the Other Term Loans shall have, except as to margin,
pricing, amortization, maturity date and fees, the same terms as the Initial Term Loans, or such other terms as shall be reasonably satisfactory
to the Administrative Agent (it being agreed that any changes in the terms applicable only after the Latest Maturity Date are satisfactory
and to the extent that any financial maintenance covenant is added for the benefit of any Other Term Loans, no consent shall be required
from the Administrative Agent or any of the Lenders for such covenant to the extent that such financial maintenance covenant is also
added for the benefit of each then-existing Class of Term Loans), (ii) the Incremental Revolving Loans shall be on terms identical
to the Initial Revolving Loans (*provided* that the Applicable Margin for the Initial Revolving Loans may be increased to be the
same as the Applicable Margin for the Incremental Revolving Loans) and shall rank *pari passu* or junior in right of payment and *pari passu* or junior in right of security with the Initial Revolving Loans, (iii) the final maturity date of any Other Term
Loans shall be no earlier than the Latest Maturity Date with respect to the Term Loans, (iv) the terms applicable to each Class of
Other Term Loans shall not require any prepayment thereof in excess of the Pro Rata Share of such Class relative to all other Classes
of Term Loans (including the Initial Term Loans and all Other Term Loans prior to the Latest Maturity Date) (but may specify that such
Other Term Loans shall participate in prepayments at less than the Pro Rata Share of such Class relative to the other Classes of
Term Loans), (v) the Weighted Average Life to Maturity of any Other Term Loans shall be no shorter than the remaining Weighted Average
Life to Maturity of the Initial Term Loans, (vi) all Incremental Term Commitments shall be denominated in Dollars and all Incremental
Revolving Commitments shall be denominated in an Approved Currency, (vii) subject to Section 1.07(g), both before and
after giving effect to such Incremental Commitments and the Loans to be made thereunder, no Event of Default shall be existing and be
continuing or result therefrom and, except as otherwise provided in the applicable Incremental Assumption Agreement, the representations
and warranties contained in the Loan Documents shall be accurate in all material respects; *provided* that (x) any representation
and warranty that is qualified as to “materiality”, “material adverse effect” or similar language shall be true
and correct in all respects (after giving effect to any such qualification therein) and (y) in the case of any Incremental Commitments
established to finance a Limited Condition Acquisition, the only representations and warranties the accuracy of which shall be a condition
to the effectiveness of such Incremental Commitments are such “specified representations” and “specified acquired company
representations” as specified in the applicable Incremental Assumption Agreement, (viii) if secured on a *pari passu* or
junior basis, such Other Term Loans shall not be secured by any assets other than the Collateral or assets that become Collateral in
connection therewith and shall be subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable,
and (ix) the Other Term Loans may not be guaranteed by any Person other than the Loan Parties or entities that become Loan Parties
in connection therewith.
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(c) If, for any Incremental
Term Loan that is secured on a *pari passu* basis with the Initial Term Loans, the Applicable Margin (which shall be deemed to (i) include
for purposes of this sentence only, all upfront or similar fees or original issue discount based on a four year average life or, if less,
the remaining life to maturity payable to all Lenders providing such Loans, as applicable but (ii) exclude any arrangement, commitment,
structuring and underwriting fees and any amendment fees payable to the Lenders or their Affiliates or any Incremental Lenders or their
Affiliates) relating to such Incremental Term Commitment exceeds the Applicable Margin relating to the Initial Term Loans immediately
prior to the effectiveness of the applicable Incremental Assumption Agreement by more than 0.50%, the Applicable Margin relating to the
Initial Term Loans shall be adjusted to be equal to the Applicable Margin relating to such Incremental Term Commitment *minus* 0.50.
(d) Each of the parties
hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent
(but only to the extent) necessary to reflect the existence and terms of the Incremental Commitments evidenced thereby as provided for
in Section 9.02(g). Any such deemed amendment may be memorialized in writing by the Administrative Agent and the Borrower
and furnished to the other parties hereto.
(e) Notwithstanding the
foregoing, no Incremental Commitment shall become effective under this Section 2.23 unless the Administrative Agent shall
have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the
relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, consistent with those delivered
on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in
fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent), and such additional customary
documents and filings (including amendments to the Mortgages and other Collateral Documents, if necessary) as the Administrative Agent
may reasonably require to assure that the Incremental Loans are secured by the Collateral ratably with the existing Loans; *provided* that any such documentation, including amendments to any Mortgages and other Collateral Documents may, if agreed to by the Administrative
Agent and the Incremental Term Lender or Incremental Revolving Lender providing such Incremental Commitment, be delivered on a “post-closing”
basis.
(f) Each
of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure
that (i) all Incremental Loans (other than Other Term Loans) in the form of additional Loans, when originally made, are included
in each Borrowing of outstanding Loans on a *pro rata* basis. The Borrower agrees that Section 2.18 shall apply to any
conversion of Term Benchmark Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. If any Incremental
Loan is to be allocated to an existing Interest Period for a Term Benchmark Loan, then the interest rate thereon for such Interest Period
and the other economic consequences thereof shall be as set forth in the applicable Incremental Assumption Agreement. In addition, to
the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a) required
to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental
Term Loans.
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(g) Any Incremental Term
Loans effected through the establishment of one or more new Term Loans made on an Increased Amount Date shall be designated a separate
Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any Incremental Term Commitments
of any Class are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Lender
of such Class shall make a Loan to the Borrower (an “Other Term Loan”) in an amount equal to its Incremental Term
Commitment of such Class (it being understood that any Incremental Term Commitment may provide for delayed draw loans to be made
at a later date) and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental
Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Notwithstanding the foregoing, Incremental
Term Loans may, subject to clause (h) below, have identical terms to the Initial Term Loans and be treated as the same Class as
the Initial Term Loans and Incremental Revolving Loans and Incremental Revolving Commitments shall have identical terms to the Initial
Revolving Loans and Initial Revolving Commitments and be treated as the same Class as the Initial Revolving Loans and Initial Revolving
Commitments.
(h) Each Incremental Assumption
Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may
be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provision of this Section 2.23.
This Section 2.23 shall supersede any provisions of Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.
(i) Incremental Loans may
be provided by any existing Lender (it being understood each existing Lender shall have no obligation to participate in any Incremental
Facility and no such Lender shall have a right of first offer to participate thereunder), or by any other lender (any such other lender
being called an “Additional Incremental Lender”); *provided* that the Administrative Agent and each Issuing Bank
shall have consented (such consent not to be unreasonably withheld, delayed or conditioned) to such Additional Lender’s providing
such Incremental Facilities if such consent would be required under Section 9.04(b) for an assignment of Loans to such
Additional Incremental Lender.
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**Section 2.24** *Refinancing Amendments*.
(a) At
any time after the Closing Date, the Borrower may obtain, from any Lender or any other bank, financial institution or investor (any such
other bank, financial institution or investor being called an “Additional Lender”), Credit Agreement Refinancing Indebtedness
in respect of all or any portion of the Term Loans or Revolving Loans (or unused Commitments) then outstanding under this Agreement (which
for purposes of this clause (a) will be deemed to include any then outstanding Refinancing Term Loans, Refinancing Revolving
Loans, Incremental Term Loans, Incremental Revolving Loans and/or Incremental Commitments, as applicable), in the form of Refinancing
Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments or Refinancing Revolving Commitments pursuant to a Refinancing
Amendment; *provided* that (i) such Credit Agreement Refinancing Indebtedness will rank *pari passu* or junior in right
of payment and *pari passu* or junior in right of security with the Refinanced Debt and will be subject to a First Lien Intercreditor
Agreement or Junior Lien Intercreditor Agreement, as applicable, and (ii) the terms applicable to each Class of Credit Agreement
Refinancing Indebtedness shall not require any prepayment thereof (or commitment reduction in respect thereof) in excess of the Pro Rata
Share of such Class relative to all other applicable Classes of Loans and Commitments (including the Initial Term Loans and all
Other Term Loans prior to the Latest Maturity Date) (but may specify that such Credit Agreement Refinancing Indebtedness shall participate
in prepayments or commitment reductions at less than the Pro Rata Share of such Class relative to the other applicable Classes of
Loans and Commitments). The effectiveness of any Refinancing Amendment shall be subject to the following: the satisfaction on the date
thereof of each of the conditions set forth in the Refinancing Amendment and, to the extent reasonably requested by the Administrative
Agent, receipt by the Administrative Agent of customary legal opinions, board resolutions and other customary closing certificates, and,
to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Closing Date under Section 4.01 (other than changes to such legal opinions resulting from a Change in Law, change in fact or change to counsel’s
form of opinion reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing Indebtedness incurred
under this Section 2.24(a) shall be in an aggregate principal amount that is (x) not less than the Borrowing Minimum
and (y) an integral multiple of the Borrowing Multiple in excess thereof. The Administrative Agent shall promptly notify each Lender
as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing
Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms
of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and
Commitments subject thereto as Refinancing Term Loans, Refinancing Revolving Loans, Refinancing Term Loan Commitments and/or Refinancing
Revolving Commitments).
(b) Any Refinancing Amendment
may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.24.
(c) This Section 2.24 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.
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**Section 2.25** *Extensions of Loans*.
(a) Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made from
time to time by the Borrower to all Lenders holding Loans or Revolving Commitments of any Class with a like Maturity Date on a pro
rata basis (based on the aggregate outstanding principal amount of the respective Loans or Revolving Commitments of each Class with
the same Maturity Date) and on the same terms to each such Lender of the same Class, the Borrower may from time to time with the consent
of any Lender that shall have accepted such offer, extend the Maturity Date of any Loans or Revolving Commitments and otherwise modify
the terms of such Loans or Revolving Commitments of such Lender pursuant to the terms of the relevant Extension Offer (including without
limitation, by increasing the interest rate or fees payable in respect of such Loans or Revolving Commitments and/or modifying the amortization
schedule in respect of any such Term Loans) (each, an “ Extension”, and each group of Loans or Revolving Commitments
as so extended, as well as the original Loans or Revolving Commitments not so extended, being a “tranche”; any Extended
Loans or Extended Revolving Commitments shall constitute a separate tranche of Loans or Revolving Commitments from the tranche of Loans
or Revolving Commitment from which they were converted), so long as the following terms are satisfied: (i) no Default shall exist
at the time the notice in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and
final Maturity Date (which shall be determined by the Borrower and set forth in the relevant Extension Offer), the Revolving Commitment
of any Revolving Lender that agrees to an Extension with respect to such Revolving Commitment extended pursuant to an Extension (an “Extended
Revolving Commitment”) and the related outstandings shall be a Revolving Commitment (or related outstandings, as the case may
be) with the same terms (or terms not less favorable to existing Revolving Lenders) as the original Revolving Commitments (and related
outstandings); *provided* that (A) the borrowing and payments (except for (1) payments of interest and fees at different
rates on Extended Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the non-extending
tranche of Revolving Commitments and (3) repayment made in connection with a permanent repayment and reduction or termination of
commitments) of Revolving Loans with respect to Extended Revolving Commitments (the “Extended Revolving Loans”) after
the applicable Extension date shall be made on a *pro rata* basis with all other Revolving Commitments, (B) subject to the
provisions of Section 2.07(d)and Section 2.08(k) to the extent addressing Swing Line Loans
and Letters of Credit which mature or expire after a Maturity Date when there exist Revolving Commitments with a longer Maturity Date,
all Swing Line Loans shall be participated on a *pro rata* basis by all Lenders with Extended Revolving Commitments in accordance
with their percentage of the Revolving Commitments (and except as provided in Section 2.07(d) and Section 2.08(k),
without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore
incurred or issued), (C) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments
after the applicable Extension date shall be made on a *pro rata* basis with all other Revolving Commitments, except that the Borrower
shall be permitted, in its sole discretion, to permanently repay and terminate commitments of any such tranche on a greater than *pro
rata* basis as compared to any other tranche with a later Maturity Date than such tranche, (D) assignments and participations
of Extended Revolving Commitments and Extended Revolving Loans shall be governed by the same assignment and participation provisions
applicable to the other Revolving Commitments and Revolving Loans and (E) at no time shall there be Revolving Commitments hereunder
(including Extended Revolving Commitments and any existing Revolving Commitments) which have more than four different maturity dates,
(iii) except as to interest rates, fees, amortization, final Maturity Date, premium, required prepayment dates and participation
in prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be determined by
the Borrower and set forth in the relevant Extension Offer), the Term Loans of any Term Lender extended pursuant to any Extension (“Extended
Term Loans”), shall have the same terms as the tranche of Term Loans subject to such Extension Offer, (iv) the final Maturity
Date of any Extended Loans shall be no earlier than the then Latest Maturity Date with respect to the tranche of Term Loans subject to
such Extension Offer, (v) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining
Weighted Average Life to Maturity of the Term Loans extended thereby, (vi) any Extended Loans may participate on a pro rata basis
or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified
in the applicable Extension Offer, (vii) for each Class of Loans or Revolving Commitments, if the aggregate principal amount
of Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which the relevant
Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving
Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Term Loans or Revolving Commitments of
the relevant Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed
actual holdings of record) with respect to which the relevant Lenders have accepted such Extension Offer, (viii) all documentation
in respect of such Extension shall be consistent with the foregoing, and (ix) any applicable Minimum Extension Condition shall be
satisfied unless waived by the Borrower.
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(b) With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.25, (i) such Extensions shall not constitute
voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) no
Extension Offer is required to be in any minimum amount or any minimum increment, *provided* that the Borrower may at their election
specify as a condition (a “Minimum Extension Condition”) to consummating any such Extension that a minimum amount
(to be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower)
of Loans and/or Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby
consent to the Extensions and the other transactions contemplated by this Section 2.25 (including payment of any interest,
fees or premium in respect of any Extended Loans and/or Extended Revolving Commitments on such terms as may be set forth in the relevant
Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.12, Section 2.13, Section 2.20 and Section 9.02) or any other Loan Document that may otherwise prohibit
(or conflict with) any such Extension or any other transaction contemplated by this Section 2.25.
(c) No
consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (i) the consent of each
Lender agreeing to such Extension with respect to one or more of its Term Loans and/or Revolving Commitments (or a portion thereof) and
(ii) with respect to any Extension of the Revolving Commitments, the consent of the Swing Line Lender and the Issuing Bank, which
consent shall not be unreasonably withheld or delayed. All Extended Term Loans, Extended Revolving Commitments, Extended Revolving Loans
and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the
Collateral on a *pari passu* basis with all other applicable Secured Obligations under this Agreement and the other Loan Documents.
The Lenders hereby irrevocably authorize the Administrative Agent and Collateral Agent to enter into amendments to this Agreement and
the other Loan Documents with the Borrower as may be necessary in order to establish new tranches or sub- tranches in respect of Loans
and Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the
Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms
consistent with this Section 2.25. In addition, if so provided in such amendment and with the consent of each Issuing Bank,
participations in Letters of Credit expiring on or after the Maturity Date in respect of the Revolving Commitments shall be re-allocated
from Lenders holding non-extended Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms
of such amendment; *provided*, *however*, that such participation interests shall, upon receipt thereof by the relevant Lenders
holding Revolving Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such
participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly. Without limiting
the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent
is hereby directed to amend) any Mortgage that has a maturity date prior to the then Latest Maturity Date so that such maturity date
is extended to the then Latest Maturity Date (or such later date as may be advised by local counsel to the Collateral Agent).
(d) In connection with
any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period
as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established
by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.25.
(e) This Section 2.25 shall supersede any provisions in Section 2.12, Section 2.13, Section 2.20 or Section 9.02 to the contrary.
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**Section 2.26** *Defaulting Lenders*.
(a) Defaulting Lender
Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:
(i) Defaulting
Lender Waterfall. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent
for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 7 or otherwise)
or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or
times as may be determined by the Administrative Agent as follows: *first*, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; *second*, to the payment, on a pro rata basis, of any amounts owing by such Defaulting
Lender to the Issuing Bank or Swing Line Lender hereunder; *third*, to Cash Collateralize the Issuing Bank's Fronting Exposure with
respect to such Defaulting Lender in accordance with Section 2.26(d); *fourth*, as the Borrower may request (so long
as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as
required by this Agreement; *fifth*, if so determined by the Administrative Agent and the Borrower, to be held in a Deposit Account
and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to
Loans under this Agreement (y) Cash Collateralize the Issuing Bank's Fronting Exposure with respect to such Defaulting Lender with
respect to future Letters of Credit issued under this Agreement in accordance with Section 2.26(d); *sixth*, to the payment
of any amounts owing to the Lenders, the Issuing Bank or Swing Line Lender as a result of any judgment of a court of competent jurisdiction
obtained by any Lender, the Issuing Bank or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; *seventh*, to the payment of any amounts owing to the Borrower as a result of any
judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; and *eighth*, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; *provided* that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations
with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (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 and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters
of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement
obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations
in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving
effect to Section 2.26(a)(iii). 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 2.26(a)(i) shall
be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
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(ii) Certain
Fees.
(A) No Defaulting
Lender shall be entitled to receive any fee pursuant to Section 2.14(b)(i) or Section 2.14(b)(ii) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender); *provided* such Defaulting Lender shall be entitled to receive
fees pursuant to Section 2.14(b)(ii) for any period during which that Lender is a Defaulting Lender only to the extent
allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.26(d).
(B) With
respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall (x) pay
to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting
Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant
to clause (iii) below, (y) pay to each Issuing Bank the amount of any such fee otherwise payable to such Defaulting
Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender (unless otherwise reallocated
pursuant to clause (iii) below or Cash Collateralized in accordance with Section 2.26(d) below) and (z) not
be required to pay the remaining amount of any such fee.
(iii) Reallocation
of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit
and Swing Line Loans shall be automatically reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable
Percentages in respect of Revolving Loans (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent
that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s
Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting
Lender arising from that Lender having become a Defaulting Lender, including any claim of the Borrower, the Administrative Agent, any
Issuing Bank or the Swing Line Lender as a result of such breach or a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s
increased exposure following such reallocation.
(iv) Cash
Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower
shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the unreallocated portion of
such Defaulting Lender’s participation in Letters of Credit in accordance with the procedures set forth in Section 2.26(d).
(v) Prepayment.
If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall, within
one (1) Business Day following the written request of the Administrative Agent, without prejudice to any right or remedy available
to it hereunder or under law, either (x) prepay Swing Line Loans in an amount equal to such unreallocated portion of such Defaulting
Lender’s participation in Swing Line Loans or (y) to the extent otherwise permitted hereunder, request a Revolving Loan (which
the Lenders agree shall be made by the Revolving Lenders that are not Defaulting Lenders in an amount equal to each such Revolving Lender’s
Pro Rata Share (determined without giving effect to the Revolving Commitments of any Defaulting Lender)) in an aggregate principal amount
sufficient to repay such amount.
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(b) Defaulting
Lender Cure. If the Borrower, the Administrative Agent and each Swing Line Lender and Issuing Bank agree in writing that a Lender
is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified
in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral),
that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters
of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect
to Section 2.26(a)(iii)), whereupon such Lender will cease to be a Defaulting Lender; *provided* that no adjustments will be
made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender;
and *provided*, *further*, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder
from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from
that Lender having been a Defaulting Lender.
(c) New Swing Line
Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to
fund any Swing Line Loans unless it is satisfied that the participations therein will be fully allocated among Non-Defaulting
Lenders in a manner consistent with clause (a)(iii) above and the Defaulting Lender shall not participate therein and
(ii) no Issuing Bank shall be required to issue, amend, extend, renew or increase any Letter of Credit unless it is satisfied
that the participations in any existing Letters of Credit as well as the new, amended, extended, renewed or increased Letter of
Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause
(a)(iii) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s
participation has been or will be fully Cash Collateralized in accordance with Section 2.26(d).
(d) Cash Collateral.
At any time that there shall exist a Defaulting Lender, within five (5) Business Days following the written request of the Administrative
Agent or any Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s Fronting
Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.26(a)(iii) and any Cash Collateral
provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.
(i) Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain, a first priority security interest in all such
Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be
applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that Cash Collateral is subject
to any right or claim of any Person other than the Agents and the Issuing Banks as herein provided, or that the total amount of such Cash
Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide
to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any
Cash Collateral provided by the Defaulting Lender).
(ii) Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.26 in
respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in
respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation)
for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.
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(iii) Termination
of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure
shall no longer be required to be held as Cash Collateral pursuant to this Section 2.26 following (i) the elimination
of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the
determination by the Administrative Agent and each Issuing Bank that there exists excess Cash Collateral; *provided* that, subject
to the other provisions of this Section 2.26, the Person providing Cash Collateral and each Issuing Bank may agree that Cash
Collateral shall be held to support future anticipated Fronting Exposure or other obligations; *provided, further* that to the extent
that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant
to the Loan Documents (if any).
(e) Hedge Counterparties.
So long as any Lender is a Defaulting Lender, such Lender shall not be a Hedge Counterparty with respect to any Hedge Agreement entered
into while such Lender was a Defaulting Lender.
(f) Termination of Defaulting
Lender Commitment. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three
(3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such
event the provisions of Section 2.26(a)(i) will apply to all amounts thereafter paid by the Borrower for the account
of such Defaulting Lender that is a Lender under this Agreement (in each case whether on account of principal, interest, fees, indemnity
or other amounts); *provided* that such termination will not be deemed to be a waiver or release of any claim that the Borrower,
the Administrative Agent, the Issuing Bank, the Swing Line Lender or any Lender may have against such Defaulting Lender.
(g) Amendments and Waivers.
The Commitments and Loans of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders
have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02); *provided* that any waiver, amendment or modification requiring the consent of all Lenders which affects such Defaulting Lender
disproportionately when compared to other affected Lenders shall require the consent of such Defaulting Lender, and, *provided*, *further*, that any waiver, amendment or modification that would otherwise require the consent of such Defaulting Lender as an affected
Lender pursuant to clauses (A), (B), or (C) of Section 9.02(b), shall require the consent of such
Defaulting Lender.
**ARTICLE 3**
**REPRESENTATIONS AND WARRANTIES**
Each Loan Party represents and warrants to the Lenders that:
**Section 3.01** *Organization; Powers*. Each of the Loan Parties and each of its Subsidiaries, other than Unrestricted Subsidiaries (a) is
duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority
to own its property and assets and to carry on its business as now conducted, and to execute, deliver and perform its obligations under
the Loan Documents to which it is a party, (c) is qualified to do business in, and is in good standing (where relevant), in its
jurisdiction of organization and each other jurisdiction where such qualification is required, except in each case (other than as to
the Borrower, clause (a), and other than as to the Loan Parties, clause (b)) where the failure to do so could not reasonably
be expected to result, individually or in the aggregate, in a Material Adverse Effect.
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**Section 3.02** *Authorization;
Enforceability*. TheAs
of the Amendment No. 1 Effective Date, the Amendment No. 1 Transactions are within each applicable Loan Party’s
corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action of such
Loan Party. Each Loan Document to which each Loan Party is a party has been duly executed and delivered by such Loan Party and is a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency
or similar laws affecting creditors’ rights generally and to general principles of equity, good faith and fair dealing.
**Section 3.03** *Governmental Approvals; No Conflicts*. The execution, delivery and performance by each Loan Party of each Loan Document
to which such Loan Party is a party (a) do not require any consent or approval of, registration or filing with, or any other action
by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings
necessary to record or perfect Liens created pursuant to the Loan Documents, (iii) recording of the transfer of registrations and
applications for Intellectual Property rights upon foreclosure and (iv) those consents, approvals, registrations, filings or actions
the failure of which to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, (b) will not violate any Requirements of Law applicable to any Loan Party which could reasonably be expected to have a Material
Adverse Effect, (c) will not violate or result in a default under any Contractual Obligation of any of the Loan Parties which could
reasonably be expected to result in a Material Adverse Effect, (d) will not result in the creation or imposition of any Lien on
any asset of any Loan Party, except Permitted Liens and (e) will not conflict with, or result in the breach of, any of the Loan
Parties’ Organizational Documents.
**Section 3.04** *Financial Condition; No Material
Adverse Change*.
(a) TheAs of the Closing Date,
the Borrower has heretofore furnished to the Lenders (i) audited
consolidated balance sheets and related audited consolidated statements of operations and comprehensive loss, stockholders’ equity
and cash flows of the Borrower and its subsidiaries for the fiscal year ended December 31, 202 and (ii) the unaudited consolidated
balance sheet as for September 30, 2023 and related unaudited statement of income for the nine (9) month period ending September 30,
2023. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows
of the Borrower and its subsidiaries as of such dates and for such periods covered thereby in accordance with GAAP subject to the absence
of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above.
(b) As of the Closing Date, Holdings has heretofore delivered to the
Lenders its unaudited pro forma consolidated balance sheet as of March 31, 2024 and related income statement as of and for the twelve-month
period then ended, prepared giving effect to the Transactions as if they had occurred on such date (in the case of the balance sheet)
or at the beginning of such period (in the case of the income statement). Such pro forma consolidated balance sheet and income statement
have been prepared in good faith by Holdings, it being understood that no such pro forma balance sheet shall be required to include adjustments
for purchase accounting.
(c) Since the December 31, 20232025,
no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the
date hereof.
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**Section 3.05** *Properties*.
(a) Each of the Loan Parties
has good fee simple title to, or valid leasehold interests in, or easements or other limited property interest in, or good and marketable
title to, all its Real Estate Assets (including any Mortgaged Properties) that are material to the present conduct of its business and
has good title to its tangible personal property and assets that are material to the present conduct of its business, in each case, except
for defects in title that do not materially interfere with its ability to conduct its business or to utilize such properties and assets
for their intended purposes and where the failure to have such title could not reasonably be expected to have a Material Adverse Effect.
All such properties and assets are free and clear of Liens, other than (i) Permitted Liens, (ii) Liens arising by operation
of law and (iii) minor defects in title that do not materially interfere with the ability of the Loan Parties to conduct their businesses.
(b) As of the Closing Date,
no Responsible Officer of any Loan Party has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation
or expropriation proceeding affecting any of the Real Estate Assets that are material to the present conduct of such Loan Party’s
business or any sale or disposition thereof in lieu of condemnation or expropriation except where such condemnation or expropriation proceedings
or sale or disposition could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) To the knowledge of
each Responsible Officer of the Borrower, each Loan Party has complied with all obligations under all leases that are material to the
present conduct of such Loan Party’s business to which it is a party, except where the failure to comply would not reasonably be
expected to have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure
to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d) Except as could not
reasonably be expected to have a Material Adverse Effect, Holdings, the Borrower and each Restricted Subsidiary owns or otherwise has
a right to use in the manner used in the present conduct of their business, all patents, trademarks, service marks, trade names, domain
names, copyrights and copyrighted works, trade secrets, know-how, proprietary or confidential information and all other intellectual or
industrial property rights (“Intellectual Property”) that are used or held for use in, or otherwise necessary for,
the present conduct of their businesses. Except as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect: (i) Holdings’, the Borrower’s and each Restricted Subsidiary’s conduct of their respective businesses
as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person; (ii) as of
the Closing Date, none of Holdings, the Borrower or any Restricted Subsidiary has received any written notice of any claim relating to
infringement, misappropriation or other violation of Intellectual Property by Holdings, the Borrower or any Restricted Subsidiary and
(iii) to the knowledge of the Loan Parties, the of the Intellectual Property of Holdings, the Borrower and each Restricted Subsidiary
is not being infringed, misappropriated or otherwise violated by any Person.
**Section 3.06** *Litigation and Environmental
Matters*.
(a) OtherAs
of the Closing Date, other than as listed on Schedule 3.06, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of any Responsible Officer of any Loan Party, threatened in
writing, against or affecting the Loan Parties or any of their Subsidiaries which would reasonably be expected to result in a Material
Adverse Effect.
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(b) Except for any matters
that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (i) no Loan Party
or any of its Subsidiaries has received written notice of any Environmental Claim or knows of any reasonable basis for any Environmental
Claim, Environmental Liability or a Lien arising under any Environmental Liability or Environmental Laws, (ii) no Loan Party or any
of its Subsidiaries (A) has failed to comply with any Environmental Law or to obtain, maintain or comply with any Governmental Authorization
required under any Environmental Law or (B) has become subject to any Environmental Liability and (iii) to the knowledge of
any Responsible Officer of any Loan Party, no Loan Party’s or any of its Subsidiaries’ Real Estate Assets have ever been used
in a manner that has resulted in soil or groundwater contamination from Hazardous Materials.
**Section 3.07** *Compliance with Laws and Agreements;
Licenses and Permits*.
(a) Each Loan Party is
in compliance with all Requirements of Law applicable to it, its business or its property and all indentures, agreements and other instruments
binding upon it, its business or its property, except in each case where the failure to do so could not reasonably be expected to result
in a Material Adverse Effect.
(b) Each Loan Party and
its Restricted Subsidiaries has obtained and holds in full force and effect, all Governmental Authorizations, franchises, licenses, leases,
authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of its businesses
as presently conducted, except where the failure to have so obtained or hold or to be in force and effect could not reasonably be expected
to result, individually or in the aggregate, in a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries, to its
knowledge, is in violation of the terms of any Governmental Authorizations, franchises, licenses, leases, authorizations, qualifications,
easements, rights of way and other rights and approvals that is necessary for the operation of its business, except where any such violation
could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
**Section 3.08** *No
Defaults*. No Default or Event of Default has occurred and is continuing.
**Section 3.09** *Investment
Company Status*. No Loan Party is an investment company as defined in the Investment Company Act of 1940.
**Section 3.10** *Taxes*.
Each Loan Party and its Subsidiaries, has filed or caused to be filed all Tax returns and reports required to have been filed and has
paid or caused to be paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property
and all material Taxes imposed on it or any of its property by any Governmental Authority, except (i) those that are currently, or
are intended to be, contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable,
has set aside on its books adequate reserves in accordance with GAAP or (ii) to the extent that the failure to do so could not reasonably
be expected to result in a Material Adverse Effect.
**Section 3.11** *ERISA*. Each Loan Party and its respective ERISA Affiliates is in compliance, in all material respects, with the applicable
provisions of ERISA and the provisions of the Code relating to Employee Benefit Plans and the regulations and published interpretations
thereunder, except for such non-compliance that would not reasonably be expected to result in a Material Adverse Effect. No ERISA Event
has occurred and is continuing or is reasonably expected to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to be assessed or imposed, would reasonably be expected to result in a Material Adverse Effect. Except
as could not reasonably be expected to have a Material Adverse Effect, the present value of all accumulated benefit obligations under
all Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension
Plans, in the aggregate.
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**Section 3.12** *Disclosure; No Undisclosed Liabilities*.
(a) On the Closing Date
only, no written information (other than projections and the pro forma financial statements and estimates and information of a general
economic or general industry nature) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection
with the Transactions on or before the Closing Date (the “Information”), when taken as a whole, as of the Closing Date,
contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained
therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements
and updates thereto from time to time); *provided* that, with respect to Information relating to the Borrower or its Subsidiaries,
the foregoing representation is made to the knowledge of the Borrower.
(b) The projections contained
in the materials referenced in Section 3.12(a) have been prepared in good faith based upon assumptions believed by the
Borrower to be reasonable as of the date thereof (it being understood that projections are not to be viewed as fact and are subject to
uncertainties and contingencies and actual results may differ materially from the projections and no assurance can be given that any projections
will be realized).
(c) Holdings, the Borrower
and the Restricted Subsidiaries have no material obligations or liabilities, matured or unmatured, fixed or contingent, other than (i) those
set forth or adequately provided for in the financial statements delivered to the Administrative Agent pursuant to this Agreement, (ii) those
incurred in the ordinary course of business and not required to be set forth in the financial statements under GAAP, (iii) those
incurred in the ordinary course of business since the date of the most recently delivered balance sheet and consistent with past practice,
(iv) those incurred in connection with the execution of this Agreement and (v) those that could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.
(d) As of the Closing Date, the information
included in the Beneficial Ownership Certification provided to any Lender in connection with this Agreement is true and correct in all
respects.
**Section 3.13** *Solvency*.
On the Closing Date, Holdings, the Borrower and their respective Subsidiaries, taken as a whole, after giving effect to the Transactions
and immediately upon the making of each Loan and after giving effect to the other Obligations, in each case, incurred on the Closing Date
are, Solvent.
**Section 3.14** *Subsidiaries*. Schedule 3.14 sets forth, as of the Closing Date and after giving effect to the Transactions, the name and jurisdiction and type
of organization of the Borrower and each of Holdings’ Subsidiaries and as to each Restricted Subsidiary, the percentage of each
class of Capital Stock owned by any Loan Party.
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**Section 3.15** *Security Interest in Collateral*. The provisions of this Agreement and the other Loan Documents create, or upon execution
will create legal and valid Liens on all the Collateral of the type in which a security interest can be created under Article 9
of the UCC or other applicable law in favor of the Collateral Agent, for the benefit of the Collateral Agent, the Lenders and each other
Secured Party, and upon the proper filing of UCC financing statements and other registrations and recordations required pursuant to Section 4.01(j) and Section 5.11 and any Mortgages with respect to any Mortgaged Properties, including any amendment to an existing mortgage
with respect to each applicable Mortgaged Property, such Liens constitute perfected Liens on the Collateral (with respect to personal
property including Intellectual Property, to the extent a security interest in such Collateral and any proceeds of any item of Collateral
can be perfected through the filing of UCC financing statements), securing the Secured Obligations, enforceable against the applicable
Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted
Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable
law or any contract and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent
the Collateral Agent has not obtained or does not maintain possession of such Collateral.
**Section 3.16** *Labor Disputes*. As of the Closing Date, except as could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect (a) there are no strikes, lockouts, slowdowns or other labor disputes against any Loan Party,
to the knowledge of any Responsible Officer of the Borrower, threatened, (b) the hours worked by and payments made to employees
of the Loan Parties are not, to the knowledge of any Responsible Officer of the Borrower and Holdings, in violation of the Fair Labor
Standards Act or any other applicable Federal, state, provincial, territorial, local or foreign law dealing with such matters and (c) all
payments due from any Loan Party or any Subsidiary, on account of employee health and welfare insurance and other material benefits,
have been paid or accrued as a liability on the books of the Loan Party to the extent required by GAAP and each Loan Party has withheld
and remitted all employee withholdings required to be withheld or remitted by it and has made all employer contributions to be made by
it, in each case pursuant to applicable law on account of employment insurance and employee income taxes and any other required payroll
deduction. Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the consummation
of the Amendment No. 1 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.
**Section 3.17** *Federal Reserve Regulations*.
(a) On the Closing Date, none of the Collateral is Margin Stock.
(b) None
of Holdings, the Borrower or the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.
(c) No part of the proceeds
of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails
a violation of, or that is inconsistent with, the provisions of Regulation T, Regulation U or Regulation X.
**Section 3.18** *Sanctioned
Persons**Sanctions* .
(a) .
(a)None of Holdings, the Borrower or any Subsidiary
or any of their respective directors or officers is currently the target of any U.S. sanctions administered
by the Office of Foreign Assets Control (“OFAC”) of
the U.S. Treasury Department or the U.S. Department
of State or located, organized, or resident in a country or territory that is the subject of
comprehensive U.S. sanctions. a Sanctioned Person.
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(b) (b)The
Borrower has not and will not use the proceeds of the Loans (x) in
any manner that will result in a violation by any Lender of any U.S. sanctions administered by OFAC or
the U.S. Department of State.would result in the violation
of any Sanctions applicable to any party hereto and (y) for the purposes of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to
comply with Sanctions.
(c) The
Borrower, its Subsidiaries and their respective officers and directors and, to the knowledge of the Borrower, its employees and agents,
are in compliance with applicable Sanctions in all material respects.
**Section 3.19** *PATRIOT
Act; Anti-Money Laundering; FCPA*. (a) To the extent applicable, each Loan Party and Subsidiary is in compliance, in all
material respects, with (i) the Trading with the Enemy Act and each of the foreign assets control
regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating
thereto, (ii) the USA PATRIOT Act and (iii) the rules and
regulations promulgated under any of the foregoingthereunder.
(b) No part of the proceeds of the Loans has been or will knowingly be used in any manner which represents a violation or breach
of the preceding sentence or for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain
any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable
anti-corruption laws the rules and regulations promulgated under any of the foregoing).
**ARTICLE 4**
**CONDITIONS**
**Section 4.01** *Closing Date Conditions*.
The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the Closing Date shall not
become effective until the date on which each of the following conditions are satisfied (or waived in accordance with Section 9.02):
(a) Credit Agreement,
Loan Documents and Borrowing Request. The Administrative Agent (or counsel) shall have received from each Loan Party (i) either
(A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence reasonably satisfactory to the Administrative
Agent that such party has signed a counterpart of this Agreement, (ii) duly executed copies of the Loan Documents, in each case,
to which each Agent, such Lender or Loan Party is a party and (iii) a Borrowing Request as described in Section 4.02(a)(iii).
(b) Legal Opinions.
The Administrative Agent and each Lender shall have received, on behalf of itself and the Lenders on the Closing Date, a customary written
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, New York and California counsel for the Loan Parties.
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(c) Financial Statements
and Pro Forma Financial Statements. The Lenders shall have received the financial statements and pro forma financial statements referred
to in Section 3.04(a) and Section 3.04(b).
(d) Closing Certificates;
Certified Organizational Documents; Good Standing Certificates; Solvency Certificate. The Administrative Agent and each Lender shall
have received (i) a certificate of each Loan Party, dated the Closing Date, which shall (A) certify the resolutions of its board
of directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party,
(B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to
which it is a party and (C) contain appropriate attachments, including the Organizational Documents of each Loan Party certified,
if applicable, by the relevant authority of the jurisdiction of organization of such Loan Party, (ii) a good standing certificate
(if relevant) as of a recent date for each Loan Party from its jurisdiction of organization and (iii) a Solvency Certificate.
(e) Officer’s
Certificate as to Certain Representations and Warranties. The representations set forth in Article 3 shall be true and
correct in all material respects, in each case as of the Closing Date, except (A) to the extent that such representations and warranties
expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such date and (B) that
any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true
and correct in all respects. The Administrative Agent and each Lender shall have received a certificate, signed by a Responsible Officer
of the Borrower, dated the Closing Date, certifying as to the matters set forth in this Section 4.01(e), and in Section 4.01(g) and (h).
(f) Fees.
The Agents shall have received all fees required to be paid on or before the Closing Date by the Borrower to the Lead Arrangers and the
Agents (including the fees pursuant to the Administrative Agent Fee Letter and the Fee Letters) and all expenses for which invoices have
been presented (including the reasonable and documented fees and expenses of legal counsel), at least two (2) Business Days before
the Closing Date, or provisions for the payment of such fees and expenses shall have been made (it being expressly understood and agreed
that such fees and expenses may be paid with the proceeds of the Loans funded on the Closing Date).
(g) Material Adverse
Effect. No change, event, condition, circumstance, occurrence or effect shall have occurred since December 31, 2023 which has
had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(h) Other Indebtedness.
After giving effect to the Transactions and the other transactions contemplated hereby, Holdings, the Borrower and the Restricted Subsidiaries
shall not have any outstanding Indebtedness for borrowed money other than (i) the Obligations and (ii) other Indebtedness permitted
under Section 6.02.
(i) Pledged Stock; Stock
Powers; Share Registers. Except to the extent provided for in Section 5.11 or Section 5.13, the Collateral
Agent (or its bailee) shall have received scans of the certificates representing the Capital Stock pledged pursuant to the U.S. Pledge
and Security Agreement with originals of said certificates together with an undated stock power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof to be delivered post-closing within the timeframe set forth on Schedule 5.13.
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(j) Filings, Registrations
and Recordings. Except to the extent provided for in Section 5.11 or Section 5.13, each document (including
any UCC financing statement) required by the Collateral Documents (except for the Mortgages and any filings with respect to Intellectual
Property) or under law or reasonably requested by the Lenders to be filed, registered or recorded in order to create in favor of the Collateral
Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any
other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation. Upon the filing
of such documents, except to the extent provided for in Section 5.11 or Section 5.13, the Collateral Agent, on
behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in the Collateral Documents
(except for the Mortgages and any filings with respect to Intellectual Property) (subject to Liens permitted by Section 6.03)
to the extent a security interest therein may be perfected by such filing, registration or recordation.
(k) USA PATRIOT Act.
The Administrative Agent and each requesting Lender shall have received at least three Business Days prior to the Closing Date (i) all
documentation to include, without limitation, a duly executed IRS Form W-9, or such other applicable IRS Form and other information
regarding the Borrower and the Loan Guarantors that have been reasonably requested in writing prior to the Closing Date and reasonably
determined by the Administrative Agent or such requesting Lender to be required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) a
Beneficial Ownership Certification.
Notwithstanding the foregoing
but subject to Section 5.13, to the extent any Collateral (including the creation or perfection of any security interest)
is not or cannot be provided on the Closing Date (other than, (i) a Lien on Collateral of any Loan Party that may be perfected solely
by the filing of a financing statement under the UCC and (ii) a pledge of the Capital Stock of the Borrower and the Subsidiary Guarantors
to the extent certificated with respect to which a Lien may be perfected on the Closing Date by the delivery of a stock or equivalent
certificate, together with a related stock or equivalent power executed in blank) after the Borrower’s use of commercially reasonable
efforts to do so without undue burden, then the provision and/or perfection of such Collateral shall not constitute a condition precedent
to the availability and initial funding of the Loans on the Closing Date but shall instead be delivered and/or perfected within the time
frames set forth on Schedule 5.13.
**Section 4.02** *Conditions to Each Extension
of Credit after the Closing Date*.
(a) Subject to Section 1.07(g),
the obligations of the Lenders to make Loans and of the Issuing Bank to issue, amend, renew or extend Letters of Credit hereunder (other
than any amendment, renewal or extension which does not increase the face amount of such Letter of Credit) on any date after the Closing
Date are subject only to the satisfaction of the following conditions precedent (unless waived in accordance with Section 9.02 and subject to Section 2.23(b) in the case of extensions of credit made under Incremental Facilities in connection with
Permitted Acquisitions and Investments):
(i) Representations
and Warranties. Subject to Section 1.07(g), each of the representations and warranties made by any Loan Party in or pursuant
to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date except,
(A) to the extent that such representations and warranties expressly relate to an earlier date, in which case they shall be true
and correct in all material respects as of such date and (B) that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects.
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(ii) No Default.
Subject to Section 1.07(g), no Default or Event of Default shall have occurred and be continuing on such date or after giving
effect to the extensions of credit requested to be made on such date.
(iii) Borrowing
Request. The Administrative Agent and, if applicable, the Issuing Bank or Swing Line Lender, shall have received a Borrowing Request
or Issuance Notice and/or letter of credit application, as applicable, in accordance with the requirements of Section 2.03(a), 2.06(a) or 2.07(b)(ii), as applicable.
Each Borrowing (other than any conversion or continuance
of any Loans) by and issuance, amendment, renewal or extension of a Letter of Credit (other than any amendment, renewal or extension of
a Letter of Credit which does not increase the face amount of such Letter of Credit) on behalf of the Borrower hereunder on or after the
Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions
contained in this Section 4.02 have been satisfied.
**ARTICLE 5**
**AFFIRMATIVE COVENANTS**
Until the Commitments have expired
or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document
(other than contingent indemnification obligations for which no claim has been made) have been paid in full in Cash or Cash Collateralized
in a manner reasonably satisfactory to the Administrative Agent (at the direction of the Required Lenders) and, in the case of Letters
of Credit, each applicable Issuing Bank, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:
**Section 5.01** *Financial
Statements and Other Reports*. The Borrower will deliver to the Administrative Agent for delivery to each Lender each of the following:
(a) Quarterly Financial
Statements. Commencing with the Fiscal Quarter ending June 30, 2024, as soon as available, but in any event within 45 days (or,
in the case of the first three Fiscal Quarters ending after the Closing Date, 60 days) after the end of each Fiscal Quarter of each Fiscal
Year, the consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such Fiscal Quarter and the related
consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each
case, with respect to periods ending on or after June 30, 2024, in comparative form the corresponding figures for the corresponding
periods of the previous Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and, within five (5) Business
Days of each delivery of financial statements of Holdings and its Restricted Subsidiaries pursuant to this Section 5.01(a),
a Narrative Report with respect to the Fiscal Quarter covered by such financial statements;
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(b) Annual
Financial Statements. Commencing with the Fiscal Year ending December 31, 2023, as soon as available, and in any event
(i) with respect to the Fiscal Year ending December 31, 2024, within 150 days after the end of such Fiscal Year and
(ii) thereafter, within 120 days after the end of each Fiscal Year, (A) the consolidated balance sheet of Holdings and its
Restricted Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’
equity and cash flows of Holdings and its Restricted Subsidiaries for such Fiscal Year, setting forth in each case, with respect to
periods ending on or after June 30, 2025, in comparative form the corresponding figures for the previous Fiscal Year, in
reasonable detail, together with a Financial Officer Certification and (B) with respect to such consolidated financial
statements a report thereon of PricewaterhouseCoopers or any other independent certified public accountants or chartered accountants
of recognized national standing selected by Holdings, or other accounting firm reasonably satisfactory to the Administrative Agent
(which report shall be unqualified as to going concern and scope of audit, other than, in the case of going concern, an explanatory
note with respect to an upcoming maturity of any series of indebtedness, any potential inability to satisfy any financial covenant
on a future date or for a future period or any matters unrelated to Holdings and isits Restricted Subsidiaries, it being understood that the inclusion of an exception or explanatory note will not result in an audit
being qualified) and, within five (5) Business Days of each delivery of financial statements of Holdings and its Restricted
Subsidiaries pursuant to this Section 5.01(b), a Narrative Report with respect to the Fiscal Year covered by such
financial statements;
(c) Compliance Certificate.
Commencing with the delivery of the financial statements for the Fiscal Quarter ending June 30, 2024, concurrently with each delivery
of financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.01(a) and Section 5.01(b),
a duly executed and completed Compliance Certificate providing in reasonable detail calculation of the Fixed Charge Coverage Ratio and
whether Holdings was in compliance with the Total Leverage Covenant on the last day of the applicable Fiscal Quarter or Fiscal Year, as
applicable, and the other matters specified therein;
(d) Notice of Default. Promptly upon any Responsible Officer of Holdings or the Borrower obtaining actual knowledge (i) of the occurrence of any Default
or Event of Default or that notice has been given to the Borrower with respect thereto or (ii) of the occurrence of any event or
change (including an ERISA Event) that has caused or could reasonably be expected to cause, individually or in the aggregate, a Material
Adverse Effect, an Officer’s Certificate specifying the nature and period of existence of such event or change, or specifying the
notice given or action taken by any such Person and the nature of such claimed Event of Default, event or condition, if any, and what
action the Borrower has taken, is taking and proposes to take with respect thereto;
(e) Notice of Litigation.
Promptly upon any Responsible Officer of Holdings or the Borrower obtaining knowledge of (i) the institution of, or non-frivolous
threat of, any Adverse Proceeding not previously disclosed in writing by the Borrower to the Lenders or (ii) any material development
in any Adverse Proceeding that, in the case of either clauses (i) or (ii), could be reasonably expected to have a Material
Adverse Effect, written notice thereof;
(f) ERISA. Upon
written request of the Administrative Agent, copies of (1) each Schedule B (Actuarial Information) to the most recent annual report
(Form 5500 Series) filed by any Loan Party or, to the extent provided to Holdings, any of their respective ERISA Affiliates with
the Internal Revenue Service with respect to each Pension Plan, (2) all notices received by any Loan Party, or to the extent provided
to Holdings, any of their respective ERISA Affiliates from a Multiemployer Plan sponsor or ERISA Affiliate concerning an ERISA Event and
(3) copies of such other documents or governmental reports or filings relating to any Pension Plan or Multiemployer Plan, as the
Administrative Agent shall reasonably request;
(g) Financial Plan. As soon as
available, and in any event no later than sixty (60) days after the end of each Fiscal Year (commencing with the Fiscal Year ending
December 31, 2024), a detailed consolidated budget for the following Fiscal Year (including (i) projected consolidated
quarterly income statements and (ii) projected consolidated annual balance sheets of Holdings and its Restricted Subsidiaries,
the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a
description of the material underlying assumptions applicable thereto) (collectively, the “Financial Plan”),
which Financial Plan shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of
the circumstances then existing, it being understood that projections are subject to uncertainties and actual results may differ
materially from the projections and there is no assurance that any projections will be realized;
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(h) Information Regarding
Collateral. The Borrower will furnish to the Collateral Agent prompt written notice of any change in any Loan Party’s (i) organizational
name, (ii) organizational identity, (iii) jurisdiction of organization or jurisdiction in which any Loan Party’s chief
executive office is located or (iv) Federal Taxpayer Identification Number, if any;
(i) Government Filings.
Promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements
which Holdings, the Borrower or any Restricted Subsidiary files with the SEC or any other Governmental Authority that may be substituted
therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective,
is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case
not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(j) Quarterly Lender
Calls. Quarterly, upon the request of the Required Lenders, at a time mutually agreed with the Administrative Agent following the
delivery of the information required pursuant to Section 5.01(a) above and reasonably acceptable to the Borrower, participate
in a conference call for Lenders to discuss the financial condition and results of operations of Holdings and its Restricted Subsidiaries
for the most recently-ended Fiscal Quarter for which such financial information has been delivered;
(k) Beneficial Ownership.
Promptly, notice of any change regarding the list of beneficial owners provided in the Beneficial Ownership Certification; and
(l) Additional Information.
Promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary,
or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request, including, but
not limited to, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance
with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws.
Documents required to be
delivered pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have
been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s
or any Loan Party’s website, (ii) on which such documents are posted on the Borrower’s behalf on
IntraLinks/SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent) and with respect to material non-public
information, solely to the extent any Lender chooses to access the same or (iii) the date on which executed certificates or
other documents are faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent); *provided* that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Notwithstanding anything to the contrary contained herein, no Loan Party shall be required to deliver any information or other
documentation pursuant to clause (d), (e) or (l) of this Section 5.01 or in any Lender
call pursuant to clause (j) of this Section 5.01 that (x) constitutes trade secrets or proprietary
information, (y) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited by Requirements of Law or any Contractual Obligation or (z) is subject to attorney-client or
similar privilege or constitutes attorney work product.
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Notwithstanding the foregoing,
the obligations in clauses (a), (b) and (i) of this Section 5.01 may be satisfied with respect
to any financial statements of Holdings and its Subsidiaries by furnishing the applicable financial statements of the Borrower (or any
Parent Company of the Borrower), annual reports or interim reports, as applicable, on Forms 10-K, 10-Q or 8-K or its equivalent in any
relevant jurisdiction, as applicable, filed with the SEC within the time periods specified in such paragraphs; *provided* that, with
respect to each of clauses (a) and (b), (i) to the extent such financial statements relate to any Parent Company
of Holdings, such financial statements shall be accompanied by consolidating information that explains in reasonable detail the differences
between the information relating to such Parent Company, on the one hand, and the information relating to Holdings and its Restricted
Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of
the Borrower as fairly presenting such information and (ii) to the extent such statements are in lieu of statements required to be
provided under Section 5.01(b), such statements are accompanied by a report and opinion of PricewaterhouseCoopers or any other
independent registered public accounting firm of nationally recognized standing selected by Holdings or the Borrower, or other accounting
firm reasonably satisfactory to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted
auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification
or exception as to the scope of such audit (other than, in the case of going concern, an explanatory note with respect to an upcoming
maturity of any Loans or Commitments occurring within 12 months of the relevant audit or any breach or anticipated breach of any financial
covenant).
Each Lender acknowledges that
Information (as defined in Section 9.12) furnished to it pursuant to this Agreement may include material non- public information
concerning the Loan Parties and their 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 Requirements of Law, including federal, state, provincial and territorial securities laws. All Information,
including requests for waivers and amendments, furnished by the Borrower, any other Loan Party or any Agent or the Lead Arrangers pursuant
to, or in the course of administering, this Agreement may contain material non-public information about the Loan Parties and their Related
Parties or their respective securities. Accordingly, each Lender represents to the Loan Parties and the Agents and the Lead Arrangers
that it has identified a credit contact who may receive information that may contain material non-public information in accordance with
its compliance procedures and applicable Requirements of Law.
**Section 5.02** *Existence*.
Except as otherwise permitted under Section 6.09, each Loan Party will, and will cause each of its Restricted
Subsidiaries, to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and
permits material to its business except to the extent the failure to do so could not reasonably be expected to result in a Material
Adverse Effect; *provided*, no Loan Party or any of its Subsidiaries shall be required to preserve any such existence, right or
franchise, license or permit if such Person’s board of directors (or similar governing body) shall determine that the
preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not
disadvantageous in any material respect to Holdings and its Restricted Subsidiaries, taken as a whole, or to the Lenders.
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**Section 5.03** *Payment
of Taxes and Claims*. Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay all material Taxes
imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises, and all claims
(including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may
become a Lien upon any of its properties or assets; *provided*, no such Tax or claim need be paid if (i) it is not more
than thirty days overdue, (ii) it is being contested in good faith by appropriate proceedings, so long as adequate reserves or
other appropriate provision, as shall be required in conformity with GAAP, shall have been made therefor or (iii) failure to
pay or discharge the same could not reasonably be expected to result in a Material Adverse Effect.
**Section 5.04** *Maintenance
of Properties*. Except where the failure to maintain such properties could not reasonably be expected to have a Material Adverse
Effect, each Loan Party will, and will cause each of its Restricted Subsidiaries, to, maintain or cause to be maintained in good working
order and condition, ordinary wear and tear, casualty or condemnation excepted, all material tangible properties necessary in the business
of Holdings, the Borrower and the Restricted Subsidiaries and from time to time will make or cause to be made all appropriate repairs,
renewals and replacements thereof, excluding any repairs, renewals or replacements that are the responsibility of a landlord under a lease.
**Section 5.05** *Insurance*. The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage
in respect of the assets, properties and businesses of Holdings, the Borrower and the Restricted Subsidiaries as may customarily be carried
or maintained under similar circumstances by Persons engaged in a Similar Business, in each case in such amounts (giving effect to self-insurance),
with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons, it being
agreed and understood that compliance with the insurance provisions under a lease that constitutes a Real Estate Asset shall satisfy the
requirements of this sentence. Without limiting the generality of the foregoing, to the extent required by any applicable Requirements
of Law, the Borrower will maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property that is subject
to a Mortgage that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with
the Flood Insurance Laws. Unless otherwise waived by the Administrative Agent, in its reasonable discretion, or not available on customary
terms, each (i) liability policy identified by the Administrative Agent shall name the Collateral Agent, on behalf of the Lenders,
as an additional insured thereunder as its interests may appear and (ii) casualty insurance policy covering Collateral shall contain
a Lender’s loss payable clause or endorsement reasonably satisfactory to the Collateral Agent, that names the Collateral Agent,
on behalf of the Lenders, as the Lenders’ loss payee thereunder and provides for prior written notice to the Collateral Agent of
any cancellation of such policy.
**Section 5.06** *Inspections*.
Each Loan Party will, and will cause each of its Restricted Subsidiaries, to, keep proper books of record and accounts in which
full, true and correct entries in conformity in all material respects, with GAAP, shall be made of all dealings and transactions in
relation to its business and activities. Each Loan Party will, and will cause each of its Restricted Subsidiaries, to, permit any
authorized representatives designated by any Agent to visit and inspect any of the properties of any Loan Party and any of its
respective Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to
discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (*provided* that the Borrower may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at
such reasonable times during normal business hours; *provided* that, excluding such visits and inspections during the
continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise the rights of the
Administrative Agent and the Lenders under this Section 5.06 and the Administrative Agent shall not exercise such rights
more often than one time during any calendar year, absent the existence of an Event of Default at the Borrower’s expense; *provided*, *further* that no Loan Party will be required to disclose, permit the inspection, examination or making copies of or abstracts from, or
discussion of, any document, information or other matter that (a) constitutes trade secrets or proprietary information,
(b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or
contractors) is prohibited by Requirements of Law or any Contractual Obligation or (c) is subject to attorney-client or similar
privilege or constitutes attorney work product.
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**Section 5.07** *Compliance
with Laws*. Each Loan Party will comply, and shall take reasonable steps to cause each of its Restricted Subsidiaries to comply
with the requirements of all applicable Requirements of Law, where noncompliance with which could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.
**Section 5.08** *Environmental*.
(a) Environmental Disclosure.
The Borrower will reasonably and promptly deliver to the Administrative Agent and the Lenders reasonably detailed written notice of the
occurrence of any event, or the identification of any condition, that could reasonably be expected to result in Environmental Liability
that could reasonably be expected to have a Material Adverse Effect, and shall provide with reasonable promptness, documents and information
from time to time that may be reasonably requested by the Administrative Agent in relation to any such events or conditions; *provided* that no Loan Party or Restricted Subsidiary thereof shall be required to deliver any notice, information or other documentation pursuant
to this Section 5.08(a) (x) in respect of which disclosure to the Administrative Agent or any Lender (or their
respective representatives or contractors) is prohibited by Requirements of Law or (y) is subject to attorney-client or similar privilege
or constitutes attorney work product.
(b) Environmental.
Each Loan Party shall promptly take, and shall cause each of its Restricted Subsidiaries promptly to take, any and all actions necessary
to (i) cure any violation of applicable Environmental Laws by such Loan Party or its Restricted Subsidiaries that could reasonably
be expected to have a Material Adverse Effect, (ii) make an appropriate response to any Environmental Claim against or in connection
with any Environmental Liability of such Loan Party or any of its Restricted Subsidiaries, and discharge any obligations it may have to
any Person thereunder or under any Environmental Laws where failure to do so could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.
**Section 5.09** *Reserved*.
**Section 5.10** *Use of Proceeds*. (a) The proceeds of the Initial Term Loans will be used only for the purposes specified in the
introductory statement to this Agreement, (b) the proceeds of the 2026
Initial Term Loans will be used only for the purposes specified in the introductory statement to this Agreement, (c) proceeds of
the 2026 Delayed Draw Term Loans will be used only for the purposes specified in the introductory statement to this Agreement, (d) the
proceeds of the Term Loans (other than the Initial Term Loans, 2026
Initial Term Loans and 2026 Delayed Draw Term Loans) shall be used for general corporate purposes, including to refinance existing
Indebtedness or make Permitted Acquisitions, Investments or Restricted Payments permitted hereunder and (ce)
the proceeds of the Revolving Loans will be used in accordance with Section 2.05(c). No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that would entail a violation of Regulation T, Regulation U or Regulation
X.
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**Section 5.11** *Additional Collateral; Further
Assurances*.
(a) Subject to applicable
law, in the event that any Person becomes a direct or indirect wholly-owned Domestic Subsidiary that is not an Excluded Subsidiary of
the Borrower after the Closing Date, or a wholly-owned Domestic Subsidiary of the Borrower ceases to be an Excluded Subsidiary, the Borrower
shall promptly notify the Administrative Agent of that fact and cause such Subsidiary to become a Loan Party within thirty days thereafter
(or such later date as is reasonably acceptable to the Administrative Agent) by executing a Joinder Agreement in substantially the form
set forth as Exhibit C hereto or other form in accordance with applicable law and acceptable to the Collateral Agent and the
Borrower (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically
become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity
under the Loan Documents and (ii) will simultaneously therewith or as soon as practicable thereafter grant Liens to the Collateral
Agent, for the benefit of the Secured Parties, in each case, in any property of such Loan Party which constitutes Collateral, on such
terms as may be required pursuant to the terms of the Collateral Documents (subject to the limitations with respect to Capital Stock set
forth in paragraph (b) of this Section 5.11, the limitations with respect to Real Estate Assets set forth in paragraph
(d) of this Section 5.11, and any other limitations set forth herein or in the Collateral Documents).
(b) Subject to paragraph
(e) below, the Borrower and each Subsidiary Guarantor will cause (i) 100% of the issued and outstanding Capital Stock of
each of its Domestic Subsidiaries held by it and (ii) 65% of the issued and outstanding voting Capital Stock and 100% of the issued
and outstanding non-voting Capital Stock (or such lesser percentages as may be held by the Loan Parties), in each case, of each of its
first-tier CFCs or CFC Holding Companies, in each case, to be subject at all times to a first priority (subject to Permitted Liens) perfected
Lien in favor of the Collateral Agent pursuant to the terms and conditions of the Loan Documents or other security documents as the Agents
shall reasonably request.
(c) Without limiting the
foregoing, each Loan Party will execute and deliver, or cause to be executed and delivered, to the Agents such documents, agreements and
instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture
filings, Mortgages, deeds of trust and other documents, delivery of opinions and title insurance and such other actions or deliveries
of the type required by Section 4.01, as applicable, which the Agents may, from time to time, reasonably request) to carry
out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created
or intended to be created by the Collateral Documents (to the extent required therein), all at the expense of the Loan Parties. Notwithstanding
anything to the contrary in this Agreement or in the other Loan Documents, neither the Borrowers nor any Subsidiary of any Borrower shall
have any obligation to perfect Liens in any Intellectual Property created, registered or applied-for in any jurisdiction other than the
United States.
(d) Subject to the
limitations set forth or referred to in this Section 5.11, if any Material Real Estate Assets are acquired by any Loan
Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the
Lien in favor of the Collateral Agent upon acquisition thereof), or a Real Estate Asset becomes a Material Real Estate Asset, the
Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent, the Borrower
will cause such assets to be subjected to a first priority (subject to Permitted Liens) perfected Lien securing the Secured
Obligations within 120 days of delivery of such notice and will take, and cause the Subsidiary Guarantors to deliver (i) a
Mortgage with respect to such Material Real Estate Asset, (ii) a policy of title insurance (or a marked-up title insurance
commitment having the effect of a policy of title insurance) on such Mortgaged Property naming the Collateral Agent as the insured
for its benefit and that of the Secured Parties in form and substance and in an amount reasonably acceptable to the Collateral Agent
insuring such Mortgage to be a valid subsisting first priority Lien on the property described therein, free and clear of all Liens
other than Permitted Liens and contain such endorsements as are reasonably requested by the Collateral Agent, (iii) an opinion
from local counsel in each jurisdiction where such Mortgaged Property is located regarding the enforceability and perfection of such
Mortgage and otherwise in form and substance reasonably satisfactory to the Collateral Agent, (iv) a completed “life of
the loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to such Material Real Estate
Asset (together with a notice about special flood hazard area status and flood disaster assistance), duly executed and acknowledged
by the applicable Loan Party if required by the Flood Insurance Laws, together with evidence of flood insurance, to the extent
required in Section 5.05 hereof and (v) a new ALTA or existing survey together with a no change affidavit
sufficient for the title company to remove all standard survey exceptions from such Mortgage Policy and issue the endorsements
required in clause (ii) above.
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(e) Notwithstanding
anything to the contrary in this Section 5.11, Real Estate Assets required to be mortgaged under this Section 5.11 shall be limited to Material Real Estate Assets and notwithstanding anything to the contrary contained herein, (i) the Loan
Parties shall not be required to grant or perfect a Lien (A) in any assets to the extent the burden or cost (including any
material adverse Tax consequences or mortgage recording Tax consequences) of obtaining or perfecting a Lien therein outweighs the
benefit of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent or if the granting of
a Lien in such asset would be prohibited by enforceable anti-assignment provisions of contracts or applicable law or with respect to
any assets to the extent such a security interest would violate the terms of any contract with respect to such assets or would
require governmental consent, approval, license or authorization, or the consent of one or more third parties (in each case, after
giving effect to the applicable anti-assignment provisions of the UCC or other applicable law) or would trigger termination pursuant
to any “change of control” or similar provision, (B) Capital Stock issued by and assets of partnerships, Joint
Ventures and non-wholly-owned subsidiaries which cannot be pledged without the consent of one or more third parties or the pledge of
which is prohibited by the terms of any applicable charter, Joint Venture agreement, shareholder agreement or similar agreement
that, in the case of the Borrower and its Subsidiaries, is in effect on the Closing Date, and, in the case of any other acquired
assets or Person, that is in effect at the time of the relevant acquisition (and was not entered into in contemplation thereof); *provided* that, for the avoidance of doubt, neither Holdings nor any Restricted Subsidiary shall have any obligation to obtain such consent,
(C) in assets of any Foreign Subsidiaries or Excluded Subsidiaries (it being understood and agreed that in no event shall any
pledge agreement, security agreement or hypothec governed by the laws of any jurisdiction other than the United States be required
with respect to the pledge of any Capital Stock of any Foreign Subsidiary), (D) in margin stock, (E) in any applications
for trademarks or service marks filed in the United States Patent and Trademark Office on the basis of the applicant’s
intent-to-use such mark unless and until evidence of use of the mark in interstate commerce is filed with, and accepted by, the
United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C.
§1051, et seq.), (F) any assets subject to liens securing permitted receivables financings (including Factoring Assets to
the extent sold, pledged or otherwise transferred in connection with a Factoring Transaction), (G) any lease, license,
contract, third party arrangement or other agreement or any property subject to a purchase money security interest, finance lease
obligation or similar arrangement permitted by this Agreement to the extent that a grant of a security interest therein would
violate or invalidate such lease, license or agreement or purchase money, finance lease or similar arrangement or create a right of
termination in favor of any other party thereto (other than Holdings or any of the Restricted Subsidiaries) or otherwise amend any
rights, benefits and/or obligations or require the taking of any action that would be materially adverse to the Borrower or any Loan
Guarantor, after giving effect to the applicable anti assignment provisions of the Uniform Commercial Code or other applicable law,
other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code
or other applicable law notwithstanding such prohibition or (H) (u) payroll, healthcare, zero balance and other employee
wage and benefit accounts, (v) tax accounts, including, without limitation, sales tax accounts, (w) escrow, defeasance and
redemption accounts, (x) fiduciary or trust accounts, (y) accounts utilized solely to hold amounts on deposit of any party
other than the Borrower, a Loan Guarantor or any Restricted Subsidiary thereof, and (z) cash collateral accounts securing
credit card facilities, merchant accounts and letter of credit facilities, and, in the case of clauses (u) through (z), the
funds or other property held in or maintained in any such accounts (collectively, any property of the type described in clauses (A) through (H) above,
“Excluded Personal Property”); (ii) Liens granted on the following Collateral shall not be required to be
perfected: (A) Cash and Cash Equivalents, deposit, securities and commodities accounts (including securities entitlements and
related assets), in each case, to the extent a Lien therein cannot be perfected by the filing of a financing statement under the UCC
or other applicable law; (B) other assets requiring perfection through control agreements (other than Capital Stock of
Subsidiaries required to be pledged under the Collateral Documents); (C) vehicles and any other assets subject to certificates
of title; (D) commercial tort claims not anticipated to exceed $2,000,000; (E) letter of credit rights to the extent not
perfected by the filing of a financing statement under the UCC and (F) to the extent the burden or cost of perfecting such Lien
is unreasonable in relation to the benefits to the Lenders of the security afforded thereby in the Administrative Agent’s
reasonable judgment after consultation with the Borrower; (iii) no actions in any non-U.S. jurisdiction or required by the law
of any non-U.S. jurisdiction shall be required in order to create a security interest in any assets or to perfect or make
enforceable such security interest (including property registered or applied-for in any non-U.S. jurisdiction) it being understood
that there shall be no security agreement or pledge agreement governed under the laws of any non-U.S. jurisdiction or any
requirement to make any filings in any foreign jurisdiction including with respect to Intellectual Property, (iv) no Loan Party
shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver
or similar letter of agreement, (v) the Loan Parties will not be required, nor will any Agent be authorized, to pledge or
perfect security interests in the assets constituting Collateral other than by (a) “all asset” filings pursuant to
the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant jurisdiction,
(b) filings in (x) the United States Patent and Trademark Office with respect to any U.S. registered patents and
trademarks and (y) the United States Copyright Office of the Library of Congress with respect to copyright registrations (and
any exclusive licenses of registered copyrights granted to a Loan Party), in the case of each of (x) and (y), constituting
Collateral, (c) Mortgage filings in the applicable jurisdiction with respect to any Material Real Estate Asset constituting
Collateral and (d) delivery to the Collateral Agent (or a bailee or other agent of the Administrative Agent) to be held in its
possession of all Collateral consisting of (x) certificates representing pledged Capital Stock and (y) promissory notes
and other instruments constituting Collateral; *provided* that promissory notes and instruments having an aggregate principal
amount less than $10.0 million need not be delivered to the Collateral Agent and (vi) in no event shall any leasehold interest
in real property constitute Collateral. Notwithstanding the foregoing, if any Lender is prohibited from holding or benefiting from a
Lien over real or immovable property pursuant to any law of the United States of America, such Lender shall notify the
Administrative Agent and disclaim any benefit of such Lien to the extent of such illegality, but such illegality shall not
invalidate or render unenforceable such Lien for the benefit of each of the other Lenders.
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**Section 5.12** *Designation
Of Unrestricted Subsidiaries*. The Borrower may at any time designate any subsidiary of Holdings as an Unrestricted Subsidiary
or any Unrestricted Subsidiary as a Restricted Subsidiary; *provided* that (i) immediately before and after giving effect
to such designation, no Event of Default shall have occurred and be continuing and subject to 1.07(g), Borrower shall be in compliance
with Section 6.01 on a Pro Forma Basis as of the last day of the most recently ended Test Period; (ii) the Borrower
may not be designated as an Unrestricted Subsidiary, (iii) no Unrestricted Subsidiary shall own any Capital Stock in Holdings or
its Restricted Subsidiaries, (iv) all Indebtedness owing by Holdings or any Restricted Subsidiary to any Unrestricted Subsidiary
shall be subordinated in right of payment to the Obligations pursuant subordination provisions no less favorable, taken as a whole, than
those contained in Exhibit J or as otherwise reasonably acceptable to the Administrative Agent, (v) no Unrestricted
Subsidiary shall hold any Indebtedness of, or any Lien on any property of, Holdings or its Restricted Subsidiaries, (vi) the holder
of any Indebtedness of any Unrestricted Subsidiary shall not have any recourse to Holdings or its Restricted Subsidiaries with respect
to such Indebtedness except as permitted pursuant to this Agreement, (vii) none of Holdings or any of its Restricted Subsidiaries
shall have any obligation to subscribe for additional Capital Stock of any Unrestricted Subsidiary or to preserve or maintain the financial
condition of any Unrestricted Subsidiary if such obligation would result in a Default and (viii) none of Holdings or any of its
Restricted Subsidiaries shall transfer (including without limitation, by way of exclusive license) any material Intellectual Property
or strategic assets to any Unrestricted Subsidiary (and, at the time of designation as an Unrestricted Subsidiary, no Unrestricted Subsidiary
shall own or exclusively license any material Intellectual Property); *provided* that (x) if at any time the aggregate amount
of Consolidated Total Assets attributable to all Subsidiaries that are Unrestricted Subsidiaries exceeds 15.0% of Consolidated Total
Assets as of the end of any such Fiscal Quarter or (y) if at any time the aggregate amount of Consolidated Adjusted EBITDA attributable
to all Subsidiaries that are Unrestricted Subsidiaries exceeds 15.0% of Consolidated Adjusted EBITDA as of the last day of the most recent
Fiscal Quarter for which financial statements have been made available (or were required to be made available), in each case, the Borrower
shall designate sufficient Subsidiaries as Restricted Subsidiaries to eliminate such excess, and such designated Subsidiaries shall no
longer constitute Unrestricted Subsidiaries under this Agreement. The designation of any Subsidiary as an Unrestricted Subsidiary shall
constitute an Investment by the Borrower therein at the date of designation in an amount equal to the net book value of the Borrower’s
investment therein (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.08(ff)).
The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation
of any Indebtedness or Liens of such Subsidiary existing at such time. For the avoidance of doubt, Unrestricted Subsidiaries shall not
be subject to Section 2.13 or Article 3, Article 5, Article 6 and Article 7 for so long as they are designated as such. Notwithstanding the foregoing, no Subsidiary designated an Unrestricted Subsidiary that is
subsequently designated a Restricted Subsidiary shall be redesignated an Unrestricted Subsidiary thereafter.
**Section 5.13** *Post-Closing Items*.
The Borrower shall, and shall cause its Subsidiaries to, take the actions set forth in Schedule 5.13, within the timeframes set
forth therein.
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**ARTICLE 6**
**NEGATIVE COVENANTS**
Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan
Document (other than contingent indemnification obligations for which no claim has been made) have been paid in full in Cash or Cash
Collateralized in a manner reasonably satisfactory to the Administrative Agent and, in the case of Letters of Credit, each
applicable Issuing Bank, the Loan Parties covenant and agree, jointly and severally, with the Lenders that:
**Section 6.01** *Financial Covenants.*
(a) Commencing with the Fiscal Quarter ending
June 30, 2024, Holdings shall not permit the Total Leverage Ratio as of the last day of any Fiscal Quarter to be greater than 3.50:1.00.
(b) Commencing with the
Fiscal Quarter ending June 30, 2024 through the Fiscal Quarter ending March 31, 2025, Holdings shall not permit the Fixed Charge
Coverage Ratio as of the last day of any Fiscal Quarter to be less than 1.15:1.00, and, commencing with the Fiscal Quarter ending June 30,
2025 and for each Fiscal Quarter thereafter, Holdings shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal
Quarter to be less than 1.25:1.00.
(c) For purposes of
determining compliance with the financial covenants set forth herein, any Cash sale or issuance of, or contributions in respect of,
Capital Stock (which shall be in the form of or in respect of common equity, or preferred equity that is not Disqualified Capital
Stock or other Capital Stock, in each case, on terms reasonably acceptable to the Required Lenders) of the Borrower during the
applicable Fiscal Quarter and on or prior to the day that is fifteen (15) Business Days after the day on which financial statements
are required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable with respect
to such Fiscal Quarter (the “Cure Expiration Date”), shall, at the request of the Borrower, be included in the
calculation of Consolidated Adjusted EBITDA for the purposes of determining compliance with the financial covenants set forth herein
for periods including such Fiscal Quarter (any such equity contribution so included in the calculation of Consolidated Adjusted
EBITDA, a “Specified Equity Contribution”); *provided* that (a) in each four Fiscal Quarter- period,
the Specified Equity Contribution shall not be exercised more than twice and there shall not be more than five Specified Equity
Contributions during the term of this Agreement, (b) the amount of any Specified Equity Contribution shall be no greater than
the amount required, as reasonably determined by the Borrower, to cause Holdings to be in compliance with the financial covenants
set forth herein, (c) all Specified Equity Contributions shall be disregarded for all other purposes of this Agreement,
including for all other purposes of this Article 6, during the period included in the calculation of Consolidated
Adjusted EBITDA and (d) no pro forma effect shall be given during such Fiscal Quarter for any reduction in Indebtedness made
with the proceeds of such Specified Equity Contribution. Notwithstanding the provisions of Article 7, neither the Agents
nor any Lender may exercise any remedies specified in this Agreement (or any other Loan Document) arising from an Event of Default
resulting from a breach of this Section 6.01 for a period commencing upon receipt of notice from the Borrower that it
intends to cure non-compliance with the financial covenants included herein by a Specified Equity Contribution through the Cure
Expiration Date. No Lender will be required to extend new Revolving Loans or Swing Line Loans, or issue or extend new Letters of
Credit from the date of receipt of such notice until the date the Specified Equity Contribution is received.
**Section 6.02** *Indebtedness*.
Neither Holdings, nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, directly or indirectly, create, incur or
assume any Indebtedness, except:
(a) the Obligations;
(b) [reserved];
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(c) Indebtedness of
(i) the Borrower or Holdings to any Restricted Subsidiary, (ii) any Restricted Subsidiary to the Borrower or Holdings or
any other Restricted Subsidiary; *provided* that (x) the aggregate principal amount of Indebtedness owed by any
Non-Guarantor Subsidiary to the Borrower or any other Loan Party shall not exceed at any time outstanding the amount permitted to be
invested in Non-Guarantor Subsidiaries (including Foreign Subsidiaries) pursuant to Section 6.08 (and shall constitute a
use of such Investment capacity) and (y) all Indebtedness owing by any Loan Party to any Non-Guarantor Subsidiary shall be
subordinated in right of payment to the Obligations pursuant to (1) the terms of the applicable promissory note (if any); *provided* that any such promissory note entered into after the Closing Date shall contain subordination provisions no less favorable, taken as
a whole, than those contained in Exhibit J or as otherwise reasonably acceptable to the Administrative Agent or (2) an
intercompany subordination agreement in the form of Exhibit J or as otherwise reasonably acceptable to the
Administrative Agent and (iii) any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary;
(d) Indebtedness incurred
by Holdings, the Borrower or any Restricted Subsidiary arising from agreements providing for indemnification, reimbursement, adjustment
of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent
earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales or purchases
of assets in each case permitted hereunder, and in connection with guaranties or letters of credit, surety bonds or performance bonds
securing the performance of Holdings, the Borrower or any such Restricted Subsidiary pursuant to such agreements;
(e) Indebtedness (including
deposits) in respect of (i) the performance of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases,
government contracts, trade contracts, performance and return-of-money bonds, completion guarantees, import and export custom and duty
guarantees and other similar obligations and (ii) any letter of credit, bank guarantee or similar obligation issued in respect thereto;
(f) Indebtedness in respect
of (i) Banking Services Obligations, (ii) other netting services, overdraft protections, automated clearinghouse arrangements
and similar transactions and otherwise in connection with Deposit Accounts and (iii) repurchase agreements permitted under Section 6.08,
in each case incurred in the ordinary course of business;
(g) Guarantees of the obligations
of suppliers, customers, franchisees, lessors and licensees by the Borrower, Holdings and the Restricted Subsidiaries in the ordinary
course of business;
(h) Guarantees by
Holdings or the Borrower of Indebtedness or other obligations of a Restricted Subsidiary or guaranties by a Restricted Subsidiary or
the Borrower of Indebtedness or other obligations of Holdings or the Borrower or a Restricted Subsidiary, in each case, of
Indebtedness otherwise permitted to be incurred by such Person pursuant to this Section 6.02 or obligations not
prohibited by this Agreement; *provided* that (i) no Guarantee by Holdings or any Restricted Subsidiary of any Junior
Financing, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured
Refinancing Debt or any Permitted Refinancing of any of the foregoing, in each case, shall be permitted unless such guaranteeing
party shall have also provided a Guarantee of the Obligations on the terms set forth herein, (ii) if the Indebtedness being
Guaranteed is Junior Financing, such Guarantee shall be subordinated in payment and/or lien priority to the Guarantee of the
Obligations on terms at least as favorable, taken as a whole, to the Lenders as those contained in the subordination of such Junior
Financing and (iii) in the case of guaranties by a Loan Party of the obligations of a Non-Guarantor Subsidiary, such guaranties
shall be an Investment permitted by Section 6.08;
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(i) Indebtedness outstanding
as of the Closing Date which, if in excess of $2,000,000, is set forth, in all material respects, in Schedule 6.02;
(j) the Non-Guarantor Subsidiaries
may become and remain liable with respect to Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater
of $6,000,0008,000,000 and 10.0% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness
for which financial statements have been made available (or were required to be made available);
(k) Indebtedness consisting
of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in
the ordinary course of business;
(l) Indebtedness of Holdings
and the Restricted Subsidiaries with respect to Capital Leases and purchase money Indebtedness and any Permitted Refinancing Indebtedness
in respect thereof, in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $6,000,0008,000,000 and (ii) 10.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), in each case
incurred within 270 days after the applicable acquisition, completion of construction, installation, improvement, repair or replacement
of the relevant assets; *provided* that any such Indebtedness shall be secured only by the assets so acquired, constructed, installed,
improved, repaired or replaced, and the proceeds and products thereof (and accessions or additions that are affixed or incorporated into
such property) and other assets also financed by the same counterparty or its affiliate;
(m) Indebtedness of Holdings
and the Restricted Subsidiaries assumed or incurred in connection with Permitted Acquisitions so long as (i) if the aggregate principal
amount of Indebtedness assumed or incurred under this paragraph m exceeds $15,000,000, after giving effect to the assumption or
incurrence of such Indebtedness and such Permitted Acquisition on a Pro Forma Basis as of the last day of the most recent Fiscal Quarter
of Holdings for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), the Total Leverage Ratio does not exceed 2.50:1.00, (ii) the aggregate principal amount of such Indebtedness of which
Non-Guarantor Subsidiaries may become and remain liable pursuant to this clause (m) shall not exceed, together with the aggregate
principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses (ee) and (gg) of this Section 6.02,
the greater of $10,000,000 11,000,000 and 15.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness
for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at any time outstanding in the aggregate, (iii) before and after giving effect thereto, no Event of Default shall
have occurred and be continuing, (iv) with respect to any secured Indebtedness incurred pursuant to this clause (m), such
Indebtedness shall comply with the conditions set forth in subclauses (A), (C), (E) and (F) of the proviso
to clause (ee) of this Section 6.02 and (v) with respect to any unsecured Indebtedness incurred pursuant to this clause (m), such Indebtedness shall comply with the conditions set forth in subclauses (A) and (B) of the
proviso to clause (gg) of this Section 6.02; *provided, further* that if such Indebtedness is secured on a *pari
passu* basis with respect to the Liens securing the Obligations, then such Indebtedness shall be subject to the MFN Adjustment;
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(n) Indebtedness owed to
equity holders of any Parent Company, or to current or former employees, officers, directors, managers or consultants of any Parent Company,
Holdings, the Borrower or any Restricted Subsidiary or such employees’, officers’, directors’, managers’, or consultants’
respective Immediate Family Members, in each case to redeem or repurchase Capital Stock from such Persons; *provided* that (x) such
Indebtedness, together with any Restricted Payments made pursuant to Section 6.05(c)(iii), is in an aggregate principal
amount that does not exceed $5,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to the succeeding
Fiscal Years) and $20,000,000 in the aggregate from the Closing Date;
(o) Indebtedness in respect
of commercial letters of credit or standby letters of credit, in each case obtained in the ordinary course of business in an aggregate
principal amount for all such letters of credit not to exceed $1,000,000 at any time outstanding;
(p) Guarantees by Holdings
or the Borrower of Indebtedness of a Non-Guarantor Subsidiary that is permitted to be incurred pursuant to Section 6.02(j);
(q) the Borrower, Holdings
and any Restricted Subsidiaries may become and remain liable for any Indebtedness which represents a Permitted Refinancing of any Indebtedness
permitted under Section 6.02(i), (m), (v), (ee)(y) or (gg)(y);
(r) Indebtedness under
any Hedge Agreements for the purpose of hedging risks associated with Holdings’, the Borrower’s and/or the Restricted Subsidiaries’
operations (including, without limitation, interest rate and foreign exchange and commodities price risks) in the ordinary course of business
and not for speculative purposes;
(s) Indebtedness
in an aggregate principal amount not to exceed, when taken together with effective Liens incurred under Section 6.03(r),
the greater of $12,000,000 15,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such Indebtedness
for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at any time outstanding; *provided*, that, the amount of Indebtedness permitted to be incurred under this Section 6.02(s) shall
be reduced by the aggregate principal amount of Indebtedness incurred pursuant to Section 6.02(ff).
(t) Attributable Indebtedness
incurred in connection with Sale and Lease-Back Transactions, together with the aggregate principal amount of Sale and Lease-Back Transactions
permitted under Section 6.12, in an aggregate principal amount not to exceed $7,500,000 at any time outstanding;
(u) all premiums (if any),
interest (including any post-petition interest), fees, expenses, charges and contingent payments, in each case with respect to Indebtedness
otherwise permitted hereunder;
(v) Permitted Unsecured
Refinancing Debt, Permitted First Priority Refinancing Debt and Permitted Second Priority Refinancing Debt;
(w) Indebtedness of
Joint Ventures and/or any Indebtedness incurred on behalf thereof or representing guarantees of Indebtedness of Joint Ventures at
any time outstanding not to exceed the greater of $7,500,0009,000,000 and 12.5% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the incurrence of such
Indebtedness for which financial statements have been made available (or were required to be made available);
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(x) to the extent constituting
Indebtedness, deferred compensation to current or former employees, officers, directors, managers or consultants of any Parent Company,
Holdings, the Borrower and the Subsidiaries incurred in the ordinary course of business or in connection with the Transactions or
the Amendment No. 1 Transactions, any Permitted Acquisition or any other transaction permitted under this Agreement;
(y) letters of credit,
bank guarantees or similar items issued (i) in connection with workers’ compensation, unemployment insurance or premiums related
thereto and other social security obligations, pension obligations, vacation pay, health, disability or other employee benefits, or (ii) to
secure liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, liability or other
insurance and reimbursement claims or self-insurance of any Parent Company, Holdings, the Borrower or any Restricted Subsidiary;
(z) to the extent constituting
Indebtedness, (i) contingent obligations arising under indemnity agreements to title insurance companies to cause such title insurers
to issue title insurance policies in the ordinary course of business with respect to any Real Estate Asset of the Borrower or any Restricted
Subsidiary, (ii) unfunded pension fund and other Employee Benefit Plan obligations and liabilities to the extent that they are permitted
to remain unfunded under applicable law and (iii) obligations in connection with repurchase agreements constituting Cash Equivalents
at the time such Investment was made;
(aa) Indebtedness in respect
of any letter of credit issued in favor of any Issuing Bank or the Swing Line Lender to support any Defaulting Lender’s participation
in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.26(e);
(bb) Indebtedness in respect of any bankers’
acceptance, bank guarantees, warehouse receipt or similar facilities entered into in the ordinary course of business;
(cc) Indebtedness incurred in
the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods
or services or progress payments in connection with such goods and services;
(dd) [reserved];
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(ee) Indebtedness of the
Borrower, Holdings, or any Restricted Subsidiary secured on a *pari passu* or junior basis with respect to the Liens securing
the Obligations in an aggregate principal amount not to exceed (x) the amount permitted pursuant to clause (a) of
the definition of “Maximum Incremental Amount” plus (y) such amount that shall not cause, the Total Leverage
Ratio, on a Pro Forma Basis and after giving effect to the application of proceeds thereof, as of the last day of the most recent
Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b),
to exceed 2.50:1.00; *provided* that (A) such Indebtedness has a Weighted Average Life to Maturity not shorter than that
for the Initial Term Loans (determined without giving effect to prepayments that reduce amortization); *provided*, that such
Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with
long-term Indebtedness otherwise satisfying this clause (A) on terms pursuant to which such refinancing or replacement
shall be made automatically and without any conditions precedent to such refinancing or replacement (other than a default of the
type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first
anniversary of the incurrence of such bridge or other credit facility, this clause (A) shall not prohibit the inclusion
of customary terms for bridge facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or
interim credit facility with such long-term Indebtedness, (B) subject to Section 1.07(g), no Event of Default shall
have occurred and be continuing or would result therefrom, (C) the stated final maturity of such Indebtedness is at least 91
days outside the Latest Maturity Date at the time of such incurrence; *provided*, that such Indebtedness may be incurred in the
form of a bridge or other interim credit facility intended to be refinanced or replaced with long-term Indebtedness otherwise
satisfying this clause (C) on terms pursuant to which such refinancing or replacement shall be made automatically and
without any conditions precedent to such refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement), in which case, on or prior to the first anniversary of the incurrence of such
bridge or other credit facility, this clause (C) shall not prohibit the inclusion of customary terms for bridge
facilities providing for customary mandatory prepayment, repurchase or redemption of such bridge or interim credit facility with
such long-term Indebtedness, (D) such Indebtedness is not guaranteed by any Person other than the Loan Parties (or Persons that
become Loan Parties in connection therewith) and is not secured by any assets of Holdings and its Subsidiaries other than the
Collateral (or assets that become Collateral in connection therewith), (E) either such Indebtedness (x) does not contain
terms (other than pricing, rate floors, discounts, fees and optional redemption provisions) materially more restrictive (taken as a
whole) on Holdings and its Subsidiaries than those contained in this Agreement or (y) includes market terms and conditions as
of the time of incurrence for first lien or junior lien secured loans or debt securities, as applicable; *provided* that a
certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least five (5) Business Days (or
such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a
reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating
thereto certifying that the Borrower has determined in good faith that the terms of such Indebtedness satisfy the requirements of
this clause (E) shall be conclusive evidence that such terms satisfy such requirements unless the Administrative Agent
notifies the Borrower within such period that it disagrees with such determination (including a reasonable description of the basis
upon which it disagrees) and (F) such Indebtedness will be subject to the First Lien Intercreditor Agreement or the Junior Lien
Intercreditor Agreement, as applicable; *provided, further* that (x) if such Indebtedness is secured on a *pari
passu* basis with respect to the Liens securing the Obligations, then such Indebtedness shall be subject to the MFN Adjustment
and (y) the aggregate principal amount of such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this clause
(ee) shall not exceed, together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses
(m) and (gg) of this Section 6.02, $10,000,000 in the aggregate;
(ff) Indebtedness arising from
or incurred in connection with any Factoring Transaction; and
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(gg) unsecured
Indebtedness of the Borrower, Holdings or any Restricted Subsidiary in an aggregate principal amount not to exceed (x) the
amount permitted pursuant to clause (a) of the definition of “Maximum Incremental Amount” plus (y) such amount as shall not cause the Total Leverage Ratio, on a Pro Forma Basis after giving effect to the application of
proceeds thereof, as of the last day of the most recently ended Test Period, to exceed 2.50:1.00; *provided* that
(A) the stated final maturity of such Indebtedness is at least 91 days outside the Latest Maturity Date at the time of such
incurrence; *provided*, that such Indebtedness may be incurred in the form of a bridge or other interim credit facility
intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (A) on terms pursuant
to which such refinancing or replacement shall be made automatically and without any conditions precedent to such refinancing or
replacement (other than a default of the type described in Section 7.01(f) and (g) of this Agreement),
in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause
(A) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment,
repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness; (B) such Indebtedness has
a Weighted Average Life to Maturity not shorter than the Initial Term Loans (determined without giving effect to prepayments that
reduce amortization); *provided*, that such Indebtedness may be incurred in the form of a bridge or other interim credit
facility intended to be refinanced or replaced with long-term Indebtedness otherwise satisfying this clause (B) on terms
pursuant to which such refinancing or replacement shall be made automatically and without any conditions precedent to such
refinancing or replacement (other than a default of the type described in Section 7.01(f) and (g) of
this Agreement), in which case, on or prior to the first anniversary of the incurrence of such bridge or other credit facility, this clause
(B) shall not prohibit the inclusion of customary terms for bridge facilities providing for customary mandatory prepayment,
repurchase or redemption of such bridge or interim credit facility with such long-term Indebtedness; (C) subject to Section 1.07(g),
no Event of Default shall have occurred and be continuing or would result therefrom; (D) if such Indebtedness is Subordinated
Indebtedness, such Indebtedness shall be subordinated to the Obligations in a manner that is either consistent with market
subordination terms as of the time of incurrence for high-yield subordinated loans or debt securities or otherwise reasonably
acceptable to the Administrative Agent; and (E) such Indebtedness (x) does not contain terms (other than pricing, rate
floors, discounts, fees and optional redemption provisions) materially more restrictive (taken as a whole) on Holdings and its
Subsidiaries than those contained in this Agreement or (y) includes then-market terms and conditions for such type of
Indebtedness being incurred, as determined by the Borrower in good faith and certified by a responsible officer of the Borrower; *provided* that the aggregate principal amount of such Indebtedness incurred by Non-Guarantor Subsidiaries pursuant to this clause (gg) shall not exceed, together with the aggregate principal amount of Indebtedness incurred by Non-Guarantor Subsidiaries under clauses
(m) and (ee) of this Section 6.02, $10,000,000 in the aggregate.
For purposes of determining compliance with any
Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in
a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred,
in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred
to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement,
refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at
the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance,
such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness
does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the
aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing.
For purposes of determining compliance with this Section 6.02, (x) the principal amount of Indebtedness outstanding under any clause of this Section 6.02 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness
and (y) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included
in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; *provided* that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred
in compliance with this Section 6.02.
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The accrual of interest, the accrual of accreted
value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes
of this Section 6.02. The principal amount of any non-interest bearing Indebtedness or other discount security constituting
Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Holdings dated such date prepared
in accordance with GAAP.
**Section 6.03** *Liens*.
Neither Holdings, nor the Borrower shall, nor shall they permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume
or permit to exist any Lien on or with respect to any of its property or assets of any kind (including any document or instrument in respect
of goods or accounts receivable) of Holdings, the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except:
(a) (i) Liens granted
pursuant to the Loan Documents to secure the Secured Obligations and (ii) Liens on Cash or deposits granted in favor of the Swing
Line Lender or the Issuing Bank to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans,
respectively;
(b) Liens for Taxes not
then due or if due obligations with respect to such Taxes that are not at such time required to be paid pursuant to Section 5.03 or which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted;
(c) statutory Liens and
Liens arising by operation of law of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and
materialmen, and other similar Liens imposed by law, in each case incurred in the ordinary course of business and which secure amounts
not overdue for a period of more than sixty days or if more than sixty days overdue, are unfiled (or if filed have been discharged or
stayed) and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings;
(d) Liens incurred (i) in
the ordinary course of business in connection with workers’ compensation, unemployment insurance or premiums related thereto and
other types of social security obligations, pension obligations, vacation pay, health, disability or other employee benefits, (ii) in
the ordinary course of business to secure the performance of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses,
leases, government contracts, trade contracts, performance and return-of-money bonds, completion guarantees and other similar obligations
(exclusive of obligations for the payment of borrowed money), (iii) in respect of pledges and deposits in the ordinary course of
business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty, and liability
or other insurance and reimbursement claims or self-insurance to any Parent Company, Holdings, the Borrower and the Restricted Subsidiaries
and (iv) in respect of deposits or pledges to secure letters of credit, bank guarantees, or similar items posted to support the payment
of items in the foregoing clauses (i) through (iii);
(e) exceptions that would
be listed in a title policy with respect to any Real Estate Asset, and any other easements, rights-of-way, restrictions, encroachments,
and other minor defects or irregularities in title, individually or in the aggregate, which do not and could not reasonably be expected
to have a Material Adverse Effect on Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, and the value, use and
occupancy of the Real Estate Asset thereof, including licenses, easements, rights-of-way and rights in the nature of easements for railways,
sidewalks, public ways, sewers, drains, gas and oil pipelines, steam and water mains or electric light and power or telephone and telegraph
conduits, poles, wires and cables;
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(f) any (i) interest
or title of a lessor or sublessor, licensor or sublicensor under any lease or license permitted hereunder, (ii) landlord liens permitted
by the terms of any lease, (iii) restriction or encumbrance that the interest or title of such lessor, sublessor, licensor or sublicensor
may be subject to (including ground leases) or (iv) subordination of the interest of the lessee or sublessee, licensee or sublicensee
under such lease or license to any restriction or encumbrance referred to in the preceding clause (iii);
(g) Liens solely on any
Cash or Cash Equivalent earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with
any letter of intent or purchase agreement permitted hereunder or to secure any letter of credit, bank guaranty or similar obligation
issued in respect thereof;
(h) purported Liens evidenced
by the filing of precautionary UCC or similar filings or notices relating solely to operating leases, consignment arrangements or bailee
arrangements entered into in the ordinary course of business;
(i)
Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of property in the ordinary course of business;
(j)
any zoning, building or similar law or right reserved to or vested in any Governmental Authority
to control or regulate the use or dimensions of any Real Estate Asset or structure thereon, in each case which does not and could
not reasonably be expected to have a Material Adverse Effect on Holdings, the Borrower and the Restricted Subsidiaries, taken as a
whole, including official plans, zoning and building by- laws, restrictive covenants and other land use limitations, public or
private, and other restrictions as to the use of any Real Estate Asset;
(k) to the extent that
such Liens do not materially interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary or preclude
any use of the applicable property for its intended purpose (i) licenses or sublicenses of Intellectual Property rights granted by
Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business or to Holdings, the Borrower or any Restricted
Subsidiary and (ii) leases or subleases granted by Holdings, the Borrower or any Restricted Subsidiary to third parties in respect
of property that Holdings reasonably determines is not necessary to the operation of the business in the ordinary course of business;
(l) Liens
described in Schedule 6.03(l) and any modifications, replacements, renewals or extensions thereof; *provided* that
(i) such Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien or financed by Indebtedness permitted under Section 6.02 and (B) proceeds and
products thereof and (ii) to the extent securing Indebtedness, the modification, renewal, extension or refinancing of the Indebtedness
or other obligations secured or benefited by such Liens is permitted by Section 6.02;
(m) (i) Liens
securing Indebtedness permitted pursuant to Section 6.02(l); *provided* that any such Lien shall encumber only the
asset acquired with the proceeds of such Indebtedness (and after acquired property, the proceeds and products thereof and accessions
or additions thereto and other assets also financed by the same counterparty or its affiliate) and (ii) Liens securing
Permitted Refinancing Indebtedness in respect of Indebtedness permitted pursuant to Section 6.02(l); *provided* that any such Lien does not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced (except for
after acquired property, the proceeds or products thereof, and accessions or additions thereto and other assets also financed by the
same counterparty or its affiliate);
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(n) (i) Indebtedness
incurred pursuant to Section 6.02(m) may be secured by Liens on the assets of the newly acquired Subsidiary; *provided* that such Indebtedness was not created in contemplation of the acquisition of such assets or Subsidiary by Holdings, the Borrower or any
Restricted Subsidiary and (ii) Liens securing Indebtedness incurred pursuant to Section 6.02(q) (solely with respect
to the Permitted Refinancing of Indebtedness permitted pursuant to Section 6.02(m)); *provided* that such Lien shall
not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and the proceeds or products thereof, and
accessions or additions thereto and other assets also financed by the same counterparty or its affiliate;
(o) Liens (i) that
are contractual rights of setoff relating to the establishment of depositary relations with banks not given in connection with the issuance
of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit
satisfaction of overdraft, cash management or similar obligations incurred in the ordinary course of business of Holdings, the Borrower
and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings,
the Borrower or any Restricted Subsidiary in the ordinary course of business;
(p) Liens securing Indebtedness
permitted pursuant to Section 6.02(i) or other obligations, in each case outstanding immediately prior to the Closing
Date and any modifications, replacements, renewals, refinancings or extensions thereof; *provided* that (i) the Lien does not
extend to any additional property other than (A) after acquired property covered by such Lien, (B) the proceeds or products
thereof and (C) accessions or additions thereto and (ii) the renewal, extension or refinancing of the obligations secured or
benefited by such Liens, which to the extent constituting Indebtedness, is permitted by Section 6.02;
(q) Liens securing obligations
(other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered
into in the ordinary course of business of Holdings and its Restricted Subsidiaries;
(r) other Liens on assets
securing Indebtedness in an aggregate principal amount at any time outstanding not to exceed, when taken together with any outstanding
Indebtedness incurred under Section 6.02(s), the greater of $12,000,00015,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to the granting of such Lien for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)); *provided*, that, the amount of Liens permitted to be incurred under this Section 6.03(r) shall be
reduced by the aggregate principal amount of Liens incurred pursuant to Section 6.03(aa);
(s) Liens securing judgments
for the payment of money not constituting an Event of Default under Section 7.01(h);
(t) leases, licenses, subleases
or sublicenses granted to others in the ordinary course of business which do not secure any Indebtedness for borrowed money;
(u) Liens on property of
any Non-Guarantor Subsidiary, which Liens secure Indebtedness of Non-Guarantor Subsidiaries permitted under Section 6.02;
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(v) Liens (i) (x) securing
Indebtedness permitted to be incurred pursuant to Section 6.02(m) or (y) otherwise existing on property at the time
of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary in each case after the date
hereof; *provided* that, in the case of clause (i)(y), (1) such Lien was not created in contemplation of such acquisition or
such Person becoming a Subsidiary and (2) such Lien does not extend to or cover any other assets or property (other than (A) after
acquired property, (B) the proceeds or products thereof, (C) accessions or additions thereto and (D) other assets also
financed by the same counterparty or its affiliates) and (ii) any modification, refinancing, replacement, extension or renewal thereof
in connection with the refinancing, modification, refinancing, replacement, extension or renewal of the obligations or Indebtedness secured
thereby which is permitted or not restricted hereunder;
(w) (i) Liens arising
out of conditional sale, title retention, consignment or similar arrangements for sale of property and bailment arrangements entered into
by Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business permitted by this Agreement and (ii) Liens
arising by operation of law under Article 2 of the UCC (and any similar provision or any other Requirements of Law) in favor of a
seller or buyer of goods;
(x) Liens placed on the
Capital Stock of any non-wholly-owned Subsidiary or Joint Venture in the form of a transfer restriction, purchase option, call or similar
right of a third-party Joint Venture partner;
(y) Liens on the Collateral
securing Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt and any Permitted Refinancing of the
foregoing; *provided* that (x) any such Liens securing any Permitted First Priority Refinancing Debt or any Permitted Refinancing
thereof are subject to the First Lien Intercreditor Agreement and (y) any such Liens securing any Permitted Second Priority Refinancing
Debt or any Permitted Refinancing thereof are subject to the Junior Lien Intercreditor Agreement;
(z) (i) Liens
securing Indebtedness incurred pursuant to Section 6.02(ee) and (ii) Liens securing Indebtedness incurred pursuant
to Section 6.02(q) (solely with respect to the Permitted Refinancing of Indebtedness permitted pursuant to Section 6.02(ee)); *provided* that such Lien shall not extend to any asset not covered by the Lien securing the Indebtedness that is refinanced and
the proceeds or products thereof, and accessions or additions thereto and other assets also financed by the same counterparty or its
affiliate; *provided* that (x) any such Liens are subject to a First Lien Intercreditor Agreement or Junior Lien Intercreditor
Agreement, as applicable, (y) the Total Leverage Ratio shall not exceed 2.50:1.00;
(aa)
Liens created or deemed to be created in respect of Factoring Assets sold, pledged or otherwise transferred in connection with a Factoring
Transaction permitted by this Agreement;
(bb) any conditions that may
be shown by a current, accurate survey which do not materially interfere with the conduct of the business of Holdings and the Subsidiaries
with respect to any Real Estate Asset;
(cc) Liens securing letters of credit permitted pursuant to Section 6.02(o);
(dd) Liens (i) on
advances of Cash or Cash Equivalents in favor of the seller of any property to be acquired in a Permitted Acquisition or an
Investment permitted pursuant to Section 6.08 to be applied against the purchase price for such Investment (or to secure
letters of credit, a bank guaranty or similar obligation issued in respect thereof), and (ii) consisting of an agreement to
dispose of any property in a disposition permitted under Section 6.09;
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(ee) Liens encumbering reasonable
and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts, securities accounts or other
brokerage accounts incurred in the ordinary course of business and not for speculative purposes;
(ff)
Liens on insurance policies and the proceeds thereof securing the financing of the
premiums with respect to such insurance policies not prohibited hereunder;
(gg) Liens deemed to exist in
connection with Investments in repurchase agreements permitted under Section 6.08; *provided* that such Liens do not
extend to any assets other than those that are the subject of such repurchase agreement;
(hh) to the extent constituting
a Lien, the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Holdings, the
Borrower or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or
to require periodic payments as a condition to the continuance thereof;
(ii) undetermined or inchoate Liens, rights of distress and charges incidental to
current operations which have not at such time been filed or exercised, or which relate to obligations not due or payable or if due,
the validity of which is being contested diligently and in good faith by appropriate proceedings;
(jj) reservations, limitations,
provisos and conditions expressed in any original grant from any Governmental Authority or other grant of real or immovable property or
interests therein;
(kk) Liens on goods or inventory
the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance
issued or created for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business; *provided* that
such Lien secures only the obligations of the Borrower or such Restricted Subsidiary in respect of such letter of credit, bank guarantee
or bankers’ acceptance to the extent permitted under this Agreement;
(ll) Liens consisting of royalties
payable with respect to any asset or property of the Borrower or any Restricted Subsidiary;
(mm) statutory Liens incurred
or pledges or deposits made in favor of a Governmental Authority to secure the performance of obligations of Holdings or any of the Restricted
Subsidiaries in the ordinary course of business under Environmental Laws to which Holdings or any of its Restricted Subsidiaries or any
assets of Holdings or any of the Restricted Subsidiaries is subject;
(nn) security given to a public
utility or any Governmental Authority when required by such utility or Governmental Authority in connection with the operations of the
Borrower or any Restricted Subsidiary in the ordinary course of its business;
(oo) [reserved];
(pp) Liens arising out of Sale
and Lease-Back Transactions permitted by Section 6.02(t); and
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(qq) Liens securing Indebtedness
among Holdings and its Restricted Subsidiaries (other than Liens granted by a Loan Party in favor of a Non-Guarantor Subsidiary).
The expansion of Liens by virtue of accretion
or amortization of original issue discount, the payment of dividends in the form of Indebtedness, and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for
purposes of this Section 6.03.
**Section 6.04** *No
Further Negative Pledges*. None of Holdings, the Borrower or any Restricted Subsidiary shall enter into any agreement prohibiting
the creation or assumption of any Lien upon any of its properties or assets to secure the Obligations, whether now owned or hereafter
acquired, except with respect to:
(a) specific property (including
the Capital Stock of any Restricted Subsidiary) (i) encumbered to secure payment of particular Indebtedness or (ii) to be sold
pursuant to an executed agreement with respect to a permitted disposition pursuant to Section 6.09;
(b) restrictions contained
in agreements with respect to Indebtedness incurred by Non-Guarantor Subsidiaries in accordance with this Agreement (*provided* that
such restrictions are limited to the property or assets of such Non-Guarantor Subsidiary and its Subsidiaries that are Restricted Subsidiaries);
(c) restrictions contained in this Agreement and the other Loan Documents;
(d) restrictions by reason
of customary provisions restricting assignments, subletting, sublicensing or other transfers contained in leases, licenses and
similar agreements entered into in the ordinary course of business ( *provided* that such restrictions are limited to the
property or assets secured by such Liens, the property or assets subject to such leases, licenses or similar agreements, or restrict
the assignment, subletting, sublicensing or other transfer of rights under the lease, license or similar agreement itself, as the
case may be);
(e) Liens permitted to
be incurred under Section 6.03 and restrictions in the agreements relating thereto that limit the right of Holdings, the Borrower
or any Restricted Subsidiary to dispose of or transfer the assets subject to such Liens;
(f) provisions limiting
the disposition or distribution of assets or property in Joint Venture agreements, sale-leaseback agreements, stock sale agreements and
other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;
(g) any encumbrance or
restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so
acquired and was not created in connection with or in anticipation of such acquisition;
(h) restrictions imposed
by customary provisions in partnership agreements, limited liability company organizational governance documents, Joint Venture agreements
and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, Joint Venture
or similar Person;
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(i)
restrictions on Cash or other deposits imposed by customers under contracts entered into in the
ordinary course of business;
(j)
restrictions in any one or more agreements governing Indebtedness entered into after the
Closing Date that contain encumbrances and other restrictions that are, taken as a whole, in the good faith judgment of the
Borrower, (i) no more restrictive in any material respect, when taken as a whole, with respect to Holdings, the Borrower or
any Restricted Subsidiary than those encumbrances and other restrictions that are in effect on the Closing Date pursuant to
agreements and instruments in effect on the Closing Date (including this Agreement ) and (ii) in the case of Credit Agreement
Refinancing Indebtedness, consistent with the definition thereof;
(k) restrictions that are
binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into in
contemplation of such Person becoming a Subsidiary;
(l)
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.02 but solely to the extent any negative pledge relates to the property financed by or secured by such Indebtedness;
(m) restrictions and conditions
existing on the Closing Date identified on Schedule 6.04 and any amendments or modifications thereto so long as such amendment
or modification does not expand the scope of any such restriction or condition in any material respect;
(n) restrictions imposed by Requirements of Law; and
(o) customary restrictions and conditions
contained in agreements relating to Factoring Transactions permitted hereunder; provided that such restrictions and
conditions apply only to the Factoring Assets that are subject to such Factoring Transaction.
**Section 6.05** *Restricted
Payments*. Neither Holdings, the Borrower nor any Restricted Subsidiary shall declare or pay any dividend or distribution (other
than Restricted Payments payable solely in Qualified Capital Stock of the Person making such Restricted Payment) on any Capital Stock
of Holdings, the Borrower or the Restricted Subsidiaries, whether now or hereafter outstanding, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of,
any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, whether now or hereafter outstanding, or pay any management
or similar fees to the Sponsor or any holders of the Capital Stock of Holdings or any of their respective Affiliates, or make any other
distribution in respect of any Capital Stock of Holdings, the Borrower or the Restricted Subsidiaries, either directly or indirectly,
whether in cash or property or in obligations of Holdings, the Borrower or the Restricted Subsidiaries (collectively, “Restricted
Payments”), except that:
(a) each Restricted Subsidiary
may make Restricted Payments to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly-owned
Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Capital Stock of such Restricted
Subsidiary based on their relative ownership interests of such Capital Stock);
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(b) each
of Holdings and the Borrower may make Restricted Payments:
(i) to the extent necessary
to permit Holdings (or any Parent Company) to pay operating costs in the ordinary course, general administrative costs and expenses (including
other corporate overhead, administrative, legal, accounting or similar expenses), franchise and similar taxes to maintain its corporate
existence, fees and expenses related to debt and equity offerings (whether or not successful) and indemnification claims of employees,
directors, officers, managers or consultants of Holdings (or any Parent Company), in each case attributable to the ownership and operations
of the Borrower and the Restricted Subsidiaries; *provided* that the aggregate amount of Restricted Payments made pursuant to this Section6.05(b)(i) shall not exceed $5,000,000 in any Fiscal Year,
(ii) (A) for so long
as the Borrower is classified as a corporation for U.S. federal income tax purposes and it is a member of a consolidated, combined or
similar tax group for U.S. federal, state and local income tax purposes of which Holdings or any Parent Company is the common parent,
Holdings and the Borrower may make distributions so that the common parent of the consolidated group can pay the U.S. federal, state,
and local income taxes of such group solely to the extent that such income taxes are attributable to the income of the Borrower and its
Subsidiaries, and (B) for so long as the Borrower is classified as a disregarded entity or a partnership for U.S. federal income
tax purposes, to the extent necessary to permit Holdings (or any Parent Company) to pay its U.S. federal, state and local income tax liabilities
attributable to the income of the Borrower; *provided* that in each case the amount of such payments with respect to any fiscal year
does not exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of such U.S. federal, state
and local income taxes for such fiscal year had the Borrower and its Subsidiaries been a stand-alone corporate taxpayer or stand-alone
group (separate from any such direct or indirect parent company of the Borrower); *provided further* that Restricted Payments in
respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary
to the Borrower or a Restricted Subsidiary for such purpose,
(iii) the proceeds of
which shall be used by Holdings to finance (or to make a Restricted Payment to any Parent Company to finance) any Investment
permitted to be made pursuant to Section 6.08 (other than Section 6.08(q)); *provided* that
(A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment,
(B) in the case of a Permitted Acquisition, Holdings, the Borrower or the applicable Parent Company thereof shall, immediately
following the closing or consummation thereof, cause (1) all property acquired (whether assets or Capital Stock) to be
contributed to the Borrower or a Restricted Subsidiary upon receipt of such contribution or (2) the merger, amalgamation or
consolidation (to the extent permitted in Section 6.09) of the Person formed or acquired into the Borrower or a
Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 5.11 and (C) no proceeds received by the Borrower or any of the Restricted Subsidiaries shall increase the Available Amount or
amounts permitted to be paid pursuant to Section 6.05(c)(ii) or (d), Section 6.06(d) or Section 6.08(h) or (q);
(iv) the proceeds of which
shall be used by Holdings to make (or to make a Restricted Payment to any Parent Company to enable it to make) Cash payments in lieu of
the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for Capital Stock of Holdings or such Parent Company; and
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(v) the proceeds
of which shall be used by Holdings to pay (or to make a Restricted Payment to any Parent Company to enable it to pay) salary, bonus and
other benefits payable to current or former employees, directors, officers, managers or consultants of Holdings (or any Parent Company)
to the extent such salaries, bonuses and other benefits (or the portion thereof payable with Restricted Payments from the Borrower) are
directly attributable to the ownership and operations of the Borrower and the Restricted Subsidiaries,
(c) the Borrower may make
Restricted Payments to Holdings (or any Parent Company) to allow such Person to repurchase or retire for value Capital Stock of Holdings
(or any Parent Company) held by any future, present or former employee, director, officer, manager or consultant (or any Controlled Investment
Affiliate or Immediate Family Member of any of the foregoing) of Holdings (or any Parent Company), the Borrower or any Restricted Subsidiary
upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director
stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement)
with any future, present or former employee, director, officer, manager or consultant of Holdings (or any Parent Company), the Borrower
or any Restricted Subsidiary (i) in exchange for notes issued pursuant to Section 6.02(n), (ii) with the amount
of any Net Proceeds received by or contributed to the Borrower from the issuance and sale after the Closing Date of Qualified Capital
Stock of Holdings (or any Parent Company) to officers, directors or employees of Holdings or its Restricted Subsidiaries that have not
been used to make any repurchases, redemptions or payments under this clause (c) or Section 6.06(d) or Investments
pursuant to Section 6.08(h) or (q), and to the extent not included in the Available Amount, or (iii) in exchange
for Cash and Cash Equivalents, in the case of this clause (c)(iii), in an amount not to exceed, together with all Indebtedness
incurred pursuant to Section 6.02(n), the sum of (x) $10,000,000 in any Fiscal Year (with unused amounts in any Fiscal
Year being carried over to the succeeding Fiscal Years) and $ 40,000,000 in the aggregate from the Closing Date to the date of determination *plus* (y) the amount of any keyman life insurance policies received by the Borrower and the Restricted Subsidiaries that have
not been used to make any repurchases, redemptions or payments under this paragraph (c);
(d) (i) each of Holdings
and the Borrower may make Restricted Payments with the proceeds of, or in exchange for, a substantially contemporaneous issuance of Qualified
Capital Stock of Holdings, the Borrower or any Parent Company (other than issuances to a Restricted Subsidiary, any Excluded Contribution,
any issuance included in the Available Amount or the proceeds of which are applied to a payment or redemption pursuant to Section 6.05(c)(ii) or Section 6.06(d) or an Investment pursuant to Section 6.08(h) or (q)) and
in the case of Restricted Payments by the Borrower, to the extent such proceeds were contributed as Qualified Capital Stock to the Borrower
and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower may make
Restricted Payments with the proceeds of Excluded Contributions;
(e) so long as no Event
of Default shall have occurred and be continuing or would otherwise result therefrom, with respect to dividends and distributions only,
and the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not
exceed 2.50:1.00, the Borrower may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, Restricted
Payments to holders of Capital Stock of Holdings with the proceeds of such Restricted Payment; *provided* that the aggregate amount
of Restricted Payments by the Borrower to Holdings under this Section 6.05(e) shall not at any time exceed the Available
Amount at such time;
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(f) so long as no Event
of Default shall have occurred and be continuing or would otherwise result therefrom, other Restricted Payments in an aggregate amount
not to exceed the greater of $12,500,00015,000,000 and 20.0% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made
available (or were required to be made available);
(g) so long as no Event
of Default shall have occurred and be continuing or be caused thereby on the date of declaration, each of Holdings and the Borrower may
pay an annual dividend (or pay a dividend to any Parent Company to make a dividend) following an initial public offering of the Borrower
(or any Parent Company) of no greater than 7.0% *per annum* of the net proceeds received in such initial public offering and contributed
to the Borrower (other than to the extent constituting Excluded Contributions);
(h) each of Holdings, the
Borrower and the Restricted Subsidiaries may make Restricted Payments necessary to (i) consummate
the Transactions and (ii)the
Amendment No. 1 Transactions and in connection with the payment of the Closing Date Dividend and
the Amendment No. 1 Dividend;
(i) to the extent constituting
Restricted Payments, transactions expressly permitted by Section 6.08 (other than Section 6.08(u)), Section 6.09
(other than Section 6.09(t)) or Section 6.10 (other than Sections 6.10(a), (e), (g), (h)**.**, (l), (o), (p) and (q)) shall be permitted;
(j) repurchases of Capital
Stock in Holdings (or any Parent Company thereof), the Borrower or any Subsidiary deemed to occur upon exercise of stock options or warrants
shall be permitted if such Capital Stock represents a portion of the exercise price of such options or warrants;
(k) payments in respect
of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any Controlled
Investment Affiliate or Immediate Family Member of any of the foregoing) relating to their acquisition of, or exercise of options relating
to, Capital Stock of Holdings (or any Parent Company), shall be permitted;
(l) the Borrower, Holdings
or any Restricted Subsidiary may make payments of compensation (other than the compensation referred to in Section 6.05(c))
to current or former employees, directors, officers, managers and consultants in the ordinary course of business;
(m) Restricted Payments
may be made pursuant to this Section 6.05 within sixty days after date of declaration of any such Restricted Payment if such
Restricted Payment was permitted on the date of declaration thereof;
(n) the Borrower and any
Restricted Subsidiary may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, AHYDO Catch-Up Payments
relating to any Indebtedness;
(o) Holdings and its Restricted
Subsidiaries may redeem, repurchase, retire or otherwise acquire, in each case for nominal value per right, of any rights granted to all
holders of Capital Stock of Holdings (or any Parent Company) or the Borrower pursuant to any stockholders’ rights plan adopted for
the purpose of protecting stockholders from unfair takeover tactics;
137
(p) Holdings and its Restricted
Subsidiaries may make Restricted Payments to dissenting stockholders pursuant to applicable law in connection with any merger, amalgamation,
consolidation or transfer of all or substantially all of Holdings’ and its Restricted Subsidiaries’ assets that complies with
the terms of this Agreement;
(q) Holdings and its Restricted Subsidiaries may make
payments in accordance with Section 6.10(r);
(r) so long as no Event
of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower may make Restricted Payments (and Holdings
may itself make Restricted Payments) so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recently
ended Test Period, shall not exceed 2.25:1.00; and
(s) the Borrower and its
Restricted Subsidiaries may make Restricted Payments arising from agreements providing for indemnification, reimbursement, adjustment
of purchase price, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent
earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted Acquisitions or other sales or purchases
of assets, in each case, not prohibited hereunder;
**Section 6.06** *Cash
Payments on Junior Financing*. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiaries to, declare,
order, pay, make or set apart, any Cash sum for any payments with respect to any Junior Financing, or in each case any Permitted Refinancing
thereof, except that:
(a) Holdings, the Borrower
or any Restricted Subsidiary may make regularly scheduled payments of interest, fees and indemnification obligations, expense reimbursements,
principal payments at maturity, prepayment premiums and default interest in respect of any Junior Financing in accordance with any applicable
intercreditor agreement; *provided* that if such Junior Financing is Subordinated Indebtedness, such payment is in accordance with
the terms of the subordination provisions contained in the indenture or other agreement pursuant to which such Subordinated Indebtedness
(including intercompany Subordinated Indebtedness) was issued as such indenture or other agreement may be amended from time to time to
the extent permitted under Section 6.14;
(b) [reserved];
(c) Holdings, the Borrower
or any Restricted Subsidiary may make prepayments in connection with a refinancing of any Junior Financing permitted under Section 6.02;
(d) (i) the Borrower
may make payments with the proceeds of, or conversions to, Qualified Capital Stock of Holdings (or any Parent Company) and with the proceeds
of contributions to the capital of, or from the issuances of Qualified Capital Stock of the Borrower (other than any Excluded Contribution,
any issuances to a Restricted Subsidiary, and any issuance included in the Available Amount or the proceeds of which are applied to a
payment or redemption pursuant to Section 6.05(c)(ii) or an Investment pursuant to Section 6.08(h) or (q))
and (ii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower
may make payments with the proceeds of Excluded Contributions;
(e) [reserved];
138
(f) Holdings, the Borrower
or any Restricted Subsidiary may make other payments of any Junior Financing as a result of a “change of control” or Disposition
so long as, in the case of a Disposition, any rights of the holders thereof upon such Disposition shall be subject to the prior repayment
in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments and the expiration,
cancellation, termination or Cash Collateralization of any Letters of Credit in accordance with the terms of this Agreement;
(g) Holdings, the Borrower
and the Restricted Subsidiaries may make other Cash payments with respect to any Junior Financing in an aggregate amount not to exceed
the Available Amount at such time so long as (i) no Event of Default shall have occurred and be continuing or would otherwise result
therefrom and (ii) so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Fiscal Quarter
for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or Section 5.01(b), shall not exceed 2.50:1.00;
(h) so long as no Event
of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings, the Borrower and the Restricted Subsidiaries
may make Cash payments with respect to any Junior Financing in an aggregate amount not to exceed the greater of $3,000,0004,000,000 and 5.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such payment for which financial
statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b));
(i) so long as no Event
of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings, the Borrower and the Restricted Subsidiaries
may make other Cash payments with respect to any Junior Financing so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the
last day of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available)
pursuant to Section 5.01(a) or (b), shall not exceed 2.25:1.00;
(j) Holdings and the Restricted
Subsidiaries may make AHYDO Catch-Up Payments relating to any Junior Financing; and
(k) to the extent they
constitute a Junior Financing, the Borrower and the Restricted Subsidiaries may pay obligations arising from agreements providing for
indemnification, reimbursement, adjustment of purchase price, deferred purchase price, payment obligations in respect of any non-compete,
consulting or similar arrangement, contingent earnout obligations or similar obligations, incurred in connection with Dispositions, Permitted
Acquisitions or other sales or purchases of assets, in each case, not prohibited hereunder.
**Section 6.07** *[Reserved]*.
**Section 6.08** *Investments*.
Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiaries to, make or hold any advance, loan, extension
of credit (by way of guarantee or otherwise) or capital contribution to, or purchase or hold any Capital Stock, bonds, notes, debentures
or other debt securities of any Person, or purchase or otherwise acquire (in one transaction or a series of related transactions) of all
or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business
or division of such Person (all of the foregoing, “Investments”), except:
(a) accounts receivable or notes receivable
arising from extensions of trade credit granted in the ordinary course of business;
139
(b) Investments in Cash and Cash Equivalents;
(c) loans and advances to employees, officers
and directors of Holdings, the Borrower and any Restricted Subsidiaries (i) in the ordinary course of business and consistent
with past practice for business related travel expenses, moving expenses and other similar expenses and (ii) for other bona
fide business purposes in an aggregate amount for Holdings, the Borrower and the Restricted Subsidiaries not to exceed $7,500,0009,000,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which
financial statements have been made available (or were required to be made available) at any one time outstanding;
(d) Investments made by
the Borrower and the Restricted Subsidiaries with the Net Proceeds of any Asset Sale or Net Insurance/Condemnation Proceeds to the extent
such proceeds are applied in accordance with Section 2.13(c);
(e) Investments (i) among
Holdings, the Borrower and the Subsidiary Guarantors (including any newly created Subsidiary that becomes a Subsidiary Guarantor) and
(ii) by any Non-Guarantor Subsidiary in any Loan Party (other than loans or advances, unless the Indebtedness in respect thereof
is subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent);
(f) subject to Section 1.07(g), Investments
by the Borrower, Holdings or any Subsidiary Guarantors in any Non-Guarantor Subsidiary in an aggregate outstanding amount not to exceed,
together with the aggregate outstanding amount of Investments made pursuant to clause (h)(iii) of this Section 6.08,
the greater of $7,500,0009,000,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which financial
statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b))
in the aggregate; and any modification, replacement, renewal, reinvestment or extension thereof (*provided* that the amount of the
original Investment is not increased except as otherwise permitted by this Section 6.08);
(g) Investments required
in connection with a Factoring Transaction permitted pursuant to this Agreement;
(h) acquisitions by
the Borrower, Holdings or any Restricted Subsidiary of all or substantially all of the outstanding Capital Stock or assets
(including a division or line of business) of Persons in any transaction or series of related transactions (each a
“Permitted Acquisition”); *provided* that, subject to Section 1.07(g), (i) no Default or
Event of Default has occurred or is continuing; (ii) after giving effect to such Permitted Acquisition, the Loan Parties are in
compliance with Section 6.11, (iii) unless such acquired Persons and their Subsidiaries become Non-Guarantor
Subsidiaries and pledge their assets as, and to the extent, required by Section 5.11, the aggregate consideration
(excluding proceeds of any consideration paid in Qualified Capital Stock) or consideration paid with the Available Amount paid by
the Borrower and the Non-Guarantor Subsidiaries in respect of all such Permitted Acquisitions shall not exceed, together with the
aggregate outstanding amount of Investments made pursuant to clause (f) of this Section 6.08, the greater of
$7,500,0009,000,000 and 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for which
financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b))
in the aggregate during the term of this Agreement and (iv) the Total Leverage Ratio, on a Pro Forma Basis, as of the last day
of the most recent Fiscal Quarter for which financial statements have been made available (or were required to be made available)
pursuant to Section 5.01(a) or (b), shall not exceed 2.75:1.00.
140
(i) Investments in Joint
Ventures and Similar Businesses in an aggregate amount at any time outstanding not to exceed the greater of $7,500,0009,000,000 and 12.5% Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been made
available (or were required to be made available);
(j) Investments by any Non-Guarantor Subsidiaries
or Foreign Subsidiaries in any other Non-Guarantor Subsidiaries or Foreign Subsidiaries;
(k) Investments by the
Borrower and Subsidiary Guarantors constituting a capital contribution or other transfer of Capital Stock in any Foreign Subsidiary in
connection with a Disposition permitted under Section 6.09(r);
(l) loans and advances
to employees, officers and directors of Holdings, the Borrower and any Restricted Subsidiaries to the extent used to acquire Capital Stock
of Holdings and to the extent such transactions are cashless;
(m) Investments in the
ordinary course of business consisting of prepaid expenses and endorsements of negotiable instruments for collection or deposit;
(n) Investments received
in settlement of amounts due to the Borrower and the Restricted Subsidiaries effected in the ordinary course of business or owing to the
Borrower and the Restricted Subsidiaries as a result of insolvency proceedings involving an account debtor or upon the foreclosure or
enforcement of any Lien in favor of the Borrower and the Restricted Subsidiaries;
(o) Investments in existence
or contemplated on the Closing Date and described in Schedule 6.08 and any modification, replacement, renewal, reinvestment or
extension thereof (*provided* that the amount of the original Investment is not increased except as otherwise permitted by this Section 6.08),
and any Investments, loans and advances existing on the Closing Date by Holdings, the Borrower or any Restricted Subsidiary in or to the
Borrower or any other Restricted Subsidiary;
(p) Investments of any
Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the Borrower or any
Restricted Subsidiary (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation
of such Person becoming a Restricted Subsidiary or of such consolidation, amalgamation or merger;
(q) (i) Investments
paid for with consideration which consists of (A) Capital Stock of Holdings or any Parent Company (other than Disqualified
Capital Stock) or (B) the proceeds of a substantially contemporaneous issuance or sale of Capital Stock of Holdings (other than
Disqualified Capital Stock), or a substantially contemporaneous contribution of Cash to Holdings, in each case, to the extent the
Net Proceeds thereof (if any), or such Cash shall be, as applicable, contributed to the Borrower and used by the Borrower or any
Restricted Subsidiary for such Investment or such Investment shall be contributed to the Borrower (other than issuances to a
Restricted Subsidiary, any Excluded Contribution, any issuance included in the Available Amount or the proceeds of which are applied
to a payment or redemption pursuant to Section 6.05(d), 6.06(d) or an Investment pursuant to Section 6.08(h))
and (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings and the Borrower may
make Investment with the proceeds of Excluded Contributions;
141
(r) Guarantees
by Holdings of the obligations of the Borrower or any Restricted Subsidiary of leases (other than Capital Leases) or of other obligations
that do not constitute Indebtedness, in each case entered into in the ordinary course of business;
(s)
Guarantees permitted by Section 6.02 (other than Sections 6.02(c) or (h));
(t)
Investments resulting from the receipt of non-Cash consideration received in connection with Dispositions permitted by Section 6.09;
(u)
loans and advances to Holdings or any Parent Company in lieu of and not in excess of the amount of (after giving effect to any other
loans or advances under this paragraph (u)) Restricted Payments permitted to be made to Holdings or such Parent Company in accordance
with Section 6.05 (with all such loans and advances reducing the amount of corresponding Restricted Payments available under Section 6.05);
(v)
so long as (i) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (ii) after
giving effect thereto the Loan Parties are in compliance with the Financial Covenant on a Pro Forma Basis as of the last day of the most
recent Fiscal Quarter prior to such Investment for which financial statements have been made available (or were required to be made available)
pursuant to Sections 5.01(a) and (b), Holdings and the Restricted Subsidiaries may make Investments in an amount not to exceed the
Available Amount at the time of any such Investment;
(w) advances
of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements
of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans
and arrangements in the ordinary course of business;
(x) deposits
in the ordinary course of business to secure the performance of operating leases or utility contracts, or in connection with obligations
in respect of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases, government contracts, trade contracts,
performance and return-of-money bonds, completion guarantees and other similar obligations (exclusive of obligations for the payment
of money) incurred in the ordinary course of business;
(y) Investments
consisting of licensing, sub-licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons
in the ordinary course of business;
(z) Investments
consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses,
sublicenses, leases or subleases of Intellectual Property in the ordinary course of business;
(aa) *de
minimis* Investments made in connection with the incorporation or formation of any newly created Restricted Subsidiary; *provided* that any amounts in excess of such *de minimis* Investments in any such Restricted Subsidiary must be permitted under this Section 6.08 other than under this paragraph (aa);
(bb) Investments
consisting of Hedge Agreements permitted under Section 6.02(r);
142
(cc)
in addition to Investments otherwise expressly permitted by this Section 6.08 and so long as no Event of Default shall have
occurred and be continuing or would otherwise result therefrom, Investments by the Borrower and the Restricted Subsidiaries in an
aggregate outstanding amount (valued at cost) not to exceed the greater of (x) $15,000,00019,000,000 and (y) 25.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b) and any modification, replacement, renewal, reinvestment or extension thereof ( *provided* that the amount of the
original Investment is not increased except as otherwise permitted by this Section 6.08);
(dd) so
long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom, the Borrower and the Restricted
Subsidiaries may make additional Investments so long as the Total Leverage Ratio, on a Pro Forma Basis, as of the last day of the most
recent Fiscal Quarter for which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b), shall not exceed 3.00:1.00;
(ee) the
Borrower and its Restricted Subsidiaries may make Investments to the extent necessary for such Restricted Subsidiary or the Borrower
to make capital expenditures in any Restricted Subsidiary or the Borrower; and
(ff) Investments
made by Holdings, the Borrower or any Restricted Subsidiary in or to any Unrestricted Subsidiary not to exceed the greater of (x) $7,500,0009,000,000 and (y) 12.5% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Investment for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)); *provided* that any Investment in or to any Unrestricted Subsidiary shall only be permitted to be made pursuant to
this clause (ff).
For purposes of covenant compliance with this
Section 6.05, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect
of such Investment.
**Section 6.09** *Fundamental
Changes; Disposition of Assets*. Neither Holdings, nor the Borrower shall, nor shall it permit any Restricted Subsidiary to,
enter into any transaction of merger, amalgamation or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or Dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of
any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except:
(a) any
Restricted Subsidiary of Holdings may be merged, amalgamated or consolidated with or into the Borrower or any Subsidiary Guarantor, or
be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of, in one transaction or
a series of transactions, to the Borrower or any Subsidiary Guarantor (and ratably to any other shareholder); *provided*, in the
case of such a merger, amalgamation or consolidation, the Borrower or such Subsidiary Guarantor, as applicable, shall be the continuing
or surviving Person and the Lien on and security interest in such Collateral granted or to be granted in favor of the Collateral Agent
under the Collateral Documents shall be maintained or created in accordance with, and to the extent required by, Section 5.11;
143
(b) (i) any
Non-Guarantor Subsidiary may be merged, amalgamated or consolidated with or into the Borrower or any other Restricted Subsidiary, or
be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be Disposed of, in one transaction or
a series of transactions, to the Borrower or any Restricted Subsidiary and (ii) any Immaterial Subsidiary may be liquidated, wound
up or dissolved, or all or any part of its business, property or assets may be Disposed of;
(c) any
Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the Lenders; *provided* that if a Subsidiary Guarantor liquidates
or dissolves in accordance with this Section 6.09(c), (i) all or substantially all of its assets shall be transferred
to, or otherwise assumed by, the Borrower or another Subsidiary Guarantor and (ii) no Event of Default shall have occurred and be
continuing at such time;
(d) any
Restricted Subsidiary may merge, amalgamate or consolidate with any other Person (including any Non-Guarantor Subsidiary or any Unrestricted
Subsidiary) in order to effect an Investment permitted pursuant to Section 6.08;
(e) so
long as no Default exists or would result therefrom, Holdings or the Borrower may (i) merge, amalgamate or consolidate with any
other Person; *provided* that Holdings or the Borrower, as applicable, shall be the continuing or surviving entity or the continuing
or surviving Person shall expressly assume the obligations of Holdings or the Borrower, as applicable, under the Loan Documents in a
manner reasonably acceptable to the Administrative Agent or (ii) change its legal form if Holdings or the Borrower, as applicable,
determines in good faith that such action is in the best interests of Holdings or the Borrower, as applicable; *provided* that (i) such
change does not materially impair any rights or privileges of the Lenders or any Agent under any Loan Document and (ii) in each
case, the continuing or surviving entity shall be an entity organized under the laws of the United States;
(f) so
long as no Default exists or would result therefrom, (i) Holdings may merge, amalgamate or consolidate with the Borrower; *provided* that (x) the Borrower shall be the continuing or surviving Person and (y) after giving effect to such merger, amalgamation
or consolidation, the direct parent of the Borrower shall expressly assume all the obligations of Holdings under this Agreement and the
other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative
Agent; and (ii) Holdings may merge, amalgamate or consolidate with any Parent Company that is an entity organized under the laws
of the United States; *provided* that Holdings shall be the continuing or surviving Person or the continuing or surviving Person
shall expressly assume the obligations of Holdings under the Loan Documents in a manner reasonably acceptable to the Administrative Agent;
(g) a
merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect a Disposition otherwise permitted
pursuant to this Section 6.09 may be effected;
(h)
[Reserved];
(i)
the Disposition of obsolete, worn out, damaged or surplus property in the ordinary course of business;
(j) the
sale of inventory in the ordinary course of business;
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(k) the
sale or issuance of Capital Stock (i) of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (*provided* that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a wholly-owned Subsidiary, Capital Stock of
such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of
the Loan Parties), and the sale or issuance of the Borrower’s Capital Stock to Holdings or (ii) in order to qualify members
of the board of directors or board of managers, as applicable, of any Restricted Subsidiary if required by any Requirements of Law;
(l) the
use, sale, exchange or other disposition of Cash or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement
or the other Loan Documents;
(m) the
licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;
(n) Dispositions
which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;
(o) licenses,
sublicenses, leases or subleases with respect to any property or assets (other than patents, trademarks, copyrights and other Intellectual
Property rights) granted to third Persons in the ordinary course of business; *provided* that the same do not in any material respect
interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole, or materially detract from the value of
the relative assets of the Borrower and the Restricted Subsidiaries, taken as a whole;
(p)
Dispositions to, between or among the Borrower and the Subsidiary Guarantors;
(q)
Dispositions between or among any Restricted Subsidiary that is not a Subsidiary Guarantor and any other Restricted Subsidiaries
that are not Subsidiary Guarantors;
(r) Dispositions
of any Foreign Subsidiary by the Borrower or a Subsidiary Guarantor to the Borrower or a Subsidiary Guarantor;
(s) the
settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;
(t) Dispositions
constituting (i) Investments permitted under Section 6.08, (ii) Restricted Payments permitted under Section 6.05 or (iii) Sale and Lease-Back Transactions permitted under Section 6.12;
(u) Dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset;
(v) Dispositions
of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;
(w) the
assignment, abandonment, cancellation or other disposition of Intellectual Property that the Borrower in its reasonable business judgment,
deems no longer commercially practical or useful to maintain;
(x) the
unwinding of any Hedge Agreement permitted under Section 6.02(r);
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(y) Dispositions
of Investments in Joint Ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture
parties set forth in Joint Venture arrangements and similar binding arrangements;
(z) Dispositions
of non-core assets (as determined by the Borrower in good faith) acquired in any Permitted Acquisition by the Borrower and any of the
Restricted Subsidiaries in an amount not to exceed 40% of the consideration paid for any such acquisition; *provided* that (i) not
less than 70% of the consideration payable to the Borrower and the Restricted Subsidiaries in connection with any such Disposition is
in the form of Cash or Cash Equivalents; *provided further* that any Designated Non-Cash Consideration received by the Borrower
or any Restricted Subsidiaries in respect of the applicable Disposition having an aggregate fair market value (as determined by the Borrower
in good faith, and taken together with all other Designated Non-Cash Consideration received that is outstanding at such time), not in
excess, of the greater of (x) $20,000,00026,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Disposition for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received
and without giving effect to subsequent changes in value, shall be deemed to be Cash, (ii) the consideration payable to the Borrower
and the Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such assets (as determined
by the Borrower in good faith) and (iii) the Net Proceeds therefrom shall be applied to make a mandatory prepayment in accordance
with Section 2.13;
(aa)
Dispositions of other property for fair market value, other than Intellectual Property material to the business of the Borrower and its
Restricted Subsidiaries (taken as a whole); *provided* that (i) not less than 75% of the consideration payable to the Borrower
and the Restricted Subsidiaries in connection with such Disposition is in the form of Cash or Cash Equivalents; *provided* that
(A) the amount of any secured Indebtedness or other Indebtedness of a Restricted Subsidiary that is not a Loan Party (as shown on
the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or any
Restricted Subsidiary of the Borrower that is assumed by the transferee of any such assets shall be deemed to be Cash and (B) any
Designated Non-Cash Consideration received by the Borrower or any Restricted Subsidiaries in respect of the applicable Disposition having
an aggregate fair market value (as determined by the Borrower in good faith, and taken together with all other Designated Non-Cash Consideration
received that is outstanding at such time), not in excess, of the greater of (x) $20,000,00026,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior to such Disposition for
which financial statements have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such time, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received
and without giving effect to subsequent changes in value, shall be deemed to be Cash, (ii) the consideration payable to the Borrower
and the Restricted Subsidiaries in connection with any such Disposition is equal to the fair market value of such property (as determined
by the Borrower in good faith), (iii) such Disposition does not constitute all or substantially all of the assets of the Borrower
and the Restricted Subsidiaries, taken as a whole and (iv) the Net Proceeds therefrom shall be applied to make a mandatory prepayment
in accordance with Section 2.13;
(bb) Dispositions
or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of
business (other than in connection with any financing transaction) and sales of assets received by the Borrower or any Restricted Subsidiary
from Persons other than Loan Parties upon foreclosure on a lien in favor of the Borrower of such Subsidiary;
146
(cc) any
exchange of property of the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) which qualifies as
a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange
of property by the Borrower or any Restricted Subsidiary (other than Capital Stock or other Investments) for property (other than Capital
Stock or other Investments) of another Person; *provided* that (i) such property is useful to the business of the Borrower
or such Restricted Subsidiary, (ii) the Borrower or such Restricted Subsidiary shall receive reasonably equivalent or greater market
value for such property (as reasonably determined by the Borrower in good faith) and (iii) such property will be received by the
Borrower or such Restricted Subsidiary substantially concurrently with its delivery of property to be exchanged;
(dd) Dispositions
having a fair market value not to exceed (i) $ 5,000,000 with respect to any such Disposition or series of related Dispositions
and (ii) $10,000,000 in the aggregate for any Fiscal Year;
(ee) Dispositions
of any Capital Stock or interests in any Joint Venture entity not constituting a Restricted Subsidiary to the extent required by the
applicable Joint Venture agreement or similar binding arrangements relating thereto;
(ff)
any issuance or sale of Capital Stock in, or Indebtedness or other Securities of, an Unrestricted Subsidiary (for fair market value);
and
(gg) Dispositions
or discounts of accounts receivable in connection with any Factoring Transaction permitted pursuant to this Agreement.
**Section 6.10** *Transactions with Affiliates*. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or
indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering
of any service) with any Affiliate of the Borrower on terms that are less favorable to the Borrower or that Restricted Subsidiary, as
the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not
an Affiliate involving payments for any such transaction or series of related transactions in excess of the greater of $12,000,00015,000,000 and 20.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements have been
made available (or were required to be made available); *provided* that the foregoing restriction shall not apply to:
(a) any
transaction between or among Holdings and its Restricted Subsidiaries;
(b) reasonable
and customary fees paid to, and indemnities in favor of, members of the board of directors (or similar governing body) of any Parent
Company, Holdings, the Borrower and the Restricted Subsidiaries;
(c) the
payment of customary fees, compensation (including severance, benefits, profit sharing and other incentive arrangements), and reasonable
out of pocket costs to, and indemnities provided on behalf of, employees, officers, directors, managers, or consultants of Holdings (or
any Parent Company), the Borrower and the Restricted Subsidiaries entered into in the ordinary course of business; *provided* that
this Section 6.10(c) shall not permit payment of fees of the type described in Section6.05(q);
(d) transactions
permitted by Section 6.02 or Section 6.08;
147
(e) commercial
transactions between or among the Borrower and/or one or more Restricted Subsidiaries in the ordinary course of business and with any
Person that becomes a Restricted Subsidiary as a result of such transaction;
(f) (i) the
Transactions, the issuance of Capital Stock to any employee, officer, director, manager or consultant of any Parent Company, Holdings,
the Borrower or any of the Restricted Subsidiaries in connection with the Transactions and the payment of fees and expenses relating
to the Transactions, including Transaction Costs; and
(ii) the Amendment No. 1 Transactions, the issuance of Capital Stock to any employee, officer, director, manager or consultant
of any Parent Company, Holdings, the Borrower or any of the Restricted Subsidiaries in connection with the Transactions and the payment
of fees and expenses relating to the Transactions, including Amendment No. 1 Transaction Costs;
(g)
Restricted Payments permitted under Section 6.05;
(h) loans
and other transactions among the Loan Parties and other Subsidiaries to the extent expressly permitted under this Article 6;
(i) transactions
pursuant to agreements in existence on the Closing Date or any amendment thereto to the extent such an amendment is not adverse to the
Lenders in any material respect;
(j) Investments
by the Permitted Investors directly or indirectly in Holdings (or any Parent Company) and payments required by Securities held by such
Permitted Investors to the extent such Securities were acquired as contemplated by this paragraph (j) or were acquired from
third parties;
(k) payments
to or from, and transactions with, Joint Ventures in the ordinary course of business;
(l) [reserved];
(m)
transactions with customers, clients, suppliers, Joint Venture partners or providers, purchasers or sellers of goods or services,
in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Borrower
and the Restricted Subsidiaries, in the reasonable determination of the senior management of the Borrower;
(n) the
payment of reasonable out-of-pocket costs and expenses related to registration rights and indemnities provided to shareholders under
any shareholder agreement;
(o) issuances
by Holdings and its Restricted Subsidiaries of Capital Stock not otherwise prohibited hereunder and the exercise of any options, warrants
or other rights to acquire Capital Stock of Holdings or any contribution to the capital of Holdings;
(p) transactions
between Holdings or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person
is also a director of Holdings or any Parent Company; *provided*, *however*, that such director abstains from voting as a director
of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person;
148
(q) transactions
approved by a majority of the disinterested members of the board of directors (or other similar governing body) of Holdings or any Restricted
Subsidiary of Holdings, as applicable; and
(r) (i) Holdings
or any Restricted Subsidiary may reimburse the Sponsor for the out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates
on or prior to the Closing Date in connection with the Transactions and, (ii) Holdings and its Restricted Subsidiaries may pay the out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates
in connection with its provision of management, consulting, advisory and similar services to Holdings, the Borrowers and the Restricted
Subsidiaries. and (iii) Holdings
or any Restricted Subsidiary may reimburse the Sponsor for the out-of-pocket costs and expenses incurred by the Sponsor and its Affiliates
on or prior to the Amendment No. 1 Effective Date in connection with the Amendment No. 1 Transactions.
**Section 6.11** *Conduct
of Business; Fiscal Year*.
(a) From
and after the Closing Date, the Borrower shall not, nor shall it permit any of the Restricted Subsidiaries to, engage in any material
line of business other than the businesses engaged in by the Borrower and the Restricted Subsidiaries on the Closing Date and similar
or reasonably related, complementary or ancillary businesses thereto and extensions thereof.
(b) The
Borrower and Holdings shall, and shall cause each of the Restricted Subsidiaries to, maintain its methodology for determining its Fiscal
Year end in the manner in which such methodology is applied on the Closing Date.
**Section 6.12** *Sale
and Lease-Back Transactions*. Enter into any Sale and Lease-Back Transaction unless, after giving effect thereto, the aggregate
outstanding amount of Attributable Indebtedness in respect of all Sale and Lease-Back Transactions does not at any time exceed $7,500,000
(together with the aggregate amount of Attributable Indebtedness permitted under Section 6.02), and the Liens in respect
thereof are permitted under Section 6.03.
**Section 6.13** *Amendments or Waivers of Charter Documents*. Except in connection with a transaction permitted by Section 6.09,
neither Holdings nor the Borrower shall, nor shall they permit any Loan Party to, agree to any material amendment, restatement, supplement
or other modification to, or waiver of any of its Organizational Documents, in each case in a manner that is materially adverse to the
Lenders in their respective capacities as such.
**Section 6.14** *Amendments of or Waivers with Respect to Certain Indebtedness*. Neither Holdings nor the Borrower shall, nor shall they
permit any Restricted Subsidiaries to, amend or otherwise change any of the material terms, agreements, covenants or conditions of or
applicable to any Junior Financing (including any Indebtedness in respect of any Permitted Refinancing thereof), if the effect of such
amendment or change, together with all other amendments or changes made, would be materially adverse to any Loan Party or the Lenders
(it being understood that any Permitted Refinancing or other transaction complying with Section 6.02(q) is not materially
adverse to any Loan Party or any Lender); provided that any documents related to any Junior Financing may be amended to the extent permitted
by any applicable intercreditor agreement, if any.
149
**Section 6.15** *Holdings*. Holdings shall not engage in any business or activity other than (a) the ownership of Capital Stock of the Borrower and its Subsidiaries
and activities and assets incidental thereto, (b) maintenance and administration of stock option and stock ownership plans and activities
incidental thereto, (c) the receipt and making of Restricted Payments to the extent permitted by Section 6.05, (d) concurrently
with the issuance of Capital Stock (other than Disqualified Capital Stock), the redemption, purchase or retirement of any Capital Stock
of Holdings using the proceeds of, or conversion or exchange of any Capital Stock of Holdings for, such Capital Stock, (e) the obtainment
of, and the payment of any fees and expenses for, management, consulting, investment banking and advisory services to the extent otherwise
permitted by this Agreement, (f) in connection with, and following the completion of, a Qualifying IPO, activities necessary or
reasonably advisable for or incidental to the initial registration and listing of Holdings (or any Parent Company’s) common stock
and the continued existence of Holdings (or any Parent Company) as a public company, (g) providing indemnification to officers and
directors, (h) participation in Tax, accounting and other administrative activities as a member of the consolidated group of companies,
if applicable, (i) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 6,
(j) liabilities and activities to comply with Requirements of Law, (k) maintaining its corporate existence, (l) the execution
and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder and (m) activities incidental
to the businesses of activities described in clauses (a) through (l) of this Section 6.15. Holdings shall not amend
any of its Organizational Documents in a manner materially adverse to the Lenders.
**ARTICLE 7**
**EVENTS OF DEFAULT**
**Section 7.01** *Events
of Default*. If any one or more of the following events shall occur (“Events of Default”):
(a) Failure
To Make Payments When Due. Failure by the Borrower to pay (i) when due any installment of principal of any Loan, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise or (ii) any interest on
any Loan or any fee or any other amount due hereunder within five days after the date due; or
(b) Default
in Other Agreements.
(i) (A) Failure
of any Loan Party or any of their respective Restricted Subsidiaries to pay when due any principal of or interest on or any other amount
payable in respect of one or more items of Material Indebtedness (other than Indebtedness referred to in (a) above or with
respect to Hedge Agreements), in each case beyond the grace period, if any, provided therefor or (B) an “event of default”
occurs with respect to (1) one or more items of Material Indebtedness or (2) any loan agreement, mortgage, indenture or other
agreement relating to such item(s) of Material Indebtedness, in each case beyond the grace period, if any, provided therefor, if
the effect of such event of default is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee on behalf
of such holder or holders) to cause, such Material Indebtedness to become or be declared due and payable (or redeemable) prior to its
stated maturity or the stated maturity of any underlying obligation, as the case may be; *provided* that, except with respect to
payment events of default or bankruptcy-related events of default under such Material Indebtedness, any such failure pursuant to this paragraph (b) is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the
Revolving Commitments or acceleration of the Loans pursuant to this Article 7; or
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(ii) the
occurrence under any Hedge Agreement or Hedging Obligation of an Early Termination Date (as defined in such Hedge Agreement) resulting
from (A) any event of default under such Hedge Agreement as to which any Loan Party is the Defaulting Party (as defined in such
Hedge Agreement) or (B) any Termination Event (as defined in such Hedge Agreement) as to which any Loan Party is an Affected Party
(as defined in such Hedge Agreement) and, in either event, the termination value with respect to any such Hedge Agreement owed by a Loan
Party as a result thereof greater than the greater of (x) $20,000,00026,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter prior for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such
time, and such Loan Party fails to pay such termination value when due after applicable grace periods.
(c) Breach
of Certain Covenants. Failure of any Loan Party to perform or comply with any term or condition contained in (i) Article 6
or (ii) Article 5; *provided* that only in the case of this clause (ii) such default shall not have
been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default (except
with respect to the covenants contained in (x) Section 5.01(a) and (b), which shall be subject to a 15 day
grace period and (y) Section 5.01(d), Section 5.02 and
Section 5.13 (solely with respect to the existence of the Borrower) and Section 5.13 which shall not be subject
to such grace period); or
(d) Breach
of Representations, Etc. Any representation, warranty, certification or other statement made or deemed made by any Loan Party in
any Loan Document or in any statement or certificate at any time required to be given by any Loan Party or any of its Subsidiaries in
writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made
or deemed made; *provided* that, solely to the extent such default is curable, such default shall not have been remedied or waived
within thirty days after receipt by the Borrower of notice from the Administrative Agent of such default; or
(e) Other
Defaults Under Loan Documents. Any Loan Party shall default in the performance of or compliance with any term contained herein or
any of the other Loan Documents, other than any such term referred to in any other section of this Article 7, and such default
shall not have been remedied or waived within thirty days after receipt by the Borrower of notice from the Administrative Agent of such
default; or
(f) Involuntary
Bankruptcy; Appointment of Receiver, Etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in
respect of Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) in an involuntary case, application
or proceeding under any Insolvency Law, which decree or order is not stayed; or any other similar relief shall be granted under any applicable
law or (ii) an involuntary case, application or proceeding shall be commenced against Holdings, the Borrower or any Restricted Subsidiary
(other than an Immaterial Subsidiary) under any Insolvency Law; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator,
trustee, custodian or other officer having similar powers over Holdings, the Borrower or any Restricted Subsidiary (other than an Immaterial
Subsidiary), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary
appointment of a receiver, receiver-manager, judicial manager, administrative receiver, administrator, examiner, liquidator, sequestrator,
trustee, custodian or other officer of Holdings, the Borrower or any of the Restricted Subsidiaries (other than its Immaterial Subsidiaries)
for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against
any substantial part of the property of Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial
Subsidiary), and any such event described in this Section 7.01(f) shall continue for sixty days without having been
dismissed, bonded or discharged; or
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(g) Voluntary
Bankruptcy; Appointment of Receiver, Etc. (i) Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial
Subsidiary) shall have an order for relief entered with respect to it or shall file a petition or application seeking relief or shall
otherwise commence a voluntary case or proceeding under any Insolvency Law, or shall consent to the entry of an order for relief in an
involuntary case or proceeding, or to the conversion of an involuntary case or proceeding to a voluntary case, under any such law, or
shall consent to the appointment of or taking possession by a receiver, receiver-manager, judicial manager, administrative receiver,
administrator, examiner, liquidator, sequestrator, trustee, custodian or other officer for all or a substantial part of its property;
or Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary) shall make any assignment for the
benefit of creditors or (ii) Holdings, the Borrower or any of the Restricted Subsidiaries (other than an Immaterial Subsidiary)
shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or
(h) Judgments
and Attachments. Any one or more final, non-appealable money judgments, writs or warrants of attachment or similar process involving
in the aggregate at any time an amount in excess of the greater of (x) $20,000,00026,000,000 and (y) 35.0% of Consolidated Adjusted EBITDA as of the last day of the most recent Fiscal Quarter for which financial statements
have been made available (or were required to be made available) pursuant to Section 5.01(a) or (b)) at such
time, (in each case to the extent not adequately covered by insurance as to which a solvent insurance company has not denied coverage)
shall be entered or filed against Holdings, the Borrower or any of the Restricted Subsidiaries or any of their respective assets and
shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to
the date of any proposed sale thereunder); or
(i) Dissolution.
Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution, windup or split up of such Loan Party
(other than as not prohibited by Section 6.09) and such order shall remain undischarged or unstayed for a period in excess
of thirty days; or
(j) Employee
Benefit Plans. There shall occur one or more ERISA Events which individually or in the aggregate results, or could reasonably be expected
to result, in a Material Adverse Effect; or
(k) Change of Control. A Change of Control shall occur; or
(l) Guaranties, Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof, (i) the
Loan Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other
than in accordance with its terms) or shall be declared to be null and void or any Loan Guarantor shall repudiate in writing its obligations
thereunder, (ii) this Agreement or any material Collateral Document ceases to be in full force and effect (other than by reason
of a release of any of the Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in
accordance with the terms hereof or any other termination of such Collateral Document in accordance with the terms hereof or thereof)
or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected (to the extent
required to be perfected) Lien in any material portion of the Collateral purported to be covered by the Collateral Documents with the
priority required by the relevant Collateral Document, in each case for any reason other than an action of the Collateral Agent
or any Secured Party or the failure of the Collateral Agent or any Secured Party to take any action within its control or (iii) any
Loan Party shall contest in writing the validity or enforceability of any Loan Document in writing or deny in writing that it has any
further liability, including with respect to future advances by the Lenders, under any Loan Document to which it is a party; or
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(m) Subordination.
The Obligations shall cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing
any Subordinated Indebtedness that constitutes Material Indebtedness or such subordination provision shall be invalidated or otherwise
cease, for any reason, to be valid, binding and enforceable obligations of the parties thereto.
**Section 7.02** *Remedies*. Upon any Event of Default (other than an event with respect to any Loan Party described in paragraph (f) or (g) of Section 7.01), 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, declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable),
and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable immediately and any and all outstanding Letters of Credit
shall be required to be Cash Collateralized in an amount equal to 100% of the face amount thereof, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower; *provided* that upon the occurrence of an event with
respect to any Loan Party described in clause (f) or (g) of Section 7.01, the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived
by the Borrower, without further action of the Administrative Agent or any Lender; *provided, further*, that after the occurrence
of an Event of Default resulting from a breach of Section 6.01 (a “Financial Covenant Event of Default”),
if the Borrower has given the Administrative Agent notice as and when contemplated by Section 6.01 that the Borrower intends
to cure such breach with the proceeds of a Specified Equity Contribution, neither the Lenders nor the Administrative Agent shall accelerate
the Loans, or take any other remedy set forth in this Agreement for a period commencing upon the Administrative Agent’s receipt
of such notice through the Cure Expiration Date with respect to such breach. Upon the occurrence and the continuance of an Event of Default,
the Agents may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Agents under the Loan
Documents or at law or equity, including all remedies provided under the UCC.
**ARTICLE 8**
**THE AGENTS**
**Section 8.01** *General.*
(a) Each
of the Lenders, the Issuing Bank and each other Secured Party hereby irrevocably appoints (a) JPMorgan (and any successor Administrative
Agent appointed as provided herein) to act on its behalf as the administrative agent hereunder and under the Loan Documents (and JPMorgan
hereby accepts such appointment) and (b) JPMorgan (and any successor Collateral Agent as provided herein) to act on its behalf,
and on behalf of the Secured Parties, as the collateral agent hereunder and under the Loan Documents (and JPMorgan hereby accepts such
appointment), and authorizes the Agents to take such actions on its behalf, including execution of the other Loan Documents, and to exercise
such powers as are delegated to the Agents by the terms of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto. Each Issuing Bank shall be deemed to be an "Agent" for all purposes of this Article 8. Notwithstanding
anything to the contrary in this Article 8 and in this Agreement otherwise, any discretionary rights or other provisions
that are non-administrative in nature shall vest in, and be carried out by, the Administrative Agent at the direction of the Required
Lenders.
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(b) Each
Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Loan Parties or any subsidiary of a Loan Party or other Affiliate thereof as if it were not an Agent
hereunder.
(c) The
Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality
of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the applicable Agent is required to
exercise in writing as directed by the Lead Arrangers, the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan
Documents, the Agents shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to any Loan Party or any of its Subsidiaries that is communicated to or obtained by the Person serving as an Agent or any of its Affiliates
in any capacity. Neither Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of
the Lead Arrangers or the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances
as provided in Section 9.02) or (ii) in the absence of its own gross negligence or willful misconduct. For the avoidance
of doubt, no action taken or not taken by any Agent at the consent or request of the Lead Arrangers or the Required Lenders shall constitute
gross negligence or willful misconduct (provided, that in the event of a conflict between the direction to an Agent by the Lead Arrangers
and direction to such Agent by the Required Lenders, the direction provided by the Lead Arrangers shall control. Neither Agent shall
be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender,
and the Agents shall not be responsible for or have any duty to ascertain or inquire into any statement, warranty or representation made
in or in connection with (i) any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document
or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence
or value of the Collateral, or (vi) the satisfaction of any condition set forth in Article 4 or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Agents.
(d) The
Agents shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall
not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.
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(e) Each
Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such
Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties
of the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facility provided for herein as well as activities as Agent. The Borrower shall make all payments pursuant to Section 2.11 to the Administrative Agent and not to any sub-agent described in this Section 8.01.
(f) Each
Agent may resign at any time upon thirty (30) days’ prior written notice (or following a shorter time period as reasonably agreed
to by the Borrower in its sole discretion) to the other Agent, the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, with the consent (not to be unreasonably withheld or delayed) of the Borrower, to appoint a successor Agent;
provided that, during the existence and continuation of an Event of Default under Section 7.01(a), (f) or (g),
no consent of the Borrower shall be required. If no successor shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf
of the other Agent and the Lenders, appoint a successor Agent which shall be a commercial bank or an Affiliate of any such commercial
bank reasonably acceptable to the Borrower. If no successor Agent has been appointed pursuant to the immediately preceding sentence by
the 30th day after the date such notice of resignation was given by such Agent, such Agent’s resignation shall nonetheless become
effective and the Required Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document
until such time, if any, as the Required Lenders appoint a successor Administrative Agent and/or Collateral Agent, as the case may be,
with the consent of the Borrower to the extent required above. Upon the acceptance of its appointment as an Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation
hereunder, the provisions of this Article 8 and Section 9.03 shall continue in effect for the benefit of such
retiring 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 it was acting as an Agent.
**Section 8.02** *Lender
Acknowledgement.*
(a) Each
Lender acknowledges that it has, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or
thereunder.
(b) Each
Lender acknowledges that it has, independently and without reliance upon any Agent, Lead Arranger or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon any Agent, Lead Arranger or any other Lender and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder
or thereunder.
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(c) Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:
(i) such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,
(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain 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,
(iii) (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied 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, or
(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.
In addition, unless either (1) sub-clause
(i) in the immediately preceding clause (c) is true with respect to a Lender or (2) a Lender has provided another
representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (c),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the
Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related hereto or thereto).
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The Lead Arrangers shall not have any obligation, liability, responsibility
or duty under this Agreement other than those applicable to all Lenders as such.
**Section 8.03** *Erroneous
Payments.*
(a) Each
Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its
sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates were erroneously or mistakenly
transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous Payment”)
and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business
Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand
was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the
date such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable
law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or
right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous
Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory
or doctrine. A notice of the Administrative Agent to any Lender under this clause (a) shall be conclusive, absent manifest error.
(b) Without
limiting immediately preceding clause (a), each Lender hereby further agrees that if it receives a payment from the Administrative Agent
(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment
sent by the Administrative Agent, (y) that was not preceded or accompanied by notice of payment, or (z) that such Lender otherwise
becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case, if an error has been made
each such Lender is deemed to have knowledge of such error at the time of receipt of such Erroneous Payment, and to the extent permitted
by applicable law, such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives, any claim, counterclaim,
defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return
of any Erroneous Payments received, including without limitation waiver of any defense based on “discharge for value” or
any similar theory or doctrine. Each Lender agrees that, in each such case, it shall promptly (and, in all events, within one (1) Business
Day of its knowledge (or deemed knowledge) of such error) notify the Administrative Agent of such occurrence and, upon demand from the
Administrative Agent, it shall promptly, but in all events no later than one (1) Business Day thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency
so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds greater of the NYFRB Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time
to time in effect.
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(c) The
Borrower and each other Loan Party hereby agree that (x) in the event an Erroneous Payment (or portion thereof) is not recovered
from any Lender that has received such Erroneous Payment (or portion thereof) for any reason (and without limiting the Administrative
Agent’s rights and remedies under this Section 8.03(c)), the Administrative Agent shall be subrogated to all the rights
of such Lender with respect to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy
any Obligations owed by the Borrower or any other Loan Party; *provided* that this Section 8.03 shall not be interpreted
to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of
the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment
not been made by the Administrative Agent; *provided, further,* that for the avoidance of doubt, the immediately preceding clause
(y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment
that is, comprised of funds received by the Administrative Agent from the Borrower used to make such Erroneous Payment.
(d) In
addition to any rights and remedies of the Administrative Agent provided by law, the Administrative Agent shall have the right, without
prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law, with respect
to any Erroneous Payment for which a demand has been made in accordance with this Section 8.03 and which has not been returned
to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time
or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative
Agent or any of its Affiliates, branch or agency thereof to or for the credit or the account of such Lender. The Administrative Agent
agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure
to give such notice shall not affect the validity of such setoff and application.
Each party’s obligations under this Section 8.03 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement
of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof)
under any Loan Document.
**Section 8.04** *Borrower
Communications.*
(a) The
Administrative Agent, the Lenders and the Issuing Banks agree that the Borrower may, but shall not be obligated to, make any Borrower
Communications to the Administrative Agent through an electronic platform chosen by the Administrative Agent to be its electronic transmission
system (the “Approved Borrower Portal”).
(b) Although
the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system),
each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the distribution of material through an
electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives
or contacts of the Borrower that are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated
with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower hereby approves distribution of Borrower Communications
through the Approved Borrower Portal and understands and assumes the risks of such distribution.
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(c) THE
APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER
COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LEAD ARRANGER OR ANY OF THEIR RESPECTIVE
RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING
BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS
THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.
“ Borrower Communications”
means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment, notice requesting the issuance, amendment
or extension of a Letter of Credit or other 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 Borrower
to the Administrative Agent through an Approved Borrower Portal.
(d) Each
of the Lenders, each of the Issuing Banks and the Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.
(e) Nothing
herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Document in any other
manner specified in such Loan Document.
**ARTICLE 9**
**MISCELLANEOUS**
**Section 9.01** *Notices*.
(a) Except
in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by facsimile or electronic mail, as follows:
(i) If
to any Loan Party, to the Borrower at:
LYMI Inc.
2263 E Vernon Ave
Vernon, CA 90058
Attention: [***] [***]
Email: [***] [***]
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With copies to:
Permira Advisers
3000 Sand Hill Road, Building 1 Suite 170
Menlo Park, CA
Attention: **[***]**
Email: **[***]**
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Attention: [***] [***]
Email: **[***]** **[***]**
Phone: [***] [***]
(ii) if
to the Administrative Agent or to the Collateral Agent, to JPMorgan Chase Bank, N.A., at the address separately provided to the Borrower;
(iii) if
to an Issuing Bank, to it at the address separately provided to the Borrower;
(iv) if
to the SwinglineSwing Line Lender, at the address separately provided to the Borrower;
(v) if
to any other Lender, to it at such address, facsimile number, electronic mail address or telephone number as shall be designated by such
Lender in a notice to the Administrative Agent, the Borrower, and, in the case of a Revolving Lender, to the Issuing Bank and Swing Line
Lender.
All such notices and other
communications (i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have
been given when received, (ii) sent by facsimile shall be deemed to have been given when sent and when receipt has been confirmed
by telephone or (iii) sent by electronic mail, shall be deemed to have been given upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
or telephonic acknowledgement); *provided* 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. In no event shall a voice mail message be effective
as a notice, communication or confirmation hereunder.
(b) Notices
and other communications to the Borrower, any Loan Party, the Lenders, the Administrative Agent and the Issuing Banks hereunder may be
delivered or furnished by using Approved Borrower Portals, pursuant to procedures approved by the Administrative Agent; *provided* that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the
applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; *provided* that approval of such procedures
may be limited to particular notices or communications.
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(c) Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet
or intranet websites) pursuant to procedures approved by the Administrative Agent; *provided* that the foregoing shall not apply
to notices pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. Each Agent
and the Borrower (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; *provided* that approval of such procedures may be limited to
particular notices or communications. All such notices and other communications (i) sent to an e-mail address shall be deemed received
upon sending unless a “failure to deliver” notice is received within 30 minutes of sending; *provided* that (a) an
“out of office” or similar reply does not constitute a failure to deliver notice, and (b) if not given during the normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice
or communication is available and identifying the website address therefor; *provided*, *further*, that each Loan Party understands
that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other
risks associated with such distribution and agrees to and assumes the risks associated with such electronic distribution, except to the
extent caused by the bad faith, willful misconduct or gross negligence of, or breach of this Agreement by, the Administrative Agent,
as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(d) Any
party hereto may change its address or facsimile number or email address for notices and other communications hereunder by written notice
to the other parties hereto or in the case of the Loan Parties, to the Administrative Agent for distribution to the other parties hereto.
**Section 9.02** *Waivers;
Amendments*.
(a) No
failure or delay by any Agent or Lender in exercising any right or power hereunder or under any other Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps
to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights
or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, to the extent permitted by law, the making of a Loan shall not be construed as a waiver of any Default,
regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time.
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(b) Except
as otherwise provided in this Agreement or any other Loan Document, neither this Agreement nor any other Loan Document nor any provision
hereof or thereof may be waived, amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders; *provided*, that no such waiver amendment or modification shall be effective as it relates to the Administrative Agent until such
time as the Administrative Agent has received a fully executed copy of such waiver, amendment or modification) or (ii) in
the case of any other Loan Document (other than (1) any such amendment to effectuate any modification thereto expressly contemplated
by the terms of such other Loan Documents or (2) the Administrative Agent Fee Letter and the Fee Letters which may be amended in
writing by the parties party thereto), pursuant to an agreement or agreements in writing entered into by the Administrative Agent (or
Collateral Agent, as applicable) and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; *provided* that no such agreement shall (A) increase or extend the Commitment of any Lender without the written consent of
such Lender directly and adversely affected thereby; it being understood that a waiver of any condition precedent set forth in Article 4 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitment shall not constitute an
increase of any Commitment of any Lender, (B) reduce the principal amount of any Loan or reduce the rate of interest thereon, or
reduce any interest or fee (including premiums) payable, or waive or excuse any such payment, hereunder without the written consent of
each Lender directly and adversely affected thereby; *provided* that only the consent of the Required Lenders shall be necessary
to amend the provisions of Section 2.15 providing for the default rate of interest or to waive any obligations of the Borrower
to pay interest at such default rate and any change to the definition of First Lien Leverage Ratio or the component definitions thereof
or the waiver or amendment to the time periods for delivery of financial statement and or related certificates shall not constitute a
reduction, waiver or excuse of any interest payable hereunder, (C) postpone any scheduled date of payment of the principal amount
of any Loan or any date for the payment of any interest or fees payable hereunder without the written consent of each Lender directly
and adversely affected thereby; it being understood that the waiver of, or the amendment to the terms of, any mandatory prepayment of
the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest, (D) change any of
the provisions of this Section 9.02(b) or the definition of “Required Lenders” without the written consent
of each Lender (it being understood that additional extensions of credit pursuant to this Agreement may be included in the determination
of Required Lenders or this Section 9.02 without the consent of any Lender if they are included on substantially the same basis
as the Initial Loans), (E) except as provided in paragraph (g) of this Section 9.02, Section 9.20, Section 10.12 or in any Collateral Document, release all or substantially all of the Collateral or all or substantially all
of the value of the Loan Guaranty, without the written consent of each Lender (it being understood that a transaction permitted under Section 6.09 shall not constitute a release of all or substantially all of the Collateral), (F) except to the extent
necessary to give effect to the express intentions of this Agreement (including Section 2.23, Section 2.24, Section 2.25 and this Section 9.02), amend Section 2.20(b), Section 2.20(c), Section 2.13(c) (with
respect to the payment of any proceeds described therein) or the definition of “Pro Rata Share” without the consent of each
Lender directly and adversely affected thereby; *provided* that (x) no Lender consent is required to effect a Refinancing Amendment
or an Incremental Assumption Agreement or an Extension (except as expressly provided in Section 2.23, Section 2.24 or Section 2.25 as applicable), (y) in connection with an amendment that addresses solely a re-pricing transaction in
which any tranche of Loans is refinanced with a replacement tranche of loans bearing (or is modified in a manner such that the resulting
loans bear) a lower effective yield (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Loans
subject to such permitted repricing transaction that will continue as Lenders in respect of the repriced tranche of Loans or modified
Loans shall be required for such Permitted Repricing Amendment and (z) no such agreement shall amend, modify or otherwise directly
or adversely affect the rights or duties of (I) any Agent hereunder without the prior written consent of such Agent or (II) the
Swing Line Lender, without the prior written consent of the Swing Line Lender or (III) any Issuing Bank, without the prior written
consent of such Issuing Bank, (G) change the currency in which any Loan or Commitment is denominated without the written consent
of the Lender holding such Loan or Commitment and the Administrative Agent; it being understood that designations of additional Designated
Foreign Currencies in accordance with the definition thereof shall not constitute a change of currency or (H) subordinate (x) any
of the liens securing any of the obligations of the Borrower and the other Loan Parties in respect of the Facilities (“Existing
Liens”) to the liens securing any other indebtedness or other obligations or (y) any of the obligations of the Borrower
and the other Loan Parties in respect of the Facilities in right of payment, contractual, structural or otherwise, to any other indebtedness
or other obligations, in each case, unless such Lenders have been offered a bona fide opportunity to participate on a ratable basis in
such other indebtedness or obligations on substantially similar terms and economics, and the Lenders have no less than five (5) Business
Days to accept such offer or (I) reduce the percentage contained in
the definition of the term “Required Delayed Draw Term Lenders” without the prior written consent of each 2026 Delayed Draw
Term Lender.
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(c) The
Administrative Agent may also amend the Term Loan Commitment Schedule or , the Revolving Loan Commitment Schedule, the 2026 Initial Term Loan Commitment
Schedule or the 2026 Delayed Draw Term Commitment Schedule to reflect assignments entered into pursuant to Section 9.04, Incremental
Assumption Agreements entered into pursuant to Section 2.23 and Refinancing Amendments entered into pursuant to Section 2.24 and Extensions entered into pursuant to Section 2.25.
(d) Notwithstanding
the foregoing, (i) only the consent of the Required Revolving
Lenders shall be necessary to amend, modify or waive any condition precedent set forth in Section 4.02 with respect to the
making of Revolving Loans, Swing Line Loans or the issuance of Letters of Credit and
(ii) only the consent of the Required Delayed Draw Term Lenders shall be necessary to amend, modify or waive any condition precedent
set forth in Section 4.02 with respect to the making of 2026 Delayed Draw Term Loans.
(e) Notwithstanding
anything to the contrary contained in this Section 9.02, any Lender that is at the time a Defaulting Lender shall not have
any voting or approval rights under this Agreement or any other Loan Document and shall be excluded in determining whether all Lenders,
all affected Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver
pursuant to this Section 9.02); *provided* that, any waiver, amendment or modification (x) requiring the consent
of all Lenders or each affected Lender or (y) that affects any Defaulting Lender more adversely than other affected Lenders, shall
in each case require the consent of such Defaulting Lender.
(f) If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
directly and adversely affected thereby”, the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrower may, elect to (x) terminate the relevant Commitment of the Non-Consenting Lender or (y) replace each Non-Consenting
Lender as a Lender party to this Agreement; *provided* that concurrently with such replacement, (i) in the case of a replacement,
another bank or other entity which is a Lender or which is reasonably satisfactory to the Borrower and the Administrative Agent shall
agree, as of such date, to purchase for Cash at par the Loans and other Obligations (including Letters of Credit and Swing Line Loans)
due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of Section 9.04(b),
(ii) in the case of a replacement, the Borrower or replacement Lender shall pay the processing and recordation fee referred to in Section 9.04(b)(ii)(B), if applicable, in accordance with the terms of such Section, (iii) in the case of a replacement,
the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent and (iv) the
Borrower (in the case of a termination) or the replacement lender (in the case of a replacement) shall pay to such Non-Consenting Lender
in same day funds on the day of such termination or replacement (A) all interest, fees, prepayments and other amounts then accrued
but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation
payments due to such Non-Consenting Lender under Section 2.17 and Section 2.19, and (B) in the case of a
termination, an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.18 had the Loans of such Non-Consenting Lender been prepaid on such date. Each Lender agrees that if it is replaced pursuant to this Section 9.02(f),
it shall execute and deliver to the Administrative Agent an Assignment and Assumption to evidence such sale and purchase and shall deliver
to the Administrative Agent any promissory note (if the assigning Lender’s Loans are evidenced by promissory notes) subject to
such Assignment and Assumption; *provided* that the failure of any Lender replaced pursuant to this Section 9.02(f) to
execute an Assignment and Assumption shall not render such sale and purchase (and the corresponding assignment) invalid.
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(g) In
addition, notwithstanding anything to the contrary contained in this Section 9.02 or any Loan Document (but subject to clauses
(A), (B) and (C) of the first proviso to Section 9.02(b)), (i) the Borrower and the Administrative
Agent may, without the input or consent of any other Lender, effect amendments to this Agreement and the other Loan Documents as may
be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.23, Section 2.24, Section 2.25 or Section 2.26 or to implement any additional Designated Foreign Currency,
(ii) if the Administrative Agent and the Borrower have jointly identified an obvious error or any error or omission of a technical
nature or any ambiguity, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be
permitted to amend such provision and (iii) guarantees, collateral security documents and related documents executed by Holdings
or Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended,
supplemented or waived without the consent of any Lender if such amendment, supplement or waiver is delivered in order to (x) comply
with local law or advice of local counsel, (y) cure ambiguities, omissions, mistakes or defects or (z) cause such guarantee,
collateral security document or other document to be consistent with this Agreement and the other Loan Documents.
**Section 9.03** *Expenses; Indemnity; Damage
Waiver*.
(a) The
Borrower shall pay (i) all reasonable and documented out-of-pocket costs and expenses (including, but not limited to, expenses relating
to due diligence investigation and travel expenses) incurred by the Agents, the Lead Arrangers, each Issuing Bank and their respective
Affiliates, limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements of Davis
Polk & Wardwell LLP, counsel for the Agent, and, if necessary, of one local counsel in any other relevant jurisdiction to such
Persons, taken as a whole, one special counsel and solely in the case of an actual or perceived conflict of interest, one additional
counsel to all affected Persons, in connection with the syndication and distribution (including, without limitation, via the Internet
or through a service such as IntraLinks) of the credit facilities provided for herein and the preparation, negotiation, execution and
delivery of the Loan Documents and related documentation any security arrangements in connection therewith, (ii) all reasonable
and documented out-of-pocket costs and expenses incurred by the Lead Arrangers, the Agents and their respective Affiliates, limited,
in the case of attorneys’ fees, to the actual reasonable and documented fees, charges and disbursements of one legal counsel to
the Agents, taken as a whole, and one legal counsel to the Lead Arrangers, and if necessary, of one local counsel in any other relevant
jurisdiction (which may include a single special counsel acting in multiple jurisdictions) to such Persons, taken as whole, one special
counsel and solely in the case of an actual or perceived conflict of interest, one additional counsel to all affected Persons, in connection
with any amendments, modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby
shall be consummated), (iii) all reasonable and documented out-of-pocket costs and expenses incurred by the Agents, the Lead
Arrangers, the Issuing Bank and the Lenders, limited, in the case of attorneys’ fees, to the actual reasonable, documented fees,
charges and disbursements of one legal counsel retained by the Agents, taken as a whole, and any receiver appointed pursuant to the Collateral
Documents, and, if necessary, one local counsel in any other relevant jurisdiction (which may include a single special counsel acting
in multiple jurisdictions) to such Persons, taken as a whole, one special counsel and solely in the case of an actual or perceived conflict
of interest, one additional counsel to all affected Persons in connection with the enforcement, collection or protection of its rights,
in connection with the Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made
or Letters of Credit issued hereunder, including all such reasonable and documented out-of- pocket costs and expenses incurred during
any workout, restructuring, bankruptcy or related negotiations in respect of such Loans and/or Letters of Credit, (iv) subject to
any other provisions of this Agreement, of the Loan Documents or of any separate agreement entered into by the Borrower and the Administrative
Agent with respect thereto, all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in the
administration of the Loan Documents.
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Other than to the extent required
to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the Borrower within thirty days
of receipt of an invoice relating thereto and setting forth such expenses in reasonable detail and such other backup documentation as
the Borrower shall reasonably request.
(b) The
Borrower shall indemnify (x) each Agent and each Related Party or advisor or attorney of any of the foregoing Persons (each such
Person being called an “Agent Indemnitee”), and (y) the Lead Arrangers, Issuing Bank and each Lender
(including the Swing Line Lender), and each Related Party or advisor or attorney of any of the foregoing Persons (each such Person being
called a “Lender Indemnitee”; and together with each Agent Indemnitee, each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all actions, suits, investigation, inquiry, losses, claims, damages, liabilities
and proceedings (limited, in the case of attorneys’ fees, to the actual reasonable, documented fees, charges and disbursements
of one counsel for all Agent Indemnitees, taken as a whole, and of one counsel for all Lender Indemnitees, taken as a whole, and, solely
in the case of an actual conflict of interest, one additional counsel to all affected Indemnitees, taken as a whole, and, if reasonably
necessary, one local counsel (which may include a single local counsel acting in multiple jurisdictions) in any relevant jurisdiction
to such Persons, taken as a whole) of any kind or nature whatsoever which may be incurred by or asserted against or involve any such
Indemnitee as a result of or arising out of or in connection with (i) the syndication of credit facilities provided for herein and
all activities related thereto, the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby,
the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions,
the Amendment No. 1 Transactions or any other transactions contemplated hereby or thereby, (ii) any Environmental Liability
related in any way to Holdings or any of its Subsidiaries or to any business or property owned, leased or operated by the Loan Parties
or any of its Subsidiaries or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless
of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); *provided* that such indemnity shall not, as to any Indemnitee, be available in respect of (A) any loss, claim, damage, liability
or expense (1) to the extent that it is determined by a final non-appealable judgment of a court of competent jurisdiction that
such loss, claim, damage, liability or expense resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee
or any of its Related Parties or (y) except for the Agents, the material breach of the obligations under this Agreement or any Loan
Document by such Indemnitee or any of its Related Parties or (2) arising out of, or in connection with, any Adverse Proceeding
that does not involve an act or omission by the Borrower’s Affiliates and that is brought by an Indemnitee (or any of its Related
Parties) against any other Indemnitee (or any of its Related Parties) (other than any Adverse Proceeding against any Indemnitee (or any
of its Related Parties) in its capacity as a Lead Arranger, Agent or similar role, or the Issuing Bank or any Swing Line Lender in its
capacity as such hereunder) or (B) except for the Agents (who shall provide Borrower notice prior to any such Agent entering into
a settlement), any settlement entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably
withheld or delayed); *provided*, that, with respect to any proceeding described under this paragraph (b), if any such settlement
is entered into with the written consent of the Borrower or if such proceeding is determined by a final judgment of a court of competent
jurisdiction, then the Borrower shall indemnify each Indemnitee to the extent and in the manner set forth in this paragraph (b).
Notwithstanding the foregoing, each Indemnitee shall be obligated to promptly refund and return any and all amounts paid by the Borrower
to such Indemnitee for fees, expenses or damages to the extent such Indemnitee is not entitled to the payment of such amounts in accordance
with the terms hereof. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent
losses, claims, damages, etc. arising from any non-Tax claim.
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(c) To
the extent that the Borrower fails to timely pay any amount required to be paid by it to an Agent under paragraph (a) or (b) of this Section 9.03, each Lender (without limiting Borrower’s obligation to do so) severally agrees
to indemnify, hold harmless and timely reimburse each Agent such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought; provided, that if at the time of such indemnification or reimbursement,
all Commitments have been terminated and the Obligations paid in full, each Lender’s Applicable Percentage shall be determined
as of the date immediately preceding the day such Obligations were paid in full) of such unpaid amount; *provided* that the unreimbursed
expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against
such Agent in its capacity as such.
(d) Notwithstanding
anything to the contrary in the Agreement, (i) no Indemnitee shall be responsible or liable for damages arising from the unauthorized
use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission
except to the extent determined in a final judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s
or its Related Parties’ gross negligence, bad faith or willful misconduct, and (ii) without limitation of the Borrower’s
indemnification obligations set forth in this Section 9.03, none of the Borrower, Holdings, any Indemnitee nor any of their
Related Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) for any indirect, special, punitive
or consequential damages arising out of, related to or in connection with this Agreement or any Loan Document.
(e) All
amounts due under this Section 9.03 shall be paid promptly within thirty days of written demand therefor (together with backup
documentation supporting such reimbursement request).
This Section 9.03 shall survive the termination of the
Commitments, the payment of all Obligations and the resignation of any Agent, as the case may be
**Section 9.04** *Successors and Assigns*.
(a) The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) (*provided* that a merger, consolidation, amalgamation or similar transaction not otherwise prohibited hereby
shall not constitute an assignment or transfer) and (ii) no Lender may assign, sell a participation or otherwise transfer its rights
or obligations hereunder except in accordance with this Section (and any attempted assignment, participation or transfer not complying
with the terms of this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent
provided in paragraph (c) of this Section 9.04) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
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(b) (i) Subject
to the conditions set forth in clause (b)(ii) below, any Lender may assign to one or more Eligible Assignees or any other
Person (other than a Disqualified Assignee or a Defaulting Lender) all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment or the Loans at the time owing to it) with the prior written consent (such consent not
to be unreasonably withheld or delayed) of:
(A) the
Borrower; *provided* that no consent of the Borrower shall be required for an assignment (x) (1) of a Revolving Commitment
or a Revolving Loan to another Revolving Lender or an Affiliate of a Revolving Lender or (2) of Term Loans to another Lender, an
Affiliate of a Lender, an Approved Fund or a Related Fund, or, (y) to any Person (other than a Disqualified Assignee, to the extent
the list thereof is made available by the Borrower to all Lenders), if an Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) has occurred and is continuing, and *provided*, *further* that (i) no consent of the
Borrower shall be required for an assignment during the primary syndication of the Loans to Persons identified in writing by the Administrative
Agent to the Borrower on or prior to the Closing Date and reasonably acceptable to the Borrower and (ii) the Borrower shall be deemed
to have consented to any assignment of (x) funded Term Loans unless the Borrower has objected thereto by written notice to
the Administrative Agent within ten (10) Business Days after having received a written request for such consent from the Administrative
Agent;
(B) the
Administrative Agent; *provided* that no consent of the Administrative Agent shall be required for an assignment to another Lender
(in the case of assignment of a Revolving Commitment or a Revolving Loan, another Revolving Lender) or its Affiliates, an Approved Fund
or a Related Fund; and
(C) in
the case of assignment of a Revolving Commitment or a Revolving Loan, each Issuing Bank, the Swing Line Lender.
Notwithstanding
anything to the contrary herein, the Borrower may withhold its consent (in its sole discretion) to any assignment of any Loans and/or
Commitments to any Person that known by it to be a “loan to own” investor and/or an investor primarily in distressed credits
or opportunistic or special situations or any affiliate of any such investor.
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(ii) Assignments shall
be subject to the following additional conditions:
(A) except
in the case of an assignment to another Lender, an Affiliate of a Lender, an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans, the amount of the Commitment or the principal amount of Loans of the assigning
Lender subject to each such assignment (determined as of the Trade Date and determined on an aggregate basis in the event of concurrent
assignments to Related Funds or by Related Funds (as defined below)) shall not be less than (x) with respect to Term Loan Commitments
and Term Loans, $1,000,000 and (y) with respect to Revolving Commitments and Revolving Loans, $5,000,000 unless, in each case, each
of the Borrower (so long as an Event of Default under Section 7.01(a), Section 7.01(f) or Section 7.01(g) does
not exist) and the Administrative Agent otherwise consent;
(B) the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement
system acceptable to the Administrative Agent (or, if previously agreed with the Agent, manually), and shall pay to the Administrative
Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent);
and
(C) the
assignee, if it shall not be a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent
(1) a notice to the Administrative Agent, the Borrower and, if a Revolving Lender, to the Issuing Bank and Swing Line Lender, specifying
its address, facsimile number, electronic mail address and telephone number for notices. (2) all requested “know your customer”
documentation and (3) any forms required under Section 2.19(e).
(iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.04, from and after
the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.17, Section 2.18, Section 2.19 and Section 9.03 with respect to facts and circumstances occurring on
or prior to the effective date of such assignment). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of this Section 9.04.
(iv) The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices in
the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders and their respective successors and assigns, and the Commitment of, or principal amount of and stated interest on the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder and the owner of its interests as indicated in the Register for all
purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and
from time to time upon reasonable prior written notice, *provided* that each Lender’s access to the Register shall be limited
to the entries with respect to such Lender including the Commitment of, or principal amount of and stated interest on the Loans
owing to such Lender. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.
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(v) By
executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment, and the
outstanding balances of its Loans, in each case without giving effect to assignments thereof which have not become effective, are as
set forth in such Assignment and Assumption; (B) except as set forth in (A) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with
this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary
or the performance or observance by the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document
or any other instrument or document furnished pursuant hereto; (C) such assignee represents and warrants that it is an Eligible
Assignee (or has otherwise been consented to by each applicable party in accordance with Section 9.04(b)), legally authorized
to enter into such Assignment and Assumption; (D) such assignee confirms that it has received a copy of this Agreement, together
with copies of the most recent financial statements referred to in Section 3.04(a) or delivered pursuant to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such
Assignment and Assumption; (E) such assignee will independently and without reliance upon the Agents, such assigning Lender or any
other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement as are delegated to such Agent, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
(c) (i) Any
Lender may, without the consent of the Borrower, the Administrative Agent, Issuing
Bank or Swingline Lender, sell participations to one or more banks or other entities (other than a Disqualified Assignee (to the extent
the list thereof is made available by the Borrower to all Lenders) or a Defaulting Lender) (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment or the
Loans owing to it); *provided* that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and, (C) any participations granting voting rights to a Participant shall
require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), and (D) the
Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; *provided* that such agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver to the extent such amendment, modification or waiver directly
affects such Participant and which requires unanimous Lender consent or consent of each Lender directly or directly and adversely
affected thereby. Subject to clause Section 9.04(c)(ii) of this Section 9.04, the Borrower agrees that each
Participant shall be entitled to the benefits of Section 2.17, Section 2.18 and Section 2.19 (subject
to the requirements and limitations with respect thereto) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 9.08 as though it were a Lender; *provided* such Participant agrees to be subject to Section 2.20(c) as
though it were a Lender. Each Lender that sells a participation pursuant to this Section 9.04(c) shall, acting solely
as a non-fiduciary agent of the Borrower, maintain a register on which it records 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 (each,
a “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. 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 a participation
for all purposes under this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent,
in its capacity as such, shall have no obligation to maintain a Participant Register.
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(ii) A
Participant shall not be entitled to receive any greater payment under Section 2.17, Section 2.18 and Section 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant.
(d) Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to any Person to
secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank
or any central bank, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; *provided* that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.
(e) Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent
and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; *provided* that (i) nothing herein shall constitute a commitment by any
SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Granting Lender shall
for all purposes remain the Lender hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that (i) neither the
grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Agreement (including its obligations under Section 2.17, Section 2.18 and Section 2.19) and no SPC shall be entitled to any greater amount under Section 2.17, Section 2.18 and Section 2.19 or any other provision of this Agreement or any other Loan Document than the Granting Lender would have
been entitled to receive, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender) and (iii) the Granting Lender shall for all purposes including approval
of any amendment, waiver or other modification of any provision of the Loan Documents, remain the Lender of record hereunder. In
furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof; *provided*, *however*,
that (i) in the case of the Borrower, such SPC’s Granting Lender is in compliance in all material respects with its obligations
to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify, save and hold harmless each other
party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such SPC during
such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section 9.04(e), any
SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions
(consented to by the Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC
to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any nonpublic information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.
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(f) Any
Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Term Loans to any
Affiliated Lender on a non-pro rata basis through (x) Dutch Auctions open to all Lenders on a *pro rata* basis in accordance
with the Auction Procedures or (y) solely in the case of assignments to the Sponsor Group, Holdings, the Borrower, Debt Fund Affiliates
or Non-Debt Fund Affiliates, open market purchases, subject to the following limitations:
(i) Holdings
and each Affiliated Lender (other than any Debt Fund Affiliate) shall represent to the assigning Lender as of the date of any such purchase,
sale or assignment conducted through a Dutch Auction, that as of the date of such purchase or assignment, it is not in possession of
any material non-public information with respect to the Holdings, the Borrower, their respective Subsidiaries or any of their respective
securities that has not been made available to the Lenders prior to such date (other than those Lenders that do not wish to receive material
non-public information with respect to the Borrower, its Subsidiaries or their respective securities) and which could reasonably be expected
to have a material effect upon, or otherwise be material, to a Lender’s decision to assign Loans to such Affiliated Lenders;
(ii) Affiliated
Lenders (other than any Debt Fund Affiliate) will not be entitled to receive information provided solely to Lenders by the Administrative
Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative
Agent;
(iii) after
giving effect to the cancellations described in clause (vii) below, the aggregate principal amount of Term Loans held at
any one time by Affiliated Lenders (other than any Debt Fund Affiliates) may not exceed 20% of the aggregate principal amount of all
Term Loans (including any Incremental Term Loans and Other Term Loans) outstanding at such time under this Agreement;
(iv) any
purchase conducted pursuant to this Section 9.04(f) may not be funded by drawings on the Revolving Facility;
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(v) at the time
of such Dutch Auction notice or purchase or open market purchases, no Default or Event of Default shall have occurred and be continuing
or would result therefrom;
(vi) each Affiliated
Lender (other than any Debt Fund Affiliate) shall be deemed to have voted in any bankruptcy proceedings of the Borrower in the same proportion
as the allocation of voting with respect to such matter by those Lenders who are not Affiliated Lenders (including any Debt Fund Affiliates),
except to the extent that any plan of reorganization proposes to treat the obligations held by such Affiliated Lender in a manner that
is less favorable to such Affiliated Lender than the proposed treatment of similar obligations held by Lenders that are not Affiliated
Lenders; and
(vii) any Term
Loans purchased by Holdings, the Borrower or any of their respective Subsidiaries shall be automatically and permanently cancelled immediately
upon acquisition by Holdings, the Borrower or such Subsidiary to the extent permitted by applicable law and such cancellation of Term
Loans shall not constitute a voluntary or mandatory prepayment for purposes of Section 2.12 or Section 2.13, but
the face amount of Term Loans cancelled as provided for herein shall be applied on a pro rata basis to the remaining scheduled installments
of principal due in respect of the Term Loans.
(g) Notwithstanding the
foregoing, (i) any member of the Sponsor Group, Debt Fund Affiliate or Non-Debt Fund Affiliate party to an assignment or purchase
may (but shall not be required to) contribute Loans subject to such assignment or purchase to Holdings or any of its Subsidiaries for
purposes of cancellation of such Loans and (ii) no amendment, modification or waiver pursuant to Section 9.02 shall affect
any Affiliated Lender (in its capacity as a Lender) in a manner that is materially disproportionate to the effect on any Lender of the
same Class or that would deprive such Affiliated Lender of its pro-rata share of any payments to which it is entitled. For purposes
of any amendment, waiver or modification described in Section 9.04(h), Affiliated Lenders will be deemed to have voted in
the same proportion as non-Affiliated Lenders voting on such matter; *provided*, *however*, that Affiliated Lenders shall be
entitled to receive their ratable portion of any amendment, waiver or consent fee paid by the Borrower to the Lenders in order to obtain
any such amendment, waiver or consent; *provided, further* that no Debt Fund Affiliate will be subject to such voting limitations
with respect to any consents that require 100% of all or all directly affected Lenders and each Debt Fund Affiliate will be entitled to
vote with respect to such matters as if it was a Lender.
(h) Notwithstanding
anything in Section 9.02 or the definition of “Required Lenders” to the contrary, (i) for purposes of determining
whether the Lenders or Required Lenders have (x) consented (or not consented) to any amendment, modification, waiver, consent or
other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (y) otherwise acted
on any matter related to any Loan Document or (z) directed or required the Administrative Agent, Collateral Agent or any Lender
to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Loans (or Commitments
in respect thereof) held by any Affiliated Lenders (other than Debt Fund Affiliates) shall be deemed to be not outstanding for all purposes
of calculating whether the Required Lenders have taken any actions and (ii) Debt Fund Affiliates may not in the aggregate account
for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amounts in excess of such 49.9% will be subject
to the limitations of clause (h) (i) of this Section 9.04. Notwithstanding the foregoing, for so long as
no Default or Event of Default has occurred or is continuing, an Affiliated Lender shall have the right to vote on any amendment, modification,
waiver or consent that would require (1) the vote of all Lenders or (2) the vote of all Lenders directly and adversely affected
thereby.
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(i) Notwithstanding
anything herein to the contrary, the Administrative Agent shall have no responsibility for, or liability in connection with,
monitoring or enforcing the prohibition on assignments or participations to Disqualified Assignees. Without limiting the generality
of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender
or participant or prospective Lender or participant is a Disqualified Assignee or (y) have any liability with respect to or
arising out of any assignment or participation of loans, or disclosure of confidential information, to, or the restrictions on any
exercise of rights or remedies of, any Disqualified Assignee.
(j) Any assignment or participation
made to any Person in violation of this Section 9.04 shall be void *ab initio*. In the event of such an assignment or
participation in violation of this Section 9.04, Borrower shall be entitled to pursue any remedy available to it (whether
at law or in equity, including specific performance to unwind such assignment or participation) against the assignor or participating
Lender and such assignee or participant. The Administrative Agent shall have the right, and is hereby authorized, to provide the list
of Disqualified Assignees to the Lenders, any Participant or prospective Lender or Participant upon any request made to the Administrative
Agent, so long as such recipient agrees to keep the list of Disqualified Assignees confidential.
(k) Notwithstanding
anything to the contrary herein, without the Borrower’s prior written consent, no Lender shall enter into any total return swap,
total rate of return swap, credit default swap, other derivative contract or similar instrument or agreement under which any Secured Obligation
is a reference obligation with any counterparty that is a Disqualified Assignee.
**Section 9.05** *Survival*.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless
of any investigation made by any such other party or on its behalf and notwithstanding that an Agent or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or unsatisfied, any Letter of Credit that has been Cash Collateralized (or if a backstop letter of
credit reasonably satisfactory to the Issuing Bank is in place) remains and so long as the Commitments have not expired or terminated.
The provisions of Section 2.17, Section 2.18, Section 2.19 and Section 9.03 and Article 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment
of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.
**Section 9.06** *Counterparts; Integration; Effectiveness*. This Agreement may be executed in one or
more 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. This Agreement, the other Loan Documents and any separate letter
agreements with respect to fees payable to the Agents 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 Article 4, this Agreement shall become effective when it shall have been executed by the
Agents and when the Administrative Agent shall have received counterparts 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 the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or
electronic (“pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart to this
Agreement.
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**Section 9.07** *Severability*.
To the extent permitted by law, any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
**Section 9.08** *Right
of Setoff*. If an Event of Default shall have occurred and be continuing, after obtaining the prior written consent of the Administrative
Agent, each Agent and Lender 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) at any time held and other obligations at any
time owing by such Agent or Lender to or for the credit or the account of the Borrower or any Loan Guarantor against any of and all the
Secured Obligations held by such Agent or Lender, irrespective of whether or not such Agent or Lender shall have made any demand under
the Loan Documents and although such obligations may be unmatured. The applicable Agent or Lender shall promptly 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 9.08. The rights of each Agent and Lender under
this Section 9.08 are in addition to other rights and remedies (including other rights of setoff) which such Agent or Lender
may have.
**Section 9.09** *Governing Law; Jurisdiction;
Consent to Service of Process*.
**(a) THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.**
(b) Each
party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
Federal or New York State court sitting in the Borough of Manhattan, New York, New York (the “Specified Jurisdiction”) in any suit, action or proceeding arising out of or relating to any Loan Documents, the transactions contemplated thereby,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court; *provided* that suit for the recognition or enforcement of any judgment obtained in
any such U.S. Federal or New York State court may be brought in any other court of competent jurisdiction. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, nothing in this Agreement or any
other Loan Document shall affect any right that the Administrative Agent, the Collateral Agent or any Lender may otherwise have to
bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties
outside the Specified Jurisdiction.
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(c) Each party hereto hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan
Document in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in
any such court.
(d) To the extent permitted
by law, each party to this Agreement hereby irrevocably waives personal service of any and all process upon it and agrees that all such
service of process may be made by registered mail (return receipt requested) directed to it at its address for notices as provided for
in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.
**Section 9.10 *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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.**
**Section 9.11** *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 shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
**Section 9.12** *Confidentiality*. Each Agent and each Lender agrees (and each Lender agrees to cause its SPC, if any) to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees, governing board of trustees, equity holders, representatives and agents, including accountants, legal
counsel and other advisors (it being understood that the Persons to whom such disclosure is made are advised of the obligation to retain
such information as confidential, and such Agent or Lender shall be responsible for its Affiliate’s compliance with this Section 9.12),
(b) to the extent required or requested by any regulatory (including self-regulatory), governmental or administrative authority
having jurisdiction over such Agent or Lender or their respective Affiliates, based on the reasonable advice of legal counsel, (in which
case such Agent or Lender shall, except with respect to any audit or examination conducted by accountants or any governmental authority
or by the National Association of Insurance Commissioners or state insurance regulators exercising examination or regulatory authority
over it or its Affiliates, to the extent practicable promptly notify the Borrower, prior to disclosure, to the extent permitted by law
or regulation), (c) to the extent required by law or by any subpoena or similar legal process; *provided* that unless specifically
prohibited by applicable law or legal process, such Agent or Lender shall promptly notify the Borrower of any such request prior to disclosure,
(d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action
or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as or at least as restrictive as those of this Section 9.12,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under
this Agreement, including, without limitation, any SPC, (ii) any pledgee referred to in Section 9.04, (iii) any
actual or prospective counterparty (or its advisors) to any swap or Derivative Transaction relating to the Loan Parties and their obligations
or (iv) to the Federal Reserve Bank or any central bank in connection with a pledge or assignment pursuant to Section 9.04(d),
without the notice or consent of any other party, (g) with the prior written consent of the Borrower, to any nationally recognized
rating agency when required by it, *provided* that, prior to any disclosure, such rating agency shall undertake in writing to preserve
the confidentiality of any confidential information relating to Loan Parties received by it from any Agent or any Lender, to market data
collectors solely for purposes of league table credit reporting with the disclosed information limited to the amount of the Term Loans
and Revolving Commitments, pricing and maturity, the parties hereto and the roles of any Agents and the Lead Arrangers hereunder or (h) to
the extent such Information becomes publicly available other than as a result of a breach of this Section 9.12 by such Person.
For the purposes of this Section, “Information” means all information received from any Loan Party or its Affiliates
or its Affiliates’ directors, officers, partners, employees, trustees, investment advisors or agents, relating to the Loan Parties
or their businesses, the Sponsor Group or the Transactions or the Amendment
No. 1 Transactions other than any such information that is available to any Agent or any Lender on a nonconfidential basis
prior to disclosure by any Loan Party.
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**Section 9.13** *Rights
under Hedge Agreements.* No Hedge Agreement will create (or be deemed to create) in favor of any Hedge Counterparty that is a party
thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Guarantor under the
Loan Documents. By accepting the benefits of the Collateral, such Hedge Counterparty shall be deemed to have appointed the Collateral
Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this Section 9.13.
**Section 9.14** *Several
Obligations; Violation of Law*. The respective obligations of the Lenders hereunder are several and not joint and the failure of
any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations
hereunder. Anything contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any Requirements of Law.
**Section 9.15** *USA
PATRIOT Act*. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) that is subject to the requirements
of the USA PATRIOT Act (the “Act”) hereby notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of
each Loan Party and other information that will allow such Lenders to identify the Loan Parties in accordance with the Act and the Beneficial
Ownership Regulation.
**Section 9.16** *Disclosure*.
Each Loan Party and each Lender hereby acknowledges and agrees that the Agents and/or their Affiliates from time to time may hold
investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates. In
connection with all aspects of the Loan Documents (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), Holdings and the Borrower acknowledge and agree, and acknowledge on behalf of their respective
Restricted Subsidiaries, that: (a) (i) the arranging and other services regarding this Agreement provided by the
Administrative Agent, each Lead Arranger, the Issuing Bank and each Lender are arm’s-length commercial transactions between
the Borrower and each other Loan Party, on the one hand, and the Administrative Agent, each Lead Arranger, the Issuing Bank and each
Lender, on the other hand, (ii) the Borrower and each of the other Loan Parties has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is
capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by
the other Loan Documents; (b) (i) the Administrative Agent, each Lead Arranger, the Issuing Bank and each Lender is and
has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for the Borrower or any other Loan Party and (ii) neither the
Administrative Agent, any Lead Arranger, the Issuing Bank nor any Lender has any obligation to the Borrower or any other Loan Party
with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; and (c) the Administrative Agent, each Lead Arranger, the Issuing Bank and the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and the
other Loan Parties, and neither the Administrative Agent, the Lead Arrangers, the Issuing Bank nor any Lender has any obligation to
disclose any of such interests to the Borrower or any other Loan Party. To the fullest extent permitted by law, the Borrower and
each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, each Lead Arranger
and each Lender with respect to any breach or alleged breach of fiduciary duty in connection with any aspect of the Loan
Documents.
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**Section 9.17** *Appointment
for Perfection*. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit
of the Collateral Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable law can
be perfected by possession. Should any Lender (other than the Collateral Agent) obtain possession of any such Collateral, such Lender
shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral
to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.
**Section 9.18** *Interest
Rate Limitation*. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the Maximum Rate. If any Agent or any Lender shall receive interest in an amount that exceeds
the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded
to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
**Section 9.19** *Exclusive
Authority*. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority
to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested
exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained
exclusively by, the Administrative Agent in accordance with Article 7 for the benefit of all the Lenders and the Issuing
Banks, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral under any Collateral
Documents or to enforce the Loan Guaranty under Article 10, it being understood and agreed that all powers, rights and
remedies under the Loan Guaranty under Article 10 and the other Collateral Documents may be exercised solely by the
Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof and (iii) in the event of a
foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or
any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and
representative of the Lenders (but not any Lender or Lenders in its or their respective individual capacities unless the Required
Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold in any such public sale, to use and apply any of the Obligations as a
credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale.
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**Section 9.20** *Releases
of Liens*. The Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral
shall be automatically terminated and released, whether or not on the date of such release there may be outstanding Obligations in respect
of Secured Hedging Obligations, (i) upon the termination of all Commitments and payment and satisfaction in full in cash of all Obligations
(other than (x) obligations in respect of Hedge Agreements and (y) Unliquidated Obligations and the expiration or termination
of all Letters of Credit (or upon Cash Collateralization of all Letters of Credit in a manner and pursuant to arrangements reasonably
satisfactory to the Issuing Bank or back-stopped by a letter of credit in form and substance reasonably satisfactory to the Issuing Bank),
(ii) upon the sale or other disposition of the property constituting such Collateral (including as part of or in connection with
any other sale or other disposition permitted hereunder) to any Person other than another Loan Party, to the extent such sale or other
disposition is made in compliance with the terms of this Agreement (and the Agents may rely conclusively on an Officer’s Certificate
to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) if the release of such
Lien is approved, authorized or ratified in writing by the Required Lenders (other than with respect to a release of all or substantially
all of the Collateral), (iv) to the extent the property constituting such Collateral is owned by any Loan Guarantor, upon the release
of such Loan Guarantor from its obligations under its Loan Guaranty in accordance with the provisions of this Agreement or (v) as
required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agents and the
Lenders pursuant to the Collateral Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or
any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by
the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral to the extent required
under the provisions of the Loan Documents. The Lenders irrevocably authorize the Collateral Agent to, and the Collateral Agent promptly
upon the request of the Borrower shall, take all actions reasonably required to effect the releases described in the preceding sentence.
In addition, the Collateral Agent agrees to (and the Secured Parties authorize the Collateral Agent to) release or subordinate any Lien
on any property granted to the Collateral Agent to the holder of a Lien permitted by Section 6.03(m). In connection with any termination
or release pursuant to this Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents and take such further actions that such Loan Party shall reasonably request to evidence such termination or release.
Additionally, the Secured Parties authorize each Agent to, on behalf of the Secured Parties without the further consent or acquiescence
of the Secured Parties (and each Agent shall), enter into intercreditor agreements required under any Credit Agreement Refinancing Indebtedness,
other Indebtedness permitted under Section 6.02 or Liens permitted under Section 6.03.
**Section 9.21** *Conflicts*. In the event of any conflict or inconsistency between the provisions hereunder and the provisions of any other Loan Document,
then, notwithstanding anything contained in such Loan Document, the provisions contained in this Agreement will prevail and the
provisions of such Loan Document will be deemed to be amended to the extent necessary to eliminate such conflict or inconsistency.
If any act or omission of a Loan Party or its Subsidiary is expressly permitted under this Agreement but is prohibited under any
other Loan Document, such act or omission shall be permitted.
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**Section 9.22** *Intercreditor
Agreements*. Each Lender hereunder agrees that it will be bound by and will take no actions contrary to the provisions of any First
Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, and authorizes and instructs the Administrative Agent
and the Collateral Agent to enter into any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable, when
applicable, on behalf of such Lender. The foregoing provisions are intended as an inducement to the Lenders under this Agreement to extend
credit and such Lenders are intended third party beneficiaries of such provisions and any First Lien Intercreditor Agreement or Junior
Lien Intercreditor Agreement, as applicable.
**Section 9.23** *Acknowledgment
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 Lender
that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, 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:
(a) the application of
any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any Lender that is an Affected Financial Institution; and
(b) the effects of any Bail-In Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other
instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued
to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any
rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation
of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.
**Section 9.24** *Acknowledgement Regarding Any
Supported QFC.*
To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Obligations 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):
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(a) 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 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.
(b) As
used in this Section 9.24, the following terms have the following meanings:
“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.
“Covered Entity” means
any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has
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.
“QFC” has 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).
**Section 9.25** *Special Provisions Relating
to Currencies Other Than Dollars*
(a) If at any time that
a Loan (or Letter of Credit) denominated in an Designated Foreign Currency is outstanding and the relevant Designated Foreign Currency
is fully replaced by the Euro as the lawful currency of the country that issued such Designated Foreign Currency (the “Issuing
Country”) so that all payments are to be made in the Issuing Country in Euro and not in the Designated Foreign Currency previously
the lawful currency of such country, then such Loan (or Letter of Credit) denominated in such Designated Foreign Currency shall be automatically
converted into a Loan (or Letter of Credit) denominated in Euro in a principal amount equal to the amount of Euro into which the principal
amount of such Designated Foreign Currency denominated Loan (or Letter of Credit) would be converted pursuant to law and thereafter no
further Loans or Letters of Credit will be available in such Designated Foreign Currency.
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(b) All
funds to be made available to Administrative Agent or the Issuing Bank, as applicable, pursuant to this Agreement in any currency
other than Dollars shall be made available to the Administrative Agent or the Issuing Bank, as applicable, in immediately available,
freely transferable, cleared funds to such account with such bank in such principal financial center as the Administrative Agent or
the Issuing Bank, as applicable, shall from time to time nominate for this purpose. In relation to the payment of any amount
denominated in any currency other than Dollars, neither the Administrative Agent nor the Issuing Bank shall be liable to the
Borrower or any of the Lenders for any delay, or the consequences of any delay, in the crediting to any account of any amount
required by this Agreement to be paid by the Administrative Agent or the Issuing Bank if the Administrative Agent or Issuing Bank
shall have taken all relevant and necessary steps to achieve, on the date required by this Agreement, the payment of such amount in
immediately available, freely transferable, cleared funds (in the relevant currency) to the account with the bank in the principal
financial center in the participating member state which the Borrower or, as the case may be, any Lender shall have specified for
such purpose. As used in this Section 9.25, “all relevant and necessary steps” means all such steps
as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the
Administrative Agent or Issuing Bank may from time to time determine for the purpose of clearing or settling payments of such
currency. Furthermore, and without limiting the foregoing, neither the Administrative Agent nor the Issuing Bank shall be liable to
the Borrower or any of the Lenders with respect to the foregoing matters in the absence of its bad faith, gross negligence or
willful misconduct (as determined in the final, non-appealable judgment of a court of competent jurisdiction).
**ARTICLE 10**
**LOAN GUARANTY**
**Section 10.01** *Guaranty*.
Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Secured
Parties the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Secured
Obligations (collectively the “Guaranteed Obligations”). Subject to Requirements of Law and the terms and conditions
of the underlying Collateral Documents, each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed
in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such
extension or renewal.
**Section 10.02** *Guaranty of Payment*.
This Loan Guaranty is a guaranty
of payment and not of collection. Each Loan Guarantor waives any right to require any Agent or any other Secured Party to sue the Borrower,
any Loan Guarantor, any other guarantor, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated
Party”), or otherwise to enforce its rights in respect of any collateral securing all or any part of the Guaranteed Obligations.
**Section 10.03** *No Discharge or Diminishment
of Loan Guaranty*.
(a) Except
as otherwise provided for herein, the obligations of each Loan Guarantor hereunder are unconditional and absolute and not subject to
any reduction, limitation, impairment or termination for any reason (other than the payment in full in Cash of the Guaranteed
Obligations, except for any Unliquidated Obligations), including: (i) any claim of waiver, release, extension, renewal,
settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise;
(ii) any change in the corporate existence, structure or ownership of the Borrower or any other Loan Guarantor of or other
Person liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization, judicial management or
other similar proceeding affecting any Obligated Party, or their assets or any resulting release or discharge of any obligation of
any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time
against any Obligated Party, any Agent, any other Secured Party, or any other Person, whether in connection herewith or in any
unrelated transactions.
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(b) If any or all of the
Guaranteed Obligations are not duly paid or performed by the applicable Loan Parties and are not paid or performed by the Loan Guarantors
under Section 10.01 for any reason whatsoever, each Loan Guarantor shall, as a separate and distinct obligation, indemnify
and save each of the Secured Parties harmless from and against all losses, costs, damages, expenses, claims and liabilities that each
such Secured Party may suffer or incur in connection with or in respect of any failure by the applicable Loan Parties for any reason to
pay or perform any of the Guaranteed Obligations, and shall pay all such amounts to the Administrative Agent after demand as herein provided.
(c) If, and to the extent
that, any amount in respect of the Guaranteed Obligations is not recoverable from any Loan Guarantor under this Agreement on the basis
of a guarantee or the Secured Parties are not indemnified under Section 10.03(b), in each case, for any reason whatsoever,
then, notwithstanding any other provision of this Agreement, such Loan Guarantor shall be liable under this Agreement as principal obligor
in respect of the due payment of such amount and shall pay such amount to the Administrative Agent after demand as herein provided.
(d) Except for termination
of a Loan Party’s obligations hereunder or as expressly permitted by Section 10.12, the obligations of each Loan Guarantor
hereunder are not subject to any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality,
or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to
prohibit payment by any Obligated Party, of the Guaranteed Obligations or any part thereof.
(e) Further, the obligations
of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of any Agent or any other
Secured Party to assert any claim or demand or to enforce any remedy with respect to all or any part of the Guaranteed Obligations; (ii) any
waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release,
non-perfection, or invalidity of any indirect or direct security for the obligations of the Borrower or any other Person for all or any
part of the Guaranteed Obligations or any obligations of any other Loan Guarantor of or other Person liable for any of the Guaranteed
Obligations; (iv) any action or failure to act by any Agent or any other Secured Party with respect to any collateral securing any
part of the Guaranteed Obligations or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any
of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk
of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the
payment in full in Cash of the Guaranteed Obligations).
**Section 10.04** *Defenses Waived*. To the fullest extent permitted by applicable law, and except for termination of a Loan Party’s
obligations hereunder or as expressly permitted by Section 10.12, each Loan Guarantor hereby waives any defense based on
or arising out of any defense of the Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of the Borrower or any Loan Guarantor, in each case other than the payment
in full in Cash of the Guaranteed Obligations (other than Unliquidated Obligations). Without limiting the generality of the foregoing,
each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any
notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party,
or any other Person. The Collateral Agent may, at its election, in accordance with applicable law, foreclose on any Collateral held by
it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act
or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, and the Administrative Agent may,
at its election, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or
exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability
of such Loan Guarantor under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully paid in Cash. To the
fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that
election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or
remedy of any Loan Guarantor against any Obligated Party or any security.
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**Section 10.05** *Rights
of Subrogation*. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification that it has against any Obligated Party, or any collateral, until payment in full in Cash of the Guaranteed
Obligations (other than Unliquidated Obligations).
**Section 10.06** *Subordination
of Other Obligations*. Any Indebtedness of the Borrower or any Loan Guarantor now or hereafter held by any Loan Guarantor (the
“Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness
collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the
Administrative Agent on behalf of the Secured Parties and shall forthwith be paid over to the Administrative Agent for the benefit of
the Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any
manner the liability of the Obligee Guarantor under any other provision hereof. Nothing in this Section 10.06 is intended
to create a charge or security interest.
**Section 10.07** *Reinstatement;
Stay of Acceleration*. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must otherwise be
restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or any other Loan Party or otherwise, each Loan
Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment
had not been made. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy
or reorganization of the Borrower or any other Loan Party, all such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent.
**Section 10.08** *Information*.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and its Subsidiaries’
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the
Agents nor any other Secured Party shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances
or risks.
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**Section 10.09** *Maximum
Liability*. The provisions of this Loan Guaranty are severable, and in any action or proceeding involving any state corporate
law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable,
invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this Loan Guaranty, then,
notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without any further
action by the Loan Guarantors or the Secured Parties, be automatically limited and reduced to the highest amount that is valid and
enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan
Guarantor’s “Maximum Liability”). This Section 10.09 with respect to the Maximum Liability of
each Loan Guarantor is intended solely to preserve the rights of the Secured Parties to the maximum extent not subject to avoidance
under applicable law, and no Loan Guarantor nor any other Person or entity shall have any right or claim under this Section 10.09 with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor hereunder shall
not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and from
time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and
remedies of the Secured Parties hereunder, *provided* that, nothing in this sentence shall be construed to increase any Loan
Guarantor’s obligations hereunder beyond its Maximum Liability.
**Section 10.10** *Contribution*.
In the event any Loan Guarantor (a “Paying Guarantor”) shall make any payment or payments under this Loan
Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under
this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying
Guarantor an amount equal to such Non-Paying Guarantor’s “Guarantor Percentage” of such payment or payments made,
or losses suffered, by such Paying Guarantor. For purposes of this Article 10, “Guarantor Percentage”
means with respect to any such payment or loss by a Paying Guarantor an amount determined as of the date on which such payment or
loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without
giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s
Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the
Borrower and the other Loan Parties after the date hereof (whether by loan, capital infusion or by other means) to (ii) the
aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving
effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has
not been determined for any Loan Guarantor, the aggregate amount of all monies received by such Loan Guarantors from the Borrower
and the other Loan Parties after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision
shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Loan
Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive any contribution
under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in
Cash of the Guaranteed Obligations. This provision is for the benefit of the Agents, the other Secured Parties and the Loan
Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.
**Section 10.11** *Liability
Cumulative*. The liability of each Loan Party as a Loan Guarantor under this Article 10 is in addition to and shall
be cumulative with all liabilities of each Loan Party to the Agents and the other Secured Parties under this Agreement and the other Loan
Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties, without any limitation
as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.
184
**Section 10.12** *Release
of Loan Guarantors*. Notwithstanding anything in Section9.02(b) to the contrary, a Subsidiary
Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released
(A) upon the consummation of any transaction permitted hereunder if as a result thereof such Loan Guarantor would no longer be
required to provide a guarantee of the Obligations pursuant to Section 5.11(b)*; provided, further* to the extent
any such Loan Guarantor becomes an Excluded Subsidiary pursuant to clause (e) of the definition thereof, the transaction
resulting in such Guarantor becoming an Excluded Subsidiary shall be (1) for a bona fide business purpose in the good faith
determination of the Borrower and (2) not with an Affiliate of the Borrower or (B) upon the termination of the Commitments
and payment and satisfaction in full in Cash of all Obligations (other than Unliquidated Obligations). In connection with any such
release, the Agents shall promptly execute and deliver to any Loan Guarantor that is a Subsidiary, at such Loan Guarantor’s
expense, all documents that such Loan Guarantor shall reasonably request to evidence termination or release. Any execution and
delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty
by the Agents.
**Section 10.13** *Excluded
Swap Obligations*. Each Loan Party that is a Qualified ECP Guarantor at the time the Loan Guaranty or the grant of the security
interest hereunder and under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support
to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor
all of its obligations under this Loan Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only
up to such Qualified ECP Guarantor’s Maximum Liability). The obligations and undertakings of each Qualified ECP Guarantor under
this Section 10.13 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in
full. Each Qualified ECP Guarantor intends this Section 10.13 to constitute, and this Section 10.13 shall be deemed
to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified
Loan Party for all purposes of the Commodity Exchange Act.
*[Remainder of Page Intentionally Left Blank]*
185
**[SIGNATURE
PAGES INTENTIONALLY OMITTED]**
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
**LYMI INC**., as the Borrower
By:
Name:
Title:
**REF HOLDINGS, INC.**, as Holdings and a Loan Guarantor
By:
Name:
Title:
[ ], as a Loan Guarantor
By:
Name:
Title:
[ ], as a Loan Guarantor
By:
Name:
Title:
186
**JPMORGAN CHASE BANK, N.A.**, as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender
By:
Name:
Title:
187
**CITIBANK, N.A**., as Lender
By:
Name:
Title
**ROYAL BANK OF CANADA**, as Lender
By:
Name:
Title:
**MORGAN STANLEY SENIOR FUNDING, INC.**, as Lender
By:
Name:
Title:
188
---
## EXHIBIT 10.28
SEC source: [tm2513004d11_ex10-28.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-28.htm)
**Exhibit 10.28**
**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION
HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.**
**SINGLE-TENANT LEASE**
1. **BASIC
TERMS:**
This
Section 1 contains the Basic Terms of this lease (this “**Lease**”) between Landlord and Tenant, as each is
named below. Other Sections of the Lease referred to in this Section explain and define the Basic Terms and are to be read in conjunction
with the Basic Terms.
1.1. **Effective
Date of Lease**: June 7, 2024.
1.2. **Landlord**:
5801 SECOND STREET, LLC, a Delaware limited liability company.
1.3. **Tenant**:
LYMI Inc., a Delaware corporation.
1.4. **Premises**: The entirety of that certain real property legally described on **Exhibit A** attached hereto, and including that certain building commonly known as 5801 South 2nd Street, Vernon, California (the “**Building**”)
and containing approximately 185,089 square feet. The Building is located in, and is a part of an industrial park (the “**Park**”),
which Park is a part of the Premises as designated on Exhibit A, attached hereto. An outline of the Premises is set forth on **Exhibit A-1**,
attached hereto.
1.5. **Lease
Term**: Five (5) years and four (4) months, commencing on
December 7, 2024 (“**Commencement Date**”) and ending on March 31, 2030 (“**Expiration
Date**”).
If the Commencement Date occurs on a day other
than the first day of a calendar month, the Rent (as defined below) due for the first calendar month of the Lease Term shall be prorated
on a per diem basis (based on a 365 (366 in leap years) day, 12-month year) and paid to Landlord on the Commencement Date, and the Lease
Term will be extended to terminate on the last day of the calendar month in which the Expiration Date occurs.
1.6. **Permitted
Use**: The Premises shall only be used for manufacturing, warehousing and distribution of apparel, and/or other non-perishables
items, related general office use, and retail/factory outlet store (to the extent permitted under item (B), below); provided,
however, that notwithstanding anything to the contrary set forth hereinabove, Tenant shall be responsible for operating and
maintaining the Premises pursuant to, and in no event may the Permitted Use violate, (A) Landlord’s established
Rules and Regulations (as defined below), (B) all applicable Laws (defined in Section 9.1, below), including, without
limitation, all applicable zoning and building codes, (C) all covenants, conditions and restrictions now or hereafter affecting
the Park, and (D) the first-class character of the Park.
1.7. **Tenant’s
Guarantor**: None.
1.8. **Brokers**:
**Tenant
Broker:** Jones Lang LaSalle Brokerage, Inc.
**Landlord
Broker:** Lee & Associates Commerce
1.9. **Letter
of Credit**: [***], as the same may be reduced from time to time pursuant to Section 4.4.9.
1.10. **Initial
Estimated Additional Rent**. [***].
1
1.11. **Exhibits
to Lease**. The following exhibits are attached to and made a part of this Lease: Exhibit A
(Legal Description; Exhibit A-1 (Depiction of Premises); Exhibit B (Broom Clean Condition and Repair Requirements); Exhibit C
(Rules and Regulations); Exhibit D (Tenant Work Letter); Exhibit E (Confirmation of Commencement Date); Exhibit F
(Tenant Contact Information); Exhibit G (Tenant Operations Inquiry); Exhibit H (Form of Letter of Credit); and Schedule 25.22.5
(Tenant Fit Out Guide).
2. **LEASE
OF PREMISES; RENT; OPTION TERM**.
2.1. **Lease
of Premises for Lease Term**. In consideration of the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Lease Term and subject
to the conditions of this Lease. The terms and provisions of this Lease shall be effective as of the date of this Lease. Each of
Landlord and Tenant stipulate that the square footage of the Premises is as set forth in Section 1.4 above and shall not be
subject to remeasurement during the initial Lease Term. Accordingly, the Base Rent payable during the initial Lease Term nor the
Tenant Improvement Allowance shall be adjusted based on the measurement of the Premises. For the purposes of this Lease, “**Building
Common Area**” shall mean the exterior of the Building (specifically excluding the interior of the Building and associated
dock areas and equipment), including, without limitation, landscaped areas, driveways, sidewalks, and exterior lighting (i.e. those
portions of the Building and/or the lots on which the Building are located which, if the Building was leased on a multi-tenant
basis, would either serve or be available for use by multiple tenants in the Building).
2.2. **Types
of Rental Payments**.
2.2.1. **Base
Rent**. Tenant shall pay net base rent (“**Base
Rent**”) to Landlord in monthly installments, in advance, on or before the first day of each and every calendar month during
the Lease Term, in the amounts and for the periods as set forth below:
| Months During Lease Term | Annual Base Rent | Monthly Installment of Base Rent | Approximate Monthly Base Rent per Square Foot |
| --- | --- | --- | --- |
| 1-12* | [***] | [***] | [***] |
| 13-24 | [***] | [***] | [***] |
| 25-36 | [***] | [***] | [***] |
| 37-48 | [***] | [***] | [***] |
| 49-60 | [***] | [***] | [***] |
| 61-Expiration Date | [***] | [***] | [***] |
*Notwithstanding
the terms of the schedule set forth above, Landlord hereby agrees to abate Tenant’s obligation to pay the Base Rent attributable
to the Premises during the second (2nd) through fifth (5th) months of the Lease Term, provided that Tenant has not been in monetary or
material non-monetary default beyond any applicable notice and cure period and no uncured monetary or material non-monetary default by
Tenant under this Lease beyond any applicable notice and cure period exists as of the date such applicable monthly installment would
otherwise be due in the absence of such abatement. The period during which Tenant is entitled to an abatement of Base Rent pursuant to
the terms hereof shall be referred to herein as the “**Abatement Period**” and the amount of Base Rent abated during
the Abatement Period shall be referred to herein as the “**Abated Base Rent**”). During the Abatement Period, Tenant shall
remain responsible for the payment of all of its other monetary obligations under this Lease, including, without limitation, the payment
of Operating Expenses. The abatement of Base Rent provided in this Section 2.2.1 is conditioned upon Tenant’s full and timely
performance of all of its obligations under this Lease. If at any time during the initial Term of this Lease (not including any option
periods, extensions, or renewals), a Default by Tenant occurs and this Lease is terminated as a result, then the abatement of Base Rent
provided for in this Section 2.2.1 shall immediately and automatically be rendered null and void, and Tenant shall immediately be
required to pay to Landlord, in addition to any and all other amounts due to Landlord under this Lease, the then-unamortized (on a straight-line
basis) amount of all Base Rent previously abated pursuant to this Section 2.2.1. At any time following the Commencement Date, Landlord
shall have the right (the “**Rent Credit Option**”), but not the obligation, to advise Tenant that Landlord elects to
terminate the then-remaining Abated Base Rent, and, in lieu of such remaining abatement, Landlord shall instead disburse to Tenant, in
a lump sum, an amount equal to the then-remaining portion of the Base Rent that would otherwise be abated as aforesaid (the “**Abatement
Replacement Payment**”). If Landlord exercises the Rent Credit Option and disburses the Abatement Replacement Payment to Tenant,
then: (i) Tenant shall no longer be entitled to an abatement of Base Rent pursuant to the terms hereof, and (ii) Tenant shall
thereafter pay Base Rent at the rate set forth in the schedule above for the remainder of the Lease Term at the time and in the manner
set forth in this Section 2.2.1. Tenant shall reasonably cooperate with Landlord, including entering into an amendment to this Lease,
to permit and memorialize Landlord’s exercise of the Rent Credit Option.
2
2.2.2. **Additional
Rent**. Commencing as of the Commencement Date and continuing throughout
the remainder of the Lease Term, Tenant shall also pay (a) all Operating Expenses (as hereinafter defined), and (b) any
other amounts owed by Tenant hereunder (the sums described in (a) and (b), collectively, “**Additional
Rent**”). In the event any monthly installment of Base Rent or Additional Rent, or both, is not paid within 5 calendar days
of the date when due, and such delinquency continues for five (5) days following Landlord’s delivery to Tenant of written
notice of such delinquency (provided, however, that if Landlord has given Tenant two (2) such delinquency notices in the
preceding twelve (12) month period, then Tenant’s subsequent failure to pay any such applicable Rent or other charge when due
shall entitle Landlord to charge a Late Charge hereunder with respect to such applicable Rent and/or charge without requirement of
any notice or cure period [and if Landlord has given Tenant three (3) such delinquency notices in the preceding 3-year period,
then Tenant’s subsequent failure to pay any such applicable Rent or other charge when due shall entitle Landlord to charge a
Late Charge hereunder with respect to such applicable Rent and/or charge without requirement of any notice or cure period), a late
charge in an amount equal to 5% of the then delinquent installment of either or both (as applicable) Base Rent and Additional Rent
(the “**Late Charge**”) shall be imposed with respect to the then-delinquent Rent payment.
2.2.3. **Payment
of Rent**. For purposes of this Lease, the Late Charge, interest at the
Default Rate (as defined in Section 13.3 below), Base Rent and Additional Rent shall collectively be referred to as “**Rent**.”
All Rent shall be paid by Tenant to Landlord, by ACH to:
**Domestic/International Wire Transfer Instructions:**
**Transit Routing Number:** *(for domestic use)* [\*\*\*]
**SWIFT Code:**
*(for international use)* [\*\*\*]
**Account Number:** [\*\*\*]
**Bank Administrative Contact:** [\*\*\*]
**ACH
Instructions**:
**Transit Routing Number:** [\*\*\*]
**Account Number:** [\*\*\*]
**Bank Administrative Contact:** ACH Department, 1-800-883-4224
3
or if paid by check or if sent by overnight courier,
to:
5801 Second Street, LLC
c/o BDP Services, LLC
9525 W. Bryn Mawr Avenue, Suite 700
Rosemont, IL 60018
(or
such other entity designated as Landlord’s management agent, if any, and if Landlord so appoints such a management agent, the “**Agent**”),
or pursuant to such other directions as Landlord shall designate in this Lease or otherwise in writing.
2.2.4. **Required
Payments at Execution**. Simultaneously with the execution and delivery of this Lease, Tenant shall deposit with Landlord or Agent
an amount equal to the sum of the first monthly installment of Base Rent of [***] payable under this Lease, plus sales tax (if
applicable), and the sum designated as the Initial Estimated Additional Rent ([***]), plus sales tax (if applicable), in cash or
cash equivalents. Tenant’s deposit of the foregoing items, together with Tenant’s delivery of the Letter of Credit in
the amount of $1,560,300.20 shall constitute a condition precedent to the Landlord’s obligations under this Lease.
2.2.5. **Covenants
Concerning Rental Payments**. Except as otherwise expressly set forth in this Lease, Tenant shall pay the Rent promptly when due,
without notice or demand, and without any abatement, deduction or setoff. No payment by Tenant, or receipt or acceptance by Agent or
Landlord, of a lesser amount than the correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement
or statement on any check or letter accompanying any payment be deemed an accord or satisfaction, and Agent or Landlord may accept
such payment without prejudice to Landlord’s right to recover the balance due or to pursue any other remedy available to
Landlord. If the Commencement Date occurs on a day other than the first day of a calendar month, the Rent due for the first calendar
month of the Lease Term shall be prorated on a per diem basis (based on a 365 (366 in leap years) day, 12-month year) and paid to
Landlord on the Commencement Date, and the Lease Term will be extended to terminate on the last day of the calendar month in which
the Expiration Date occurs.
2.3. **Option
Term**.
2.3.1. **Option
Right**. Landlord hereby grants to the originally named Tenant herein
(“**Original Tenant**”) and any Permitted Transferee Assignee (defined in Section 8.3 of this Lease) two
(2) options to extend the Lease Term for a period of five (5) years each (each, an “**Option Term**”),
which applicable option shall be exercised in accordance with the terms of Section 2.3.3 of this Lease, provided that the
following conditions (the “**Option Conditions**”) are satisfied: (i) as of the date of delivery of the Interest
Notice (defined in Section 2.3.3, below) and the Exercise Notice (defined in Section 2.3.3, below), Tenant is not in
default under this Lease; (ii) as of the end of the Lease Term or the initial Option Term, as applicable, Tenant is not in
default under this Lease; (iii) Tenant has not previously been in default beyond any applicable notice and cure period under
this Lease more than once in any twelve (12) month period; and (iv) the Lease then remains in full force and effect and
Original Tenant or a Permitted Transferee Assignee, as the case may be, occupies the entire Premises at the time the applicable
option to extend is exercised and as of the commencement of the applicable Option Term. Landlord may, at Landlord’s option,
exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if
otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of the applicable option to
extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the
Lease Term, or the first Option Term, as applicable, as it applies to the Premises, shall be extended for a period of five
(5) years. The rights contained in this Section 2.3 shall be personal to Original Tenant and a Permitted Transferee
Assignee, as the case may be, and may be exercised by Original Tenant or a Permitted Transferee Assignee, as the case may be, only
(and not by any other assignee, sublessee or other transferee of Tenant’s interest in this Lease).
4
2.3.2. **Option
Rent**. The annual Rent payable by Tenant during the applicable Option
Term (the “**Option Rent**”) shall be equal to the Fair Rental Value (defined below), for the Premises as of
the commencement date of the applicable Option Term, provided that in no event (A) shall the base rent component of the Option
Rent payable during the first year of the first Option Term be less than 97.5% of the Base Rent payable for the Premises during the
last year of the Lease Term, (B) shall the base rent component of the Option Rent payable during the first year of the second
Option Term be less than the Base Rent payable for the Premises during the last year of the first Option Term, and (C) shall
the base rent component of the Option Rent for both the first Option Term and the second Option Term be escalated by an amount which
is less than four percent (4%) on the first anniversary of the commencement date of the applicable Option Term and on each
anniversary of such commencement date thereafter (i.e., the base rent component of the Option Rent during the applicable Option Term
shall increase by a minimum of four percent (4%) every twelve (12) months occurring during the applicable Option Term). The
“**Fair Rental Value**,” as used in this Lease, shall be equal to the annual rent per rentable square foot (including
additional rent and considering any “base year” or “expense stop” applicable thereto), including all
escalations, at which tenants (pursuant to leases consummated within the twelve (12) month period preceding the first day of the
applicable Option Term), are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in
size than the subject space, for a comparable lease term, in an arm’s length transaction, which comparable space is located in
the Comparable Buildings (defined in this Section 2.3.2, below) (transactions satisfying the foregoing criteria shall be known
as the “**Comparable Transactions**”), taking into consideration the following concessions (the
“**Concessions**”): (a) rental abatement concessions, if any, being granted such tenants in connection with such
comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into
account the value, if any, of the existing improvements in the Premises; and (c) other reasonable monetary concessions being
granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no
consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in
connection with Tenant’s exercise of its right to extend the Lease Term, or the fact that landlords are or are not paying real
estate brokerage commissions in connection with such comparable space, and (ii) any period of rental abatement, if any, granted
to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such
comparable spaces. The Concessions (A) shall be reflected in the effective rental rate (which effective rental rate shall take
into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the
Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be granted to Tenant))
payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind. The term
“**Comparable Buildings**” shall mean Class A industrial buildings located in the Central Los Angeles Industrial
Submarket marketplace that are comparable in size and age to the Building.
2.3.3. **Exercise
of Option**. The option contained in this Section 2.3 shall be
exercised by Tenant, if at all, only in the following manner: (i) Tenant shall deliver written notice(the “**Interest
Notice**”) to Landlord not more than twelve (12) months nor less than eleven (11) months prior to the expiration of the
initial Lease Term or the first Option Term, as applicable, stating that Tenant is interested in exercising its option;
(ii) Landlord, after receipt of the applicable Tenant’s Interest Notice, shall deliver notice (the “**Option Rent
Notice**”) to Tenant not less than ten (10) months prior to the expiration of the initial Lease Term or the first
Option Term, as applicable, setting forth the Option Rent; and (iii) if Tenant wishes to exercise such option, whether or not
Tenant has delivered the Interest Notice, Tenant shall, on or before the date occurring nine (9) months prior to the expiration
of the initial Lease Term or the first Option Term, as applicable, irrevocably exercise the option by delivering written notice (the
“**Exercise Notice**”) thereof to Landlord, and in the event that Landlord has delivered the Option Rent Notice
because Tenant had delivered an Interest Notice, then, upon, and concurrent with, such exercise, Tenant may, at its option, object
to the Option Rent contained in the Option Rent Notice. If Tenant objects to the Option Rent contained in the Option Rent Notice,
then the parties shall follow the procedure, and the Option Rent shall be determined, as set forth in Section 2.3.4, below. If
Tenant elects not to deliver the Interest Notice, but delivers the Exercise Notice, then the parties shall follow the procedure, and
the Option Rent shall be determined, as set forth in Section 2.3.4 below. Time is of the essence with respect to the delivery
of Tenant’s Interest Notice and the Exercise Notice.
2.3.4. **Determination
of Option Rent**. In the event Tenant timely and appropriately objects to
the Option Rent set forth in the Option Rent Notice, or, in the event that Tenant failed to deliver the Interest Notice but timely delivered
the Exercise Notice, then Landlord and Tenant shall attempt to agree upon the Option Rent using their commercially reasonable good-faith
efforts. If Landlord and Tenant fail to reach agreement within thirty (30) days following Tenant’s delivery of the Exercise Notice
(the “**Outside Agreement Date**”), then each party shall make a separate determination of the Option Rent, as
the case may be, within five (5) days, and such determinations shall be submitted to arbitration in accordance with Sections 2.3.4.1
through 2.3.4.7, below.
2.3.4.1. Landlord
and Tenant shall each appoint one arbitrator who shall be, at the option of the appointing party, a real estate broker who shall have
been active over the five (5) year period ending on the date of such appointment in the leasing or appraisal, as the case may be,
of commercial industrial properties in the Central Los Angeles Industrial Submarket marketplace, California. The determination of the
arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Option Rent is the closest to
the actual Option Rent, taking into account the requirements of Section 2.3.2 of this Lease, as determined by the arbitrators. Each
such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlord and Tenant may consult with their
selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators
so selected by Landlord and Tenant shall be deemed “**Advocate Arbitrators**.”
5
2.3.4.2. The
two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) business
days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint a third arbitrator (“**Neutral
Arbitrator**”) who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators,
except that neither Landlord or Tenant or either parties’ Advocate Arbitrator may, directly or indirectly, consult with the Neutral
Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared
by Landlord’s counsel and Tenant’s counsel.
2.3.4.3. The
three arbitrators shall, within thirty (30) days of the appointment of the Neutral Arbitrator, reach a decision as to whether the parties
shall use Landlord’s or Tenant’s submitted Option Rent, and shall notify Landlord and Tenant thereof.
2.3.4.4. The
decision of the majority of the three arbitrators shall be binding upon Landlord and Tenant.
2.3.4.5. If
either Landlord or Tenant fails to appoint an Advocate Arbitrator within fifteen (15) days after the Outside Agreement Date, then either
party may petition the presiding judge of the Superior Court of Los Angeles County to appoint such Advocate Arbitrator subject to the
criteria in Section 2.3.3.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction
over the parties to appoint such Advocate Arbitrator.
2.3.4.6. If
the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding
judge of the Superior Court of Los Angeles County to appoint the Neutral Arbitrator, subject to criteria in Section 2.3.3.1 of this
Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator.
2.3.4.7. The
cost of the arbitration shall be paid by Landlord and Tenant equally.
2.3.4.8. If
the Option Rent for the applicable Option Term shall not have been determined pursuant to the terms hereof prior to the commencement
of the applicable Option Term, Tenant shall be required to pay the Option Rent provided by Landlord as part of the arbitration proceeding,
provided that such proposed Option Rent is not more than 150% of the Base Rent payable during the last month of the Lease Term. If the
proposed Option Rent is more than 150% of the Base Rent payable during the last month of the Lease Term, then until the Option Rent is
determined Tenant shall pay to Landlord an amount equal to 150% of the Base Rent payable during the last month of the Lease Term. Upon
the final determination of the Option Rent, the payments made by Tenant shall be reconciled with the actual amounts of Option Rent due,
and the appropriate party shall make any corresponding payment to the other party.
6
3. **OPERATING
EXPENSES.**
3.1. **Definitional
Terms Relating to Additional Rent**. For purposes of this Section and
other relevant provisions of the Lease:
3.1.1. **Operating
Expenses**. The term “**Operating Expenses**” shall
mean all costs and expenses paid or incurred with respect to, or in connection with, the ownership, repair, replacement, restoration,
maintenance and operation of the Premises all as determined in accordance with sound real estate management and accounting practices
consistently applied. Operating Expenses may include, but are not limited to, any or all of the following: (i) services provided
directly by employees of Landlord or Agent in connection with the operation, maintenance or rendition of other services to or for the
Premises; (ii) the costs that Landlord incurs to procure and maintain the insurance coverages that are described in Section 10.1
below, and the amount of any deductible(s) if and to the extent a loss(es) is incurred in connection with the Premises and the applicable
insurer(s) applies the deductible before making payment of any available insurance proceeds; (iii) management fees to Landlord
or Agent or other persons or management entities actually involved in the management and operation of the Premises, provided that such
management fees shall not be in excess of two percent (2%) of the gross Rent payable hereunder, (iv) any capital improvements made
by, or on behalf of, Landlord to the Premises that are: (a) intended to reduce Operating Expenses (but only to the extent of the
anticipated savings in Operating Expenses); or (b) reasonably deemed necessary by Landlord to maintain the applicable portions of
the Premises required to be maintained by Landlord under this Lease (including, without limitation, the Landlord Repair Items) in first-class
condition; or (c) required to keep the Premises in compliance with all governmental laws, rules and regulations applicable
thereto, from time to time, except for capital expenditures to remedy a condition existing prior to the Commencement Date which an applicable
governmental authority, if it had knowledge of such condition prior to the Commencement Date, would have then required to be remedied
pursuant to then-current governmental laws or regulations in their form existing as of the Commencement Date and pursuant to the then-current
interpretation of such governmental laws or regulations by the applicable governmental authority as of the Commencement Date; or (d) referenced
in Sections 9.2.1 and 13.5 of this Lease; or (e) referenced in sub-section xiv, below, and in the case of any or all of (a) through
(e), the cost of such capital improvements shall be reasonably amortized by Landlord over the useful life of the improvement, in accordance
with generally accepted accounting principles (collectively, the “**Qualifying Capital Improvements**”); (v) all
professional fees incurred in connection with the operation, management and maintenance of the Premises (without duplication of the property
management fee referenced in subsection iii); (vi) Taxes, (defined in Section 3.1.2, below); and (vii) dues, fees or other
costs and expenses, of any nature, due and payable to any association or comparable entity to which Landlord, as owner of the Premises,
is a member or otherwise belongs and that governs or controls any aspect of the ownership and operation of the Premises; (viii) any
real estate taxes and common area maintenance expenses levied against, or attributable to, the Premises under any declaration of covenants,
conditions and restrictions, reciprocal easement agreement or comparable arrangement that encumbers and benefits the Premises and other
real property (e.g., a business park); (ix) the cost of all supplies, tools, materials and equipment utilized in the ownership and
operation of the Premises, and any applicable sales and other taxes thereon; (x) amounts charged by any or all of contractors, materialmen
and suppliers for services, materials and supplies furnished by Landlord in connection with any or all of the operation, repair and maintenance
of any part of the Premises (together with a reasonable overhead and administrative fee to Landlord included as part of the management
fee set forth in subsection (iii) of this Section 3.1.1), including, without limitation, the structural elements of the
Premises, (xi) the cost of any utilities, to the extent not paid (or required to be paid) by Tenant pursuant to the terms of this
Lease, (xii) expenses associated with the maintenance and repair of the roof (including roof membrane and skylights) and the roof
drainage system of the Building, (xiii) all costs to comply with applicable Laws, including, without limitation, all requirements
and obligations that may be imposed on the Park by the South Coast Air Quality Management District as they relate to, or are part of,
then-current sustainability guidelines or mandates; (xiv) carbon offset costs and other commercially reasonable expenditures, including
but not limited to capital expenditures, that are customarily included in operating expenses passed through to tenants by owners of industrial
properties similar to the Premises in the submarket where the Premises are located, and which Landlord reasonably believes will (1) reduce
the Building’s consumption of electricity, oil, natural gas, steam, water or other utilities, (2) allow the Building to utilize
renewable energy sources, (3) reduce greenhouse gas emissions and/or (4) improve operational efficiency and sustainability,
provided that to the extent any such costs are capital expenditures, then any such capital expenditures shall be reasonably amortized
by Landlord over the useful life of the applicable capital expenditure in accordance with generally accepted accounting principles; (xv) the
cost of operating, maintaining, repairing, replacing, renovating and managing the utility systems, electrical systems, mechanical systems,
sanitary and storm drainage systems; (xvi) the cost of landscaping; and (xvii) the cost of parking area repair, restoration
and maintenance, including, but not limited to, resurfacing, repainting, restriping, and cleaning.
7
3.1.1.1. Landlord
and Tenant acknowledge that, except as otherwise expressly provided to the contrary in this Lease, it is the intent and agreement of
Landlord and Tenant that this Lease be a “net” lease and that, as such, the provisions contained in this Lease are intended
to pass through to Tenant, or reimburse Landlord for, all costs and expenses associated with this Lease, and the ownership and operation
of the Premises and the Park, including, without limitation, all costs and expenses in connection with the ownership, management, maintenance,
security, repair, replacement, restoration or operation thereof. To the extent such costs and expenses payable by Tenant cannot be charged
directly to, and paid by, Tenant, such costs and expenses shall be paid be Landlord, but reimbursed by Tenant as Additional Rent and
as provided in this Lease.
3.1.1.2. Notwithstanding
anything in this Lease to the contrary, the following shall be excluded from Operating Expenses (and Taxes, as applicable):
(1) except
as otherwise expressly set forth above in Section 3.1.1, interest, points, fees and principal payments on any mortgages encumbering
the Premises and/or Park, and other debt costs, if any;
(2) ground
lease rental and/or other ground lease payments;
(3) costs
of leasing commissions, attorneys’ fees and other costs and expenses incurred in connection with negotiations or disputes with
present or prospective tenants or other occupants of the Park;
(4) the
cost of repairs or replacements incurred by reason of fire or other casualty, or condemnation, to the extent Landlord actually receives
proceeds of property and casualty insurance policies or condemnation awards and the cost of any items to the extent to which such cost
is reimbursed to Landlord by tenants of the Project (other than as a reimbursement of operating expenses), or other third parties, or
is covered by a warranty to the extent of reimbursement for such coverage;
(5) interest,
fines or penalties for late payment or violations of applicable Laws by Landlord, except to the extent incurring such expense is either
(1) a reasonable business expense under the circumstances, or (2) caused by a corresponding late payment or violation of an
applicable Law by Tenant, in which event Tenant shall be responsible for the full amount of such expense;
(6) costs
arising from Landlord’s charitable or political contributions;
(7) costs
of additions, alterations, repairs or improvements, equipment replacement and all other items which under generally accepted accounting
principles, consistently applied are properly classified as capital expenditures, except for (i) the Qualified Capital Improvements
pursuant to Section 3.1.1 above, (ii) subsection (xiv) of Section 3.1.1 and/or (iii) as set forth in clause (15)
below;
(8) costs
of cleanup, removal and/or remediation of any Hazardous Materials in, on or under the Premises required to comply with applicable Laws
that are (A) incurred as a result of (1) the introduction by Landlord of any such Hazardous Materials in, on or under the Premises
in violation of applicable Laws in effect at the time of such introduction, or (2) as a result of the presence of Hazardous Materials
in, on, or under the Premises as of the Effective Date, to the extent such Hazardous Materials are in violation of applicable Laws in
effect as of such date; provided, however, that the provisions of this sub-item (8) shall not preclude the inclusion of costs
with respect to materials (whether existing at the Premises as of the date of this Lease or subsequently introduced to the Premises)
which are not, as of the date of this Lease (or as of the date of introduction), deemed to be Hazardous Materials under applicable Laws
but which are subsequently deemed to be Hazardous Materials under applicable laws (it being understood and agreed that Tenant shall nonetheless
be responsible under this Lease for all costs of remediation and removal of Hazardous Materials to the extent caused by Tenant of any
of the Tenant Parties);
(9) costs
necessitated by the gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors;
(10) the
wages and benefits of any employee who does not devote substantially all of his or her employed time to the Premises or Park unless such
wages and benefits are prorated to reflect time spent on operating and managing the Premises or Park vis-à-vis time spent on matters
unrelated to operating and managing the Premises or Park;
8
(11) nonrecurring
costs for the repair or replacement of any structural portion of the Building made necessary as a result of defects in the original design,
workmanship or materials;
(12) costs
(including, without limitation, fines, penalties, interest, and costs of repairs, replacements, alterations and/or improvements) incurred
in bringing the Premises or Park into compliance with applicable Laws in effect as of the Effective Date and as interpreted by applicable
governmental authorities as of such date, including, without limitation, any costs to correct building code violations pertaining to
the initial design or construction of the Building or any other improvements to the Park, to the extent such violations exist as of the
Effective Date under any applicable building codes in effect and as interpreted by applicable governmental authorities as of such date;
provided that the foregoing shall not be applicable to the extent the need for such repairs, replacements, alterations and/or improvements
is caused by Tenant or the Tenant Parties (in which case Tenant shall nonetheless be responsible for such costs in accordance with Section 13.1
of this Lease), provided, however, that the provisions of this sub-item (12) shall not preclude the inclusion of costs of compliance
with applicable Laws enacted prior to the Effective Date if such compliance is required for the first time by reason of any amendment,
modification or reinterpretation of an applicable Law which is imposed after the Effective Date;
(13) costs
incurred in connection with the construction of the Base Building Work;
(14) advertising
and promotional expenditures and any other marketing expense incurred in connection with the leasing of space in the Park (including
new leases, lease amendments, lease terminations and lease renewals);
(15) depreciation
and amortization, except as expressly provided above in this Section 3.1.1, and except on materials, tools, supplies and vendor-type
equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party, and when
depreciation or amortization is permitted or required, the item shall be amortized over its useful life in the manner described in Section 3.1.1
above;
(16) reserves
for bad debts;
(17) wages,
salaries and other compensation paid to personnel above the grade of property manager (or employees with equivalent responsibilities
regardless of job title);
(18) costs
of Landlord’s earthquake insurance premiums in excess of those generally being charged to institutional owners of other Comparable
Buildings, provided that the foregoing shall not be applicable in the event that Landlord’s lender requires Landlord to obtain
earthquake insurance premiums that are not consistent with the terms of this item (18);
(19) the
costs of any services that Tenant is obligated to obtain and pay for pursuant to the terms of this Lease; and
(20) costs
associated with the operation of the business of the entity which constitutes Landlord, as the same are distinguished from the costs
of operation of the Premises.
9
3.1.2. **Taxes**.
The term “**Taxes**,” shall mean (i) all governmental taxes, assessments, fees and charges of every kind or
nature (other than Landlord’s income taxes), whether general, special, ordinary or extraordinary, due at any time or from time
to time, during the Lease Term and any extensions thereof, in connection with the ownership, leasing, or operation of the Premises, or
of the personal property and equipment located therein or used in connection therewith, including any taxes imposed on the Premises in
connection with the Premises being a part of a community facilities district, if applicable; (ii) any reasonable expenses incurred
by Landlord in reviewing and contesting either or both of (x) such taxes or assessments and (y) the assessed value of the Premises;
and (iii) sewer and water rents, rates and charges and other governmental levies, impositions or charges, whether general, special,
ordinary, extraordinary, foreseen or unforeseen (including, but not limited to, transit taxes, leasehold taxes or taxes based upon the
receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent), that are assessed, levied or imposed upon
all or any part of the Premises. Taxes shall include, without limitation: (a) Any tax on the rent, right to rent or other income
from the Premises, or any portion thereof, or as against the business of leasing the Premises, or any portion thereof; (b) Any assessment,
tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously
included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by
the voters of the State of California in the June 1978 election (“**Proposition 13**”) and that assessments, taxes,
fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance,
refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further
recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Taxes shall
also include any governmental or private assessments or the Park’s contribution towards a governmental or private cost-sharing
agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies;
(c) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder,
including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with
respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises,
or any portion thereof; and (d) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant
is a party, creating or transferring an interest or an estate in the Premises. For purposes hereof, Tenant shall be responsible for the
payment of all Taxes that are due and payable at any time during the Lease Term, at the same time and in the same manner as payment of
all other Operating Expenses, regardless of when such Taxes may have accrued (it being understood that Tenant shall be responsible for
Taxes on a so-called “cash” basis, as opposed to a so-called “accrual” basis); provided that, for the avoidance
of doubt, Tenant shall not be required to pay for Taxes applicable to any period of time before commencement or after expiration of the
Lease Term, unless the same is payable pursuant to the terms of Section 20 of this Lease. Such obligation shall survive the termination
or expiration of this Lease. If Landlord so elects, by delivery of written notice to Tenant at any time during the Lease Term, Tenant
shall pay the Taxes directly to the taxing authority(ies), rather than to Landlord for payment to the taxing authority(ies), whereupon
Tenant shall be required to pay all Taxes prior to the date on which they become delinquent and Tenant shall deliver to Landlord, promptly
after Tenant’s payment of same, reasonable evidence of such payments.
Notwithstanding anything
to the contrary set forth herein, there shall be excluded from Taxes (i) all excess profits taxes, franchise taxes, gift taxes,
capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable
to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any
items included as Operating Expenses, (iii) any taxes paid by Tenant on Tenant’s personal property, and (iv) tax penalties
incurred as a result of Landlord’s failure to make payments and/or to file any tax or informational returns when due.
3.1.3. **Right
to Contest Taxes**. If Landlord elects not to contest the Taxes assessed during
any Operating Year, then Tenant, by delivery of written notice to Landlord within thirty (30) days after Tenant’s receipt of the
applicable Statement (defined in Section 3.4, below), may require Landlord to contest such Taxes if, and only if, Landlord determines,
in its commercially reasonable and good faith discretion, that a reduction in Taxes is likely to result therefrom and solely to the extent
Landlord is legally permitted to contest such Taxes. If Tenant timely and properly requires Landlord to contest Taxes as provided in
the immediately preceding sentence and the total costs incurred by Landlord in pursuing such contest exceed the savings in Taxes resulting
from such contest (such excess, the “**Excess Tax Contest Costs**”), then Tenant shall pay to Landlord the Excess
Tax Context Costs within thirty (30) days after Landlord’s delivery to Tenant of an invoice therefor, together with reasonable
supporting documentation. Any costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees,
but excluding the Excess Tax Contest Costs) incurred by Landlord in attempting to protest, reduce or minimize Taxes shall be included
in Taxes in the Operating Year such expenses are paid. If Landlord receives a refund of Taxes for any Operating Year, Landlord shall
credit against subsequent payments of Rent due hereunder, an amount equal to Tenant’s payment of such Taxes, net of any expenses
incurred by Landlord in achieving such refund, which amount shall not exceed the amount of Taxes paid by Tenant for such Operating Year
(provided, that, any tax refunds obtained by Landlord more than one (1) year after the expiration or earlier termination of this
Lease shall not be deducted from Taxes, but rather shall be the sole property of Landlord, provided, that, in such event, Tenant shall
not be liable to Landlord for the Excess Tax Contest Costs, pertaining thereto).
10
3.1.4. **Operating
Year**. The term “**Operating Year**” shall mean the
calendar year commencing January 1st of each year (including the calendar year within which the Commencement Date occurs) during
the Lease Term.
3.2. **Payment
of Operating Expenses**. Tenant shall pay, as Additional Rent and in accordance with the requirements set forth herein, the Operating
Expenses. Additional Rent commences to accrue effective as of the Commencement Date. The Operating Expenses payable hereunder for the
Operating Years in which the Lease Term begins and ends shall be prorated to correspond to that portion of said Operating Years occurring
within the Lease Term. Operating Expenses and any other sums due and payable under this Lease shall be adjusted upon receipt of the actual
bills therefore, and the obligations of this Section 3 shall survive the termination or expiration of the Lease.
3.3. **Payment
of Additional Rent**. Landlord shall have the right to reasonably estimate
the Operating Expenses for each Operating Year. Upon Landlord’s or Agent’s notice to Tenant of such estimated amount, Tenant
shall pay, on the first day of each month during that Operating Year, an amount (the “**Estimated Additional Rent**”)
equal to the estimate of Operating Expenses divided by 12 (or the fractional portion of the Operating Year remaining at the time Landlord
delivers its notice of the estimated amounts due from Tenant for that Operating Year). If the aggregate amount of Estimated Additional
Rent actually paid by Tenant during any Operating Year is less than Tenant’s actual ultimate liability for Operating Expenses for
that particular Operating Year, Tenant shall pay the deficiency within thirty (30) days of Landlord’s written demand therefor.
If the aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeds Tenant’s actual
liability for such Operating Year (“**Excess Additional Rent**”), the Excess Additional Rent shall be credited against
the Estimated Additional Rent next due from Tenant after Landlord’s determination that Excess Additional Rent has been paid by
Tenant; provided, however, in the event that Tenant pays Excess Additional Rent during the final Lease Year, then upon the expiration
of the Lease Term, and determination, by Landlord, of the actual amount of Excess Additional Rent, Landlord or Agent shall pay Tenant
the then-applicable Excess Additional Rent.
3.4. **Auditing
of Operating Expenses**. As soon as is reasonably practical after each Operating
Year, Landlord shall provide Tenant with a statement (a “**Statement**”) prepared on a line-item by line-item basis
as to general categories, setting forth Tenant’s actual ultimate liability for Operating Expenses for the subject Operating Year,
which Landlord shall use commercially reasonable efforts to provide on or before June 1st of the subsequent Operating
Year. If Tenant disputes the amount set forth in a given Statement, Tenant shall have the right, at Tenant’s sole expense, to cause
Landlord’s books and records with respect to the particular Operating Year that is the subject of that particular Statement to
be audited (the “**Audit**”) by a certified public accountant mutually acceptable to Landlord and Tenant (the “**Accountant**”),
provided Tenant (i) has not defaulted under this Lease and failed to cure such default on a timely basis, and (ii) delivers
written notice (an “**Audit Notice**”) to Landlord on or prior to the date that is ninety (90) days after Landlord delivers
the Statement in question to Tenant (such 90-day period, the “**Response Period**”). If Tenant fails to timely deliver
an Audit Notice with respect to a given Statement, then Tenant’s right to undertake an Audit with respect to that Statement and
the Operating Year to which that particular Statement relates shall automatically and irrevocably be waived. Any Statement shall be final
and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, (except with respect to fraud) at the end
of the applicable Response Period, unless prior thereto, Tenant timely delivers an Audit Notice with respect to the then-applicable Statement.
If Tenant timely delivers an Audit Notice, Tenant must commence such Audit within sixty (60) days after the Audit Notice is delivered
to Landlord, and the Audit must be completed within thirty (30) days of the date on which it is begun. If Tenant fails, for any reason,
to commence and complete the Audit within such periods, the Statement that Tenant elected to Audit shall be deemed final and binding
upon Tenant and shall, as between the parties, be conclusively deemed correct (except with respect to fraud). The Audit shall take place
at the offices of Landlord where its books and records are located, at a mutually convenient time during Landlord’s regular business
hours. Before conducting the Audit, Tenant must pay the full amount of Operating Expenses billed under the Statement then in question.
Tenant hereby covenants and agrees that the Accountant engaged by Tenant to conduct the Audit shall be compensated on an hourly basis
and shall not be compensated based upon a percentage of overcharges it discovers. If an Audit is conducted in a timely manner, such Audit
shall be deemed final and binding upon Landlord and Tenant and shall, as between the parties, be conclusively deemed correct. If the
results of the Audit reveal that the Tenant’s ultimate liability for Operating Expenses does not equal the aggregate amount of
Estimated Additional Rent actually paid by Tenant to Landlord during the Operating Year that is the subject of the Audit, the appropriate
adjustment shall be made between Landlord and Tenant, and any payment required to be made by Landlord or Tenant to the other shall be
made within thirty (30) days after the Accountant’s determination. If such audit discloses an overstatement of Operating Expenses
in excess of five percent (5%) for such Operating Year, Landlord shall reimburse Tenant for the reasonable cost of the audit; otherwise
the cost of the audit shall be borne by Tenant. In no event shall this Lease be terminable nor shall Landlord be liable for damages (other
than with respect to Landlord’s obligation to reimburse Tenant in accordance with this Section 3.4) based upon any disagreement
regarding an adjustment of Operating Expenses. In connection with any inspection and/or Audit conducted by Tenant pursuant to this Section 3.4,
Tenant agrees to keep, and to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s
books and records and the Audit, and all information pertaining thereto and the results thereof, strictly confidential (except if required
by any court to disclose such information or if such information is available from an inspection of public records), and in connection
therewith, Tenant shall cause such employees, consultants and the Accountant to execute such commercially reasonable confidentiality
agreements as Landlord may require prior to conducting any such inspections and/or audits. The foregoing provisions concerning a potential
Audit are personal to Tenant named in this Lease and shall not run with this Lease or for the benefit of any assignee or sublessee (whether
permitted or not).
11
4. **USE
OF PREMISES; SIGNAGE; PARKING; LETTER OF CREDIT**.
4.1. **Use
of Premises**. The Premises shall be used by the Tenant for the Permitted
Use and for no other purpose whatsoever. Landlord makes no representation that the Permitted Use is compliant with Laws (as defined below),
nor that the Premises has utility services providing a capacity that Tenant shall deem suitable and appropriate for its business operations.
Tenant acknowledges it is solely responsible for verifying the Permitted Use is, in fact, permitted, and for the procurement (at Tenant’s
expense) of any and all permits, licenses, or variances necessary to conduct its business in and at the Premises, and that Tenant is
satisfied with the capacities available through the utility services available at and to the Premises. Tenant shall not, at any time,
use or occupy, or suffer or permit anyone to use or occupy, the Premises, or do or permit anything to be done in the Premises, in any
manner that may (a) violate any “Certificate of Occupancy” (or comparable permit or license) for the Premises; (b) cause,
or be liable to cause, injury to, or in any way impair the value or proper utilization of, all or any portion of the Premises or any
equipment, facilities or systems therein; (c) constitute a violation of the requirements of any Laws, the requirements of insurance
bodies or the rules and regulations of the Premises, including, but not limited to, any Easements (defined in Section 13.1.1,
below); (d) exceed the load bearing capacity of the floor of the Premises; or (e) impair the character, reputation or appearance
of the Premises. Additionally, the Premises will not be used for (a) an auction, “fire sale”, “liquidation sale”,
“going out of business sale” or any similar such sale or activity or (b) lodging or sleeping.
4.2. **Signage**.
Tenant may place its standard graphics and signage at the entrance to the Premises, on any monument sign(s) serving the Premises,
in the location(s) on the exterior of the Building, which location(s) on the exterior of the Building shall be subject to Landlord’s
reasonable approval, and on directional signage (collectively, “**Tenant’s Signage**”), at Tenant’s
sole cost and expense, subject to applicable Laws, Easements, and subject to Landlord’s approval of the plans and specifications
related thereto which shall not be unreasonably delayed, conditioned or denied. Upon surrender or vacation of the Premises, Tenant shall,
at its expense, remove all of Tenant’s Signage and repair, paint, and/or replace the Building fascia surface to which such Tenant’s
Signage are attached. Tenant shall obtain all applicable governmental permits and approvals required for Tenant’s Signage. Tenant
shall, at its sole cost and expense, maintain Tenant’s Signage. Tenant’s Signage rights under this Section 4.2 shall
be personal to the Original Tenant and a Permitted Transferee Assignee, as the case may be, and may only be exercised by Original Tenant
or a Permitted Transferee Assignee, as the case may be, as long as the Original Tenant or a Permitted Transferee Assignee, as the case
may be, occupies the entirety of the Premises. Landlord shall have the right to place signage on certain areas of the Park as reasonably
determined by Landlord identifying Landlord, Landlord’s affiliates, and during the last twelve (12) months of the Lease Term, the
availability of the Premises for lease.
4.3. **Parking**.
Subject to the terms of this Section 4.3, throughout the Lease Term, at no additional cost to Tenant, subject to Landlord’s
right of entry under this Lease, Tenant shall have the exclusive use of all of the parking spaces at and on the Premises, including but
not limited car parking stalls, box truck stalls, and loading docks (such areas shall collectively be referred to herein as the “**Parking
Areas**”). Tenant’s insurance and indemnity obligations set forth in this Lease shall apply to the Parking Areas. Landlord
shall not be responsible for any loss or damage to any vehicle or other property or for any injury to any person. Tenant shall comply
with all Rules and Regulations with respect to use of the Parking Areas.
12
4.4. **Letter
of Credit**.
4.4.1. **Delivery
of Letter of Credit**. Tenant shall deliver to Landlord, concurrently with
Tenant’s execution of this Lease, an unconditional, clean, irrevocable letter of credit (the “**L-C**”) in
the Letter of Credit amount set forth in Section 1.9 of this Lease (the “**L-C Amount**”), which L-C shall be issued
by a money-center, solvent and nationally recognized bank (a bank which accepts deposits, maintains accounts, has a Los Angeles, California
office which will negotiate a letter of credit, accepts draws electronically and by facsimile, and whose deposits are insured by the
FDIC) reasonably acceptable to Landlord (such approved, issuing bank being referred to herein as the “**Bank**”), which
Bank must have a short term Fitch Rating which is not less than “F1”, and a long term Fitch Rating which is not less than
“A”(or in the event such Fitch Ratings are no longer available, a comparable rating from Standard and Poor’s Professional
Rating Service or Moody’s Professional Rating Service) (collectively, the “**Bank’s Credit Rating Threshold**”),
and which L-C shall be in the form attached hereto as **Exhibit H**. Landlord hereby approves JP Morgan Chase Bank N.A.
as an acceptable Bank. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining the L-C. The L-C shall (i) be
“callable” at sight, irrevocable and unconditional, (ii) be maintained in effect, whether through renewal or extension,
for the period commencing on the date of this Lease and continuing until the date (the “**L-C Expiration Date**”) that
is no less than one hundred twenty (120) days after the expiration of the Lease Term, and, if the L-C does not have automatic renewal
provisions, Tenant shall deliver a new L-C or certificate of renewal or extension to Landlord at least sixty (60) days prior to the expiration
of the L-C then held by Landlord, without any action whatsoever on the part of Landlord, (iii) be fully assignable by Landlord,
its successors and assigns, (iv) permit partial draws and multiple presentations and drawings, and (v) be otherwise subject
to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590. Landlord, or its then managing
agent, shall have the right to draw down an amount up to the face amount of the L-C if any of the following shall have occurred or be
applicable: (A) Tenant defaults under this Lease beyond any applicable notice and/or cure periods (provided, however, that Landlord
shall not be required to send a notice of default and may immediately draw on the L-C in the event any of the following events (B) through
(D) occurs or Landlord is otherwise prohibited from sending such notice pursuant to the Bankruptcy Bode or other applicable Law),
or (B) Tenant has filed a voluntary petition under the U. S. Bankruptcy Code or any state bankruptcy code (collectively, “**Bankruptcy
Code**”), or (C) an involuntary petition has been filed against Tenant under the Bankruptcy Code, or (D) the Lease
has been rejected, or is deemed rejected, under Section 365 of the U.S. Bankruptcy Code, following the filing of a voluntary petition
by Tenant under the Bankruptcy Code, or the filing of an involuntary petition against Tenant under the Bankruptcy Code, or (E) the
Bank has notified Landlord that the L-C will not be renewed or extended through the L-C Expiration Date, or (F) Tenant is placed
into receivership or conservatorship, or becomes subject to similar proceedings under Federal or State Laws, or (G) Tenant executes
an assignment for the benefit of creditors, or (H) if (1) any of the Bank’s Fitch Ratings (or other comparable ratings
to the extent the Fitch Ratings are no longer available) have been reduced below the Bank’s Credit Rating Threshold, or (2) there
is otherwise a material adverse change in the financial condition of the Bank, and Tenant has failed to provide Landlord with a replacement
letter of credit, conforming in all respects to the requirements of this Section 4.4 (including, but not limited to, the requirements
placed on the issuing Bank more particularly set forth in this Section 4.4.1 above), in the amount of the applicable L-C Amount,
within twenty (20) business days following Landlord’s written demand therefor (with no other notice or cure or grace period being
applicable thereto, notwithstanding anything in this Lease to the contrary) (each of the foregoing being an “**L-C Draw Event**”).
The L-C shall be honored by the Bank regardless of whether Tenant disputes Landlord’s right to draw upon the L-C. In addition,
in the event the Bank is placed into receivership or conservatorship by the Federal Deposit Insurance Corporation or any successor or
similar entity, then, effective as of the date such receivership or conservatorship occurs, said L-C shall be deemed to fail to meet
the requirements of this Section 4.4, and, within twenty (20) business days following Landlord’s notice to Tenant of such
receivership or conservatorship (the “**L-C FDIC Replacement Notice**”), Tenant shall replace such L-C with a substitute
letter of credit from a different issuer (which issuer shall meet or exceed the Bank’s Credit Rating Threshold and shall otherwise
be acceptable to Landlord in its reasonable discretion) and that complies in all respects with the requirements of this Section 4.4.
If Tenant fails to replace such L-C with such conforming, substitute letter of credit pursuant to the terms and conditions of this Section 4.4.1,
then, notwithstanding anything in this Lease to the contrary, Landlord shall have the right to either (1) declare Tenant to have
committed a default under this Lease for which there shall be no notice or grace or cure periods being applicable thereto (other than
the aforesaid twenty (20) business day period), or (2) immediately draw upon the entire Letter of Credit. Tenant shall be responsible
for the payment of any and all costs incurred with the review of any replacement L-C (including, without limitation, Landlord’s
reasonable attorneys’ fees, not to exceed $2,500.00), which replacement is required pursuant to this Section or is otherwise
requested by Tenant. In the event of an assignment by Tenant of its interest in this Lease (and irrespective of whether Landlord’s
consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee
shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the attorney’s fees
incurred by Landlord, not to exceed $2,500.00, in connection with such determination shall be payable by Tenant to Landlord within ten
(10) business days of billing.
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4.4.2. **Application
of L-C**. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of
Landlord to draw upon the L-C upon the occurrence of any L-C Draw Event. In the event of any L-C Draw Event, Landlord may, but without
obligation to do so, and without notice to Tenant (except in connection with an L-C Draw Event under Section 4.4.1(H) above),
draw upon the L-C, in part or in whole, to cure any such L-C Draw Event and/or to compensate Landlord for any and all damages of any
kind or nature sustained or which Landlord reasonably estimates that it will sustain resulting from Tenant’s breach of this Lease
or a default under this Lease or other L-C Draw Event and/or to compensate Landlord for any and all damages arising out of, or incurred
in connection with, the termination of this Lease, including, without limitation, those specifically identified in Section 1951.2
of the California Civil Code. The use, application or retention of the L-C, or any portion thereof, by Landlord shall not prevent Landlord
from exercising any other right or remedy provided by this Lease or by any applicable Laws, it being intended that Landlord shall not
first be required to proceed against the L-C, and such L-C shall not operate as a limitation on any recovery to which Landlord may otherwise
be entitled. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the L-C, either prior to or following
a “draw” by Landlord of any portion of the L-C, regardless of whether any dispute exists between Tenant and Landlord as to
Landlord’s right to draw upon the L-C. No condition or term of this Lease shall be deemed to render the L-C conditional to justify
the issuer of the L-C in failing to honor a drawing upon such L-C in a timely manner. Tenant agrees and acknowledges that (i) the
L-C constitutes a separate and independent contract between Landlord and the Bank, (ii) Tenant is not a third party beneficiary
of such contract, (iii) Tenant has no property interest whatsoever in the L-C or the proceeds thereof, and (iv) in the event
Tenant becomes a debtor under any chapter of the Bankruptcy Code, Tenant is placed into receivership or conservatorship, and/or there
is an event of a receivership, conservatorship or a bankruptcy filing by, or on behalf of, Tenant, neither Tenant, any trustee, nor Tenant’s
bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the L-C and/or the proceeds thereof
by application of Section 502(b)(6) of the U. S. Bankruptcy Code or otherwise.
4.4.3. **L-C
Amount; Maintenance of L-C by Tenant; Liquidated Damages**. If, as a result of any drawing by Landlord of all or any portion of the
L-C, the amount of the L-C shall be less than the L-C Amount, Tenant shall, within ten (10) business days thereafter, provide Landlord
with additional letter(s) of credit in an amount equal to the deficiency, and any such additional letter(s) of credit shall
comply with all of the provisions of this Section 4.4, and if Tenant fails to comply with the foregoing, the same shall be subject
to the terms of Section 4.4.3 below. Tenant further covenants and warrants that it will neither assign nor encumber the L-C or any
part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment
or attempted encumbrance. Without limiting the generality of the foregoing, if the L-C expires earlier than the L-C Expiration Date,
Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later
than sixty (60) days prior to the expiration of the L-C), which shall be irrevocable and automatically renewable as above provided through
the L-C Expiration Date upon the same terms as the expiring L-C or such other terms as may be acceptable to Landlord in its sole discretion.
However, if the L-C is not timely renewed, or if Tenant fails to maintain the L-C in the amount and in accordance with the terms set
forth in this Section 4.4, Landlord shall have the right to either (x) present the L-C to the Bank in accordance with the terms
of this Section 4.4, and the proceeds of the L-C may be applied by Landlord against any Rent payable by Tenant under this Lease
that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that
it will suffer as a result of any breach or any default under this Lease, or (y) pursue its remedy under Section 4.4.3 below.
In the event Landlord elects to exercise its rights under the foregoing item (x), (I) any unused proceeds shall constitute
the property of Landlord (and not Tenant’s property or, in the event of a receivership, conservatorship, or a bankruptcy filing
by, or on behalf of, Tenant, property of such receivership, conservatorship or Tenant’s bankruptcy estate) and need not be segregated
from Landlord’s other assets, and (II) Landlord agrees to pay to Tenant within thirty (30) days after the L-C Expiration Date
the amount of any proceeds of the L-C received by Landlord and not applied against any Rent payable by Tenant under this Lease that was
not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will
suffer) as a result of any breach or any default under this Lease; provided, however, that if prior to the L-C Expiration Date a voluntary
petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Bankruptcy
Code, then Landlord shall not be obligated to make such payment in the amount of the unused L-C proceeds until either all preference
issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization
case has been dismissed. Notwithstanding anything to the contrary herein, if the L-C has automatic one-year renewal provisions and a
final termination date not sooner than the L-C Expiration Date, Tenant shall not be obligated to deliver Landlord renewal certificates
or a replacement L-C unless the Bank notifies Landlord not less than sixty (60) days next preceding the then expiration date of the L-C,
that it shall not renew such L-C.
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4.4.4. **Transfer
and Encumbrance**. The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining
Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person
or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests
in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in
whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant
from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of
said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and
expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer
and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord
shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall
reimburse Landlord within ten (10) business days after Tenant’s receipt of an invoice from Landlord therefor.
4.4.5. **L-C
Not a Security Deposit**. Landlord and Tenant (1) acknowledge and agree
that in no event or circumstance shall the L-C or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be
or treated as a “security deposit” under any Laws applicable to security deposits in the commercial context, including, but
not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or
succeeded (the “**Security Deposit Laws**”), (2) acknowledge and agree that the L-C (including any renewal
thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws
shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations that any such party may
now, or in the future will, have relating to or arising from the Security Deposit Laws. Tenant hereby irrevocably waives and relinquishes
the provisions of Section 1950.7 of the California Civil Code and any successor statute, and all other provisions of law, now or
hereafter in effect, which (x) establish the time frame by which a landlord must refund a security deposit under a lease, and/or
(y) provide that a landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment
of rent, to repair damage caused by a tenant or to clean the premises, it being agreed that Landlord may, in addition, claim those sums
specified in this Section 4.4 and/or those sums reasonably necessary to (a) compensate Landlord for any loss or damage caused
by Tenant’s breach of this Lease, including any damages Landlord suffers following termination of this Lease, and/or (b) compensate
Landlord for any and all damages arising out of, or incurred in connection with, the termination of this Lease, including, without limitation,
those specifically identified in Section 1951.2 of the California Civil Code.
4.4.6. **Non-Interference
By Tenant**. Tenant agrees not to interfere in any way with any payment to Landlord of the proceeds of the L-C, either prior to or
following a “draw” by Landlord of all or any portion of the L-C, regardless of whether any dispute exists between Tenant
and Landlord as to Landlord’s right to draw down all or any portion of the L-C. No condition or term of this Lease shall be deemed
to render the L-C conditional and thereby afford the Bank a justification for failing to honor a drawing upon such L-C in a timely manner.
Tenant shall not request or instruct the Bank of any L-C to refrain from paying sight draft(s) drawn under such L-C.
4.4.7. **Waiver
of Certain Relief**. Tenant unconditionally and irrevocably waives (and as an independent covenant hereunder, covenants not to assert)
any right to claim or obtain any of the following relief in connection with the L-C:
(i) A
temporary restraining order, temporary injunction, permanent injunction, or other order that would prevent, restrain or restrict the
presentment of sight drafts drawn under any L-C or the Bank’s honoring or payment of sight draft(s); or
(ii) Any
attachment, garnishment, or levy in any manner upon either the proceeds of any L-C or the obligations of the Bank (either before or after
the presentment to the Bank of sight drafts drawn under such L-C) based on any theory whatever.
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4.4.8. **Remedy
for Improper Drafts**. Tenant’s sole remedy in connection with the improper presentment or payment of sight drafts drawn under
any L-C shall be the right to obtain from Landlord a refund of the amount of any sight draft(s) that were improperly presented or
the proceeds of which were misapplied, together with interest at the Default Rate, and reasonable actual out-of-pocket attorneys’
fees, provided that at the time of such refund, Tenant increases the amount of such L-C to the amount (if any) then required under the
applicable provisions of this Lease. Tenant acknowledges that the presentment of sight drafts drawn under any L-C, or the Bank’s
payment of sight drafts drawn under such L-C, could not under any circumstances cause Tenant injury that could not be remedied by an
award of money damages, and that the recovery of money damages would be an adequate remedy therefor. In the event Tenant shall be entitled
to a refund as aforesaid and Landlord shall fail to make such payment within ten (10) business days after demand, Tenant shall have
the right to deduct the amount thereof together with interest thereon at the Default Rate from the next installment(s) of Base Rent.
4.4.9. **Extraordinary
Circumstances**. Notwithstanding anything to the contrary in this Section 4.4,
in the event that Tenant is required to replace the L-C pursuant to the terms hereof as a result of the issuing Bank failing to comply
with the Bank’s Credit Rating Threshold or as the result of the issuing Bank being placed into receivership, and Tenant demonstrates
to Landlord that Tenant is reasonably unable to obtain a substitute L-C from a different issuing Bank reasonably acceptable to Landlord
and that complies in all respects with the requirements of this Section 4.4 within the time period(s) required herein, Tenant
may deposit with Landlord cash in the L-C Amount (the “**Interim Cash Deposit**”) on or before the expiration of
the time period(s) set forth in this Section 4.4. Notwithstanding any Interim Cash Deposit, Tenant shall use commercially reasonable,
diligent efforts to obtain a replacement L-C as soon as possible. Landlord shall within thirty (30) days following Tenant depositing
a replacement L-C with Landlord return the Interim Cash Deposit, less any amounts applied pursuant to this Section 4.4.9. During
any period that Landlord remains in possession of the Interim Cash Deposit (any such period, a “**Deposit Period**”),
it is understood by the parties that such Interim Cash Deposit shall be held by Landlord as security for the full and faithful performance
of Tenant’s covenants and obligations under this Lease. The Interim Cash Deposit shall not constitute an advance of any Rent, an
advance payment of any other kind, nor a measure of Landlord’s damages in case of Tenant’s default. If, during any such Deposit
Period, Tenant Defaults with respect to any provisions of this Lease, then Landlord may but shall not be required to, from time to time,
without notice to Tenant and without waiving any other remedy available to Landlord, use the Interim Cash Deposit, or any portion of
it, to the extent necessary to cure or remedy such default or failure or to compensate Landlord for all damages sustained by Landlord
or which Landlord reasonably estimates that it will sustain resulting from Tenant’s default or failure to comply fully and timely
with its obligations pursuant to this Lease. Tenant shall pay to Landlord within five (5) days of demand any amount so applied in
order to restore the Interim Cash Deposit to its original amount, and Tenant’s failure to immediately do so shall constitute a
Default under this Lease. In the event Landlord is in possession of the Interim Cash Deposit at the expiration or earlier termination
of this Lease, and Tenant is in compliance with the covenants and obligations set forth in this Lease at the time of such expiration
or termination, then Landlord shall return to Tenant the Interim Cash Deposit, less any amounts deducted by Landlord to reimburse Landlord
for any sums to which Landlord is entitled under the terms of this Lease, within sixty (60) days following both such expiration or termination
and Tenant’s vacation and surrender of the Premises. Landlord’s obligations with respect to the Interim Cash Deposit are
those of a debtor and not a trustee. Landlord shall not be required to maintain the Interim Cash Deposit separate and apart from Landlord’s
general or other funds, and Landlord may commingle the Interim Cash Deposit with any of Landlord’s general or other funds. Tenant
shall not at any time be entitled to interest on the Interim Cash Deposit. In the event of a transfer of Landlord’s interest in
the Building, Landlord shall transfer the Interim Cash Deposit, in whole or in part, to the transferee and thereupon Landlord shall,
without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions
hereof shall apply to every transfer or assignment of the whole or any portion of said Interim Cash Deposit to a new landlord. Tenant
hereby waives the provisions of Section 1950.7 of the California Civil Code, or any successor statute.
4.4.10. **Reduction
in Letter of Credit**. If (i) Tenant has not previously been in Default
of the terms of this Lease, more than one (1) time in any rolling twelve (12) month period, and (ii) Tenant is not in default
of the terms of this Lease as of the Reduction Date (defined below), then, as of the first day of the twenty-fifth (25th)
full calendar month of the Lease Term (the “**Reduction Date**”), the required L-C amount shall be reduced to [***].
Following such date Tenant shall have the right to amend the L-C, or provide a replacement L-C, to cause the L-C held by Landlord to
be in such reduced amount. Landlord shall reasonably cooperate with Tenant to provide for such amendment or replacement of the L-C.
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4.5. **Prohibited
Uses**. The Premises and Tenant’s occupancy thereof is subject to any
existing or future recorded covenant, condition or restriction (“**CC&Rs**”) now or hereafter encumbering the
Premises. Tenant agrees to approve, and subordinate this Lease to, any future CC&Rs, provided that such future CC&Rs do not unreasonably
affect Tenant’s rights or increase Tenant’s obligations under this Lease or unreasonably interfere with Tenant’s use
of, operations within, or access to the Premises.
5. **CONDITION
AND DELIVERY OF PREMISES**.
5.1. **Condition
of Premises**. Tenant agrees that Tenant is familiar with the condition of the Premises, and except as set forth in the Tenant Work
Letter, Tenant hereby accepts the Premises on an “AS-IS,” “WHERE-IS” basis, and without any warranty as to the
condition thereof. Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order
and satisfactory condition when Tenant took possession thereof. Except as otherwise set forth in this Lease, Tenant acknowledges that
neither Landlord nor Agent, nor any representative of Landlord, has made any representation or warranty as to the condition of the foregoing
or the suitability of the foregoing for Tenant’s intended use. Tenant represents and warrants that Tenant has made its own inspection
of the foregoing. Except as expressly set forth in the Tenant Work Letter and in Section 13.2 of this Lease, neither Landlord nor
Agent shall be obligated to make any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to
the foregoing in connection with, or in consideration of, this Lease.
5.2. **Delay
in Commencement**. The Lease Term, as defined in Section 1.5 of this Lease, shall commence on the Commencement Date, as that term
is set forth in Section 1.5 of this Lease, and shall terminate on the Expiration Date, as that term is set forth in Section 1.5
of this Lease, unless this Lease is sooner terminated as hereinafter provided. Landlord shall not be liable to Tenant if Landlord fails
to deliver possession of the Premises to Tenant on any particular date, and the obligations of Tenant under the Lease shall not be affected
thereby.
5.3. **Confirmation
of Commencement Date**. At any time following the Commencement Date, Landlord shall have the right, but not the obligation, to deliver
to Tenant a Confirmation of Commencement Date in substantially the form attached hereto as **Exhibit** E. If Tenant fails to
execute and return (or provide correction to any factual error in) such Confirmation of Commencement Date to Landlord within ten (10) business
days of Landlord’s delivery thereof to Tenant, then the form of Confirmation of Commencement Date delivered to Tenant by Landlord
shall automatically be deemed correct and approved.
5.4. **Early
Access**. Subject to the terms of this Section 5.4, Tenant shall have
the right to access the Premises for the period commencing as of the date that this Lease is fully executed and delivered by Landlord
and Tenant and continuing through the date immediately preceding the Commencement Date (such period being referred to herein as the “**Early
Access Period**”). During the Early Access Period, Tenant shall have the right, at its sole cost and expense and in compliance
with all applicable Laws, to install furniture, racking, cabling, security systems, construct the Tenant Improvements in compliance with
the terms of the Tenant Work Letter, and generally prepare the Premises for occupancy. Tenant shall not be required to pay Base Rent,
Operating Expenses (including Taxes), or any other form of Rent during the Early Access Period, provided that Tenant shall be required
to pay for utilities as provided for in this Section 5.4. Tenant agrees that any such entry onto the Premises during the Early Access
Period shall be deemed to be under all of the terms, covenants, conditions and provisions of the Lease (except as to the covenant to
pay Base Rent and Operating Expenses (including Taxes)), and in connection therewith Tenant shall be required to pay for utilities used
by Tenant during the Early Access Period pursuant to the terms of this Section 5.4, below. Tenant further agrees that Landlord shall
not be liable in any way for any injury or death to any person or persons, loss or damage to any of Tenant’s property on the Premises
or loss or damage to property placed thereon prior to the Commencement Date, the same being at Tenant’s sole risk and expense,
provided that the foregoing shall not limit Landlord’s liability, if any, pursuant to applicable Law for personal injury and property
damage to the extent caused by the gross negligence or willful misconduct of Landlord or its agents. Prior to Tenant or any of the Tenant
Parties (defined in Section 9.3.1 below) obtaining access or entry to the Premises, Tenant must first satisfy the Access Conditions
(as hereinafter defined). Any such access or performance in the Premises prior to the Commencement Date shall also be subject to (A) Tenant
first providing to Landlord the certificates of insurance required under this Lease, (B) Tenant’s payment to Landlord of any
amounts (e.g., the payment of the first month Base Rent and the Initial Estimated Additional Rent required under this Lease) required
to be paid by Tenant to Landlord simultaneously with the execution and delivery of this Lease, and (C) Tenant’s delivery of
the L-C in accordance with the terms of Section 4.4 of this Lease (the conditions described in clauses (A), (B) and (C) are
collectively referred to herein as the “**Access Conditions**”). Tenant shall place all utilities for the Premises into
its name prior to the commencement of the Early Access Period or as promptly thereafter as is commercial reasonable; provided, however,
that in the event that Tenant is unable to cause the utilities for the Premises to be separately metered or account transferred prior
to the commencement of the Early Access Period, then Tenant shall be obligated to pay to Landlord, as Additional Rent, any and all utilities
costs that are incurred for the Premises during the entirety Early Access Period. Such payment by Tenant shall be due within ten (10) business
days after Landlord’s delivery to Tenant of a billing statement therefor.
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5.5. **Corrective
Work**. Notwithstanding anything in Section 5.1 above to the contrary,
if (i) as of the Effective Date, (A) any components of the Base Building Work serving the Premises are not in compliance with
the “**ADA**” (i.e., Title III of the Americans with Disabilities Act of 1990 and the regulations and rules promulgated
thereunder, as all of the same may be amended and supplemented from time to time) or other applicable Laws in effect as of such date,
and/or (B) any system and equipment components of the Base Building Work which serve the Premises are not in good order, condition
and repair, and (ii) Tenant becomes aware thereof and delivers to Landlord written notice (the “**Non-Compliance Notice**”)
of such non-compliance described in clause (A) hereinabove and/or such items not being in such condition described in clause (B) hereinabove
(any such non-compliance and/or deficient condition, a “**Non-Compliance Condition**”) by the date which is twelve (12)
months after the Substantial Completion of the Tenant Improvements (the “**Non-Compliance Outside Date**”), then, provided
that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively,
“**Tenant Damage**”) of Tenant, its contractors, agents, employees or its subtenants and/or assignees, Tenant’s
sole remedy, shall be that Landlord shall, at its sole cost and expense (which shall not be included in Operating Expenses), do that
which is necessary to correct such non-compliance with applicable Laws and/or bring such items in good order, condition and repair within
a reasonable period of time after Landlord’s receipt of the applicable Non-Compliance Notice (any such work by Landlord, “**Corrective
Work**”). If Tenant fails to deliver the Non-Compliance Notice to Landlord with respect to any of the matters described in Section 5.5
hereinabove on or prior to the Non-Compliance Outside Date, then Landlord shall have no obligation to perform the Corrective Work described
above in such applicable clause at Landlord’s sole cost and expense. To the extent repairs which Landlord is required to make pursuant
to this Section 5.5 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for the reasonable cost of such
repair within ten (10) business days following Landlord’s request.
6. **SUBORDINATION;
ESTOPPEL CERTIFICATES; ATTORNMENT**.
6.1. **Subordination
and Attornment**. This Lease shall be subject and subordinate to all present
and future ground or underlying leases of the Premises and to the lien of any mortgage, trust deed or other encumbrances now or hereafter
in force against the Premises or any part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements
thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such
mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this
Lease be superior thereto (collectively, the “**Superior Holders**”); provided, however, that in consideration
of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or other encumbrances,
shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in the standard form provided by such Superior
Holders, which requires such Superior Holder to accept this Lease, and not to disturb tenant’s possession, so long as an event
of default has not occurred and be continuing executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in
the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated),
to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure
sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and
to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground
lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes
and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein
may be assigned as security at any time to any lienholder. The terms of this Section 6.1 shall be self-operative, but Tenant shall,
within ten (10) business days of request by Landlord, execute such further commercially reasonable instruments or assurances as
Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust
deeds, ground leases or underlying leases.
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Landlord hereby agrees that,
following the full execution and unconditional delivery of this Lease by Landlord and Tenant, Landlord shall use commercially reasonable
efforts to cause Landlord’s lender that holds a first mortgage or first deed of trust with respect to the Premises to execute a
subordination, non-disturbance and attornment agreement in favor of Tenant on such lender’s standard form (provided that failure
to obtain any such agreement despite Landlord’s commercially reasonable efforts shall not be a default by Landlord). Any costs
or fees incurred in connection with such request shall be paid for by Tenant.
6.2. **Notice
to Lienholder or Ground Lessor**. Notwithstanding anything to the contrary contained in this Lease, upon receipt by Tenant of notice
from any holder of a mortgage, trust deed or other encumbrance in force against the Premises or any lessor under a ground lease or underlying
lease of the Premises, or from Landlord, which notice sets forth the address of such lienholder or ground lessor, and which notice specifically
advises Tenant that all notices under this Lease, to be effective, must be copied to such lienholder or lessor, no notice from Tenant
to Landlord shall be effective unless and until a copy of the same is given to such lienholder or ground lessor at the appropriate address
therefor (as specified in the above-described notice or at such other places as may be designated from time to time in a notice to Tenant).
For the purposes of this Section 6.1, the term “mortgage” shall include a mortgage on a leasehold interest of Landlord
(but not a mortgage on Tenant’s leasehold interest hereunder).
6.3. **Assignment
of Rents**. With reference to any assignment for security purposes by Landlord of Landlord’s interest in this Lease, or the Rent
payable to Landlord hereunder, which assignment is made to any holder of a mortgage, trust deed or other encumbrance in force against
the Premises or to any lessor under a ground lease or underlying lease of the Premises, Tenant agrees as follows:
6.3.1. The
execution of any such assignment by Landlord, and the acceptance thereof by such lienholder or ground lessor, shall never be treated
as an assumption by such lienholder or ground lessor of any of the obligations of Landlord under this Lease, unless such lienholder or
ground lessor shall, by notice to Tenant, specifically otherwise elect.
6.3.2. Notwithstanding
delivery to Tenant of the notice required by Section 6.1.2, above, such lienholder or ground lessor, respectively, shall be treated
as having assumed Landlord’s obligations under this Lease only upon such lienholder’s foreclosure of any such mortgage, trust
deed or other encumbrance, or acceptance of a deed in lieu thereof, and taking of possession of the Premises, or such ground lessor’s
termination of any such ground lease or underlying leases and assumption of Landlord’s position hereunder, as the case may be.
In no event shall such lienholder, ground lessor or any other successor to Landlord’s interest in this Lease, as the case may be,
be liable for any security deposit paid by Tenant to Landlord, unless and until such lienholder, ground lessor or other such successor,
respectively, actually has been credited with or has received for its own account as landlord the amount of such security deposit or
any portion thereof (in which event the liability of such lienholder, ground lessor or other such successor, as the case may be, shall
be limited to the amount actually credited or received).
6.4. **Estoppel
Certificate**. Tenant agrees, from time to time and within ten (10) business days after request by Landlord, to deliver to Landlord,
or Landlord’s designee, a commercially reasonable estoppel certificate certifying, if true, the following: (i) that this Lease
is unmodified and in full force and effect (or, if modified, stating the nature of such modification); (ii) the date to which rent
and other charges are paid in advance, if any; (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured
defaults on Landlord’s part hereunder (or specifying such defaults if they are claimed); and (iv) such other factual information
as Landlord may reasonably request. Tenant’s failure to deliver such statement within such time shall be conclusive upon the Tenant
that the terms of the proposed estoppel are true, this Lease is in full force and effect without modification, except as may be represented
by Landlord, and that there are no uncured defaults in Landlord’s performance. Landlord and Tenant intend that any statement delivered
pursuant to this Section may be relied upon by Landlord, any prospective purchaser or mortgagee of the Premises or of any interest
therein, or any other Landlord designee, and their respective successors and assigns.
6.5. **Transfer
by Landlord**. In the event of a sale or conveyance by Landlord of the Premises,
and the assumption by such successor of all obligations of Landlord under this Lease. the same shall operate to release Landlord from
any future liability for any of the covenants or conditions, express or implied, herein contained in favor of Tenant and first arising
or accruing after the effective date of Landlord’s transfer of its interest in the Premises, and in such event Tenant agrees to
look solely to Landlord’s successor in interest (“**Successor Landlord**”) with respect thereto and agrees
to attorn to such successor.
7. **QUIET
ENJOYMENT**.
Subject to the provisions
of this Lease, so long as Tenant pays all of the Rent and performs all of its other obligations hereunder, Tenant shall not be disturbed
in its possession of the Premises by Landlord, Agent or any other person lawfully claiming through or under Landlord; provided, however,
in addition to Landlord’s rights under this Lease, Landlord and Landlord’s agents, employees, contractors and representatives
shall be provided reasonable access to the Premises such that Landlord and Landlord’s agents, employees, contractors and representatives
may perform or satisfy any obligations imposed on Landlord under this Lease without undue interruption, delay or hindrance. This covenant
shall be construed as a covenant running with the Premises and is not a personal covenant of Landlord. Tenant shall not unreasonably
interrupt, delay, prevent or hinder the performance of any services or work by or on behalf of Landlord.
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8. **ASSIGNMENT
AND SUBLETTING**.
8.1. **In
General**. Except with respect to Permitted Transfers (as defined below),
Tenant shall not (a) assign (whether directly or indirectly), in whole or in part, this Lease, or (b) allow this Lease to be
assigned, in whole or in part, by operation of law or otherwise, including, without limitation, if Tenant’s equity interests are
not traded on a public exchange, by transfer of a controlling interest (i.e. a 51% or greater interest) of stock, membership interests
or partnership interests, or by merger or dissolution, which transfer of a controlling interest, merger or dissolution shall be deemed
an assignment for purposes of this Lease, or (c) mortgage Tenant’s interest in either or both of the Premises and this Lease
or pledge its interest in this Lease, or (d) sublet the Premises, in whole or in part, without (in the case of any or all of (a) through
(d) above) the prior written consent of Landlord (and Landlord’s lender, if applicable), which consent shall not be unreasonably
withheld, conditioned, or delayed. If Tenant desires Landlord’s consent to a proposed transfer, Tenant shall notify Landlord in
writing, which notice (the “**Transfer Notice**”) shall include (i) the proposed effective date of the Transfer,
which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer
Notice, (ii) a description of the portion of the Premises to be transferred (the “**Subject Space**”), (iii) all
of the material terms of the proposed transfer and the consideration therefor, including calculation of the Transfer Premium (defined
below) in connection with such transfer, the name and address of the proposed transferee, and a copy of all existing executed and/or
proposed documentation pertaining to the proposed transfer, including all existing operative documents to be executed to evidence such
transfer or the agreements incidental or related to such transfer, and (iv) current financial statements of the proposed transferee
certified by an officer, partner or owner thereof, business credit and personal references and history of the proposed transferee and
any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character,
and reputation of the proposed transferee, nature of such transferee’s business and proposed use of the Subject Space. In making
its determination to provide or withhold its consent, Landlord will take into consideration both the business experience and the financial
condition of the surviving entity that shall constitute its tenant after the occurrence of any of (a) through (d) above, and
Landlord may impose reasonable conditions precedent to the issuance of its consent (e.g. delivery of a guarantee or other collateral,
whether in the form of a security deposit or otherwise). Whether or not Landlord consents to any proposed transfer, Tenant shall pay
Landlord’s review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys’,
accountants’, architects’, engineers’ and consultants’ fees) incurred by Landlord within thirty (30) days after
written request by Landlord, not to exceed $3,500 per request in the ordinary course. Landlord shall respond to Tenant’s request
for consent to a Transfer within thirty (30) days of receipt of Tenant’s request, together with any other information reasonably
requested by Landlord. If Landlord fails to respond within such thirty (30) day period, Tenant may send a second written request, which
request shall include a copy of the Transfer request and shall contain, in bold, capital letters, the following: **“THIS NOTICE
CONSTITUTES TENANT’S SECOND NOTICE OF ITS REQUEST FOR CONSENT TO A TRANSFER PURSUANT TO SECTION 8.1 OF THE LEASE; LANDLORD’S
FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED LANDLORD’S APPROVAL OF THE REQUESTED TRANSFER.”** If Landlord fails to respond to such second notice within five (5) business days of receipt, Tenant’s request for the applicable
Transfer shall be deemed approved. In no event shall any assignment or sublease ever release Tenant or any guarantor from any obligation
or liability hereunder. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord
(and Landlord’s lender, if applicable) shall be absolutely null and void. No assignment of this Lease shall be effective and valid
unless and until the assignee executes and delivers to Landlord (and Landlord’s lender, if applicable) any and all documentation
reasonably required by Landlord (and Landlord’s lender, if applicable) in order to evidence assignee’s assumption of all
obligations of Tenant hereunder. Regardless of whether or not an assignee or sublessee executes and delivers any documentation to Landlord
pursuant to the preceding sentence, any assignee or sublessee shall be deemed to have automatically attorned to Landlord in the event
of any termination of this Lease. If this Lease is assigned, or if the Premises (or any part thereof) are sublet or used or occupied
by anyone other than Tenant, whether or not in violation of this Lease, Landlord or Agent may (without prejudice to, or waiver of Landlord’s
rights), collect Rent from the assignee, subtenant or occupant. In the event of an assignment of this Lease and the payment of consideration
from the assignee to the Tenant for such assignment, fifty percent (50%) of such consideration less Transfer Costs (as defined below)
shall be paid to Landlord within thirty (30) days of receipt of such funds from the assignee. With respect to the allocable portion of
the Premises sublet, in the event that the total rent and any other considerations received under any sublease by Tenant is greater than
(on a pro rata and proportionate basis) the total Rent required to be paid, from time to time, under this Lease, Tenant shall pay to
Landlord fifty percent (50%) of such excess, after deduction of Transfer Costs (on an amortized basis over the term of the applicable
sublease), within thirty (30) days of when received from any subtenant, and such amount shall be deemed a component of the Additional
Rent. The amounts payable to Landlord in the event of an assignment or sublease pursuant to the terms of this Section 8 shall be
referred to herein as the “**Transfer Premium**”. As used herein, “**Transfer Costs**” shall mean (i) any
costs of changes, alterations, and improvements made to the Premises in connection with such Transfer, (ii) any free base rent reasonably
provided to the transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same
is included in the calculation of total consideration payable by such transferee), (iii) brokerage commissions paid in connection
with such Transfer, and (iv) reasonable legal fees incurred in connection with such Transfer, and (v) any amounts payable to
Landlord under this Section 8.1. Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed transferee claims
that Landlord has unreasonably withheld or delayed its consent under this Section 8 or otherwise has breached or acted unreasonably
under this Section 8, their sole remedies shall be a suit for contract damages (other than damages for injury to, or interference
with, Tenant’s business including, without limitation, loss of profits, however occurring) or a declaratory judgment and an injunction
for the relief sought, and Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any successor
statute, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf
and, to the extent permitted under all applicable laws, on behalf of the proposed transferee. Tenant shall indemnify, defend and hold
harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any
third party or parties (including without limitation Tenant’s proposed subtenant or assignee) who claim they were damaged by Landlord’s
wrongful withholding or conditioning of Landlord’s consent.
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8.2. **Effect
of Transfer**. If Landlord consents to a transfer: (i) the terms and conditions of this Lease shall in no way be deemed to have
been waived or modified; (ii) such consent shall not be deemed consent to any further transfer by either Tenant or a transferee;
(iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the
transfer in form reasonably acceptable to Landlord; and (iv) no transfer relating to this Lease or agreement entered into with respect
thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from liability under this
Lease. Landlord or its authorized representatives shall have the right at all reasonable times and upon at least five (5) business
days’ prior notice to audit the books, records and papers of Tenant relating to any transfer, and shall have the right to make
copies thereof. If the Transfer Premium with respect to any Transfer shall be found understated, Tenant shall, within thirty (30) days
after demand, pay (a) the deficiency, and (b) if understated by more than five percent (5%) Landlord’s actual, reasonable
and documented out-of-pocket costs of such audit.
8.3. **Landlord’s
Recapture Right**. Notwithstanding anything to the contrary contained in this Section 8, in the event that Tenant desires to sublease
all or substantially all of the Premises for the entire or substantially all of the then remaining Lease Term or to assign this Lease
at any time during the Lease Term, then Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after
receipt of any Transfer Notice, to (i) recapture the Premises, or (ii) take an assignment of the Lease or sublease the Premises.
Such recapture, or sublease or assignment notice, shall cancel and terminate this Lease, or create a sublease or assignment, as the case
may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed transfer;
provided, however, that no later than five (5) days following receipt of Landlord’s notice electing to recapture the Premises,
Tenant may send written notice to Landlord rescinding its Transfer Notice, in which event this Lease shall continue in full force and
effect. If Landlord declines, or fails to elect in a timely manner, to recapture, sublease or take an assignment of the Subject Space
under this Section 8.3, then, provided Landlord has consented to the proposed transfer, Tenant shall be entitled to proceed to transfer
the Subject Space to the proposed transferee, subject to provisions of this Section 8.
21
8.4. **Permitted
Transfers**. Notwithstanding anything to the contrary contained in this Lease,
(A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is Controlled (defined
below) by, Controls, or is under common Control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital
stock in Tenant in connection with an initial public offering or any subsequent offering or transfer of Tenant’s stock on a nationally-recognized
stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interests or assets
of Tenant, or (D) an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during
the Lease Term (or a merger from which Tenant is the surviving entity), shall not be deemed a Transfer requiring Landlord’s consent
under this Section 8 (any such assignee or sublessee described in items (A) through (D) hereinafter referred to as
a “**Permitted Transferee**”) and shall not require the payment of Landlord’s review fee or any Transfer
Premium set forth in Section 8.1, provided that (i) Tenant notifies Landlord at least ten (10) business days prior to
the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested
by Landlord regarding such transfer or transferee as set forth above (unless such notice is prohibited by applicable Laws, in which event
Tenant shall deliver such notice as soon as permitted), (ii) Tenant is not in default, beyond any applicable notice and cure period,
and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee
shall be of a character and reputation consistent with the quality of the Premises, (iv) such Permitted Transferee shall have a
tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“**Net
Worth**”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the
Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) except in cases
of a Series Reorganization, in which case the surviving entity in the series to which this Lease has been designated shall be liable
as the Tenant under this Lease, no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve
Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability
of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as
a Permitted Transferee may also be referred to herein as a “**Permitted Transferee Assignee**.” “**Control**,”
as used in this Section 8.3, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting
securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the
voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises
sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment
or subletting requiring Landlord’s consent.
9. **COMPLIANCE
WITH LAWS**.
9.1. **Compliance
with Laws**. Tenant shall, at its sole expense (regardless of the cost thereof),
comply with all local, state and federal laws, statutes, rules, ordinances, regulations, administrative orders, codes and requirements
now or hereafter in force by any governmental or administrative authority (federal, state or local) having jurisdiction over the Premises
and the Permitted Use (“**Authority**”), and all judicial and administrative decisions in connection with the enforcement
thereof (collectively, “**Laws**”), pertaining to any or all of the Premises and Tenant’s use and occupancy thereof,
and including, but not limited to, all Laws concerning or addressing matters of an environmental nature. The foregoing obligation shall
include, but not be limited to, Tenant’s obligation to timely comply with any obligations imposed under the Americans With Disabilities
Act (as it may be modified or amended from time to time), if and to the extent that such compliance is required because of, or due to
the Tenant Improvements (whether the same is constructed by Landlord or Tenant, as applicable) or any Alterations made by Tenant. If
any license or permit is required for the conduct of Tenant’s business in the Premises, Tenant, at its expense, shall procure such
license or permit prior to the Commencement Date, and shall maintain such license or permit in good standing throughout the Lease Term.
Tenant shall give prompt written notice to Landlord of any written notice it receives of the alleged violation of any Law or requirement
of any Authority with respect to either or both of the Premises and the use or occupation thereof. The judgment of any court of competent
jurisdiction (or the admission of Tenant in any action or proceeding against Tenant, whether Landlord is a party thereto or not), that
any such Law pertaining to the Premises has been violated by Tenant, or the Tenant Parties, shall be conclusive of that fact as between
Landlord and Tenant. Additionally, Tenant shall, at its sole cost and expense, ensure that Tenant and the Tenant Parties comply, in all
material respects, with any federal, state and local governmental rules, regulations, mandates, requirements and recommendations related
to the coronavirus/COVID-19 pandemic (or any other pandemic or national health emergency) at or in the Premises or the industrial park
of which the Premises are a part, including, without limitation, taking all recommended precautions to ensure their own health and safety
and the health and safety of all tenants, occupants, visitors and employees at the Premises or the industrial park of which the Premises
are a part.
22
9.2. **Environmental
Impact**.
9.2.1. **Tenant’s
Operations**. Tenant shall use commercially reasonable efforts to conduct
its operations in the Building to: (1) minimize to the extent commercially reasonable and feasible: (A) direct and indirect
energy consumption and greenhouse gas emissions; (B) water consumption; (C) the amount of material entering the waste stream;
and (D) negative impacts upon the indoor air quality of the Building; and (2) permit the Building to maintain its LEED rating
and an Energy Star label, to the extent applicable, or obtain or maintain certification under any other applicable sustainability guidelines.
Notwithstanding the foregoing or anything to the contrary contained in this Lease, Tenant shall comply, at its sole cost and expense,
with all applicable requirements imposed upon the Premises or the use and operation of the Premises by: (i) the South Coast Air
Quality Management District pursuant to the Warehouse Indirect Source Rule, as same may be amended from time to time (the “**ISR**”),
and (ii) the Los Angeles Mitigation and Monitoring and Reporting Program, as same may be amended from time to time (the “**MMRP**”).
In connection with the foregoing, Tenant shall, on a timely basis, submit to the South Coast Air Quality Management District any and
all required information and/or documentation due under the ISR. A copy of such information and/or documentation shall be provided to
Landlord concurrently with Tenant’s submittal of any such information and/or documentation to the South Coast Air Quality Management
District. Tenant shall be responsible for the full amount of any expenses, including, without limitation, any fines or penalties that
are imposed on Landlord as a result of Tenant’s failure to comply with the ISR. Tenant hereby acknowledges and agrees that Landlord
shall have the right, at its option, and at Tenant’s cost, to implement a program to monitor the number of truck and trailer trips
at the Premises and Tenant’s compliance with the ISR. Notwithstanding the foregoing, to the extent the ISR requires installation
of physical infrastructure that constitutes capital improvements, such capital improvements shall be deemed and shall be treated as Qualifying
Capital Improvements pursuant to the terms of Section 3 above and Tenant shall be liable for the payment of the same in accordance
with the terms of Section 3 above.
9.2.2. **Landlord
Operations**. Landlord shall comply with all applicable requirements of the ISR and MMRP imposed upon or required to be performed by
Landlord as owner of the Premises (if any) pursuant to the terms thereof, the costs and expenses of which shall be included in Operating
Expenses.
9.3. **Hazardous
Materials**.
9.3.1. **In
General**. If, at any time or from time to time during the Lease Term (or
any extension thereof), any Hazardous Material (defined below) is handled, generated, transported, stored, used, treated or disposed
of at, to, from, on or in the Premises by, or as a result of any act or omission of, any or all of Tenant and any or all of the Tenant
Parties (hereinafter, “**Tenant Haz Mat Use**”): (i) Tenant shall, at its own cost, at all times comply (and
cause all Tenants Parties to comply) with all Laws relating to Tenant Haz Mat Use, and Tenant shall further, at its own cost, obtain
and maintain in full force and effect at all times all licenses, permits and other approvals required in connection therewith (“**Required
Permits**”); (ii) Tenant shall promptly provide Landlord or Agent with complete copies of all communications, licenses,
permits or agreements with, from or issued by any Authority or any private entity relating in any way to the presence, release, threat
of release, or placement of Hazardous Materials on or in the Premises, or the handling, generation, transportation, storage, use, treatment,
or disposal at, on, in or from the Premises, of any Tenant Haz Mat Use; (iii) Landlord, Agent and their respective agents and employees
shall have the right to either or both (x) enter the Premises and (y) conduct appropriate tests, at Landlord’s expense,
for the purposes of ascertaining Tenant’s compliance with all applicable Laws or Required Permits and Environmental Permits relating
in any way to Tenant Haz Mat Use; provided, however, that Tenant (not Landlord) shall be responsible for the cost of such tests to the
extent Landlord has a reasonable basis to believe, or such tests show, that Tenant is not in compliance with this Section 9.3; and
(iv) upon written request by Landlord or Agent, Tenant, at Landlord’s cost, shall cause to be performed, and shall provide
Landlord with the results of, reasonably appropriate tests of air, soil vapor, water (surface or groundwater or both), soil or building
components to demonstrate that Tenant is in compliance with all applicable Laws and Required Permits and Environmental Permits relating
in any way to the Tenant Haz Mat Use on, at, in or from all or any portion of the Premises; provided, however, that Tenant (not Landlord)
shall be responsible for the cost of such tests to the extent Landlord has a reasonable basis to believe, or such tests show, that Tenant
is not in compliance with this Section 9.3. At Tenant’s sole cost, Tenant will at all times during the Lease Term (and at
all times thereafter that Tenant remains in possession of the Premises or is in holdover pursuant to the terms of this Lease) take all
reasonable measures to prevent the release or discharge of Hazardous Materials on, at, in or from the Premises, which measures shall
include, but are not limited to, making regular inspections of all areas, containers and apparatus in which Hazardous Materials are stored,
used, generated or otherwise present, and installing and maintaining appropriate containment and secondary containment devices. This Section 9.3 does not authorize the handling, generation, transportation, storage, use, treatment or disposal of any Hazardous
Materials at, to, from, on or in the Premises in contravention of this Section 9. Tenant covenants to investigate, clean
up and otherwise undertake all response actions required for (collectively, “**Response Actions**”), at Tenant’s
sole expense, any release of Hazardous Materials caused, to the extent contributed to, or created by any or all of (A) Tenant and
(B) any or all of Tenant’s officers, directors, members, managers, partners, invitees, agents, employees, contractors or representatives
(collectively, “**Tenant Parties**”) during the Lease Term. Such Response Actions shall be performed only after Tenant
has obtained Landlord’s prior written consent; provided, however, that Tenant shall be entitled to respond (in a reasonably appropriate
manner) immediately to an emergency without first obtaining such consent, if Tenant promptly thereafter delivers to Landlord written
notice of the emergency and the action taken to remedy it. All Response Actions shall be performed in strict compliance with Laws and
to the reasonable satisfaction of Landlord and the Authority, such that the Authority issues an unconditional determination that no further
action is required with respect to Tenant Haz Mat Use and the Premises is acceptable for unrestricted use (“**NFA Status**”).
For purpose of clarification, the term “unrestricted use” as used in the foregoing sentence shall not be deemed to require
Tenant to return the Premises to Landlord in more of a pristine condition than that existing as of the date of the delivery of the Premises
to Tenant. Tenant shall not enter into any settlement agreement, consent decree or other compromise with respect to any claims relating
to any Hazardous Materials in any way connected to the Premises without first obtaining Landlord’s written consent (which consent
may be given or withheld in Landlord’s sole, but reasonable, discretion) and affording Landlord the reasonable opportunity to participate
in any such proceedings.
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9.3.2. **Definitions**.
As used in this Lease, the term “**Environmental Laws**” means all federal, state, local, or municipal laws, rules,
orders, regulations, statutes, ordinances, codes or decrees, or any other requirements of governmental authorities regulating, relating
to, or imposing liability or standards of conduct concerning any Hazardous Material, or pertaining to occupational health or industrial
hygiene (and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous
Materials on, under, or about the Premises), or occupational or environmental conditions on, under, or about the Premises, as now or
may at any later time be in effect, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 (CERCLA) [42 USCS §§ 9601, et seq.]; the Resource Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§
6901, et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (FWPCA) [33 USCS §§ 1251, et seq.];
the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601, et seq.]; the Hazardous Materials Transportation Act (HMTA) [49 USCS
§§ 1801, et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§ 136, et seq.]; the Superfund Amendments
and Reauthorization Act [42 USCS §§ 9601, et seq.]; the Clean Air Act [42 USCS §§ 7401, et seq.]; the Safe Drinking
Water Act [42 USCS §§ 300f, et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901, et seq.]; the Surface Mining
Control and Reclamation Act [30 USCS §§ 1201, et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS §§
11001, et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous
Substances Act [H & S C §§ 25280, et seq.]; the California Hazardous Substances Account Act [H & S C §§
25300, et seq.]; the California Hazardous Waste Control Act [H & S C §§ 25100, et seq.]; the California Safe Drinking
Water and Toxic Enforcement Act [H & S C §§ 24249.5, et seq.]; and the Porter-Cologne Water Quality Act [Wat C §§
13000, et seq.], together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state,
or local law, rule, order, statute, ordinance, code, decree or regulation of similar import now in effect or later enacted that pertains
to occupational health or industrial hygiene, and only to the extent that the occupational health or industrial hygiene laws, rules,
orders, statutes, ordinances, codes, decrees or regulations relate to Hazardous Materials on, under, or about the Premises, or the regulation
or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use. As used in this Lease,
the term, “**Hazardous Materials**,” shall mean any waste, material or substance (whether in the form of liquids, solids
or gases, and whether or not airborne) that is or may be deemed to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful
or injurious, or that presents a risk to public health or to the environment, and that is or becomes regulated by any Laws and include,
without limitation, any hazardous or toxic material, hazardous substance, irritant, chemical, or waste, including without limitation
(A) any material defined, classified, designated, listed or otherwise considered under any environmental law as a “hazardous
waste,” “hazardous substance,” “hazardous material,” “extremely hazardous waste,” “acutely
hazardous waste,” “radioactive waste,” “biohazardous waste,” “pollutant,” “toxic pollutant,”
“contaminant,” “restricted hazardous waste,” “infectious waste,” “toxic substance,” or
any other term or expression intended to define, list, regulate or classify substances by reason of properties harmful to health, safety
or the indoor or outdoor environment, (B) any material, substance or waste which is toxic, ignitable, corrosive, reactive, explosive,
flammable, infectious, radioactive, carcinogenic or mutagenic, and which is or becomes regulated by any local, state or federal governmental
authority, any agency of the State of California or any agency of the United States Government, (C) any oil, petroleum, petroleum
based products, petroleum additives, and/or derived substances of breakdown product, (D) asbestos, (E) petroleum and petroleum
based products, (F) urea formaldehyde foam insulation, (G) polychlorinated biphenyls, (H) any per- and polyfluoroalkyl
substances, (I) pesticides, (J) Freon and other chlorofluorocarbons, (K) any drilling fluids, produced waters and other
wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources, (L) lead-based
paint and (M) solvents
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9.3.3. **Environmental
Permits**. Tenant represents and warrants to Landlord that, to its knowledge,
after inquiry and diligence, Tenant is currently in compliance with all applicable Environmental Laws and that there are no pending or
threatened notices of deficiency, notices of violation, orders, or judicial or administrative actions involving alleged violations by
Tenant or Tenant Parties of any Environmental Laws. Tenant, at Tenant’s sole cost and expense, shall be responsible for obtaining
all Required Permits, including, without limitation, any permits or licenses or approvals required under Environmental Laws and necessary
for Tenant’s operation of its business on the Premises (“**Environmental Permits**”) and shall make all notifications
and registrations that are relevant to its tenancy under this Lease and required by any applicable Environmental Laws. Tenant, at Tenant’s
sole cost and expense, shall at all times comply with the terms and conditions of all such Environmental Permits and with any other applicable
Environmental Laws with respect to Tenant’s Haz Mat Use. Tenant shall secure unconditional closure of any and all the Environmental
Permits from the Authority issuing same prior to the expiration of the Lease Term. Tenant represents and warrants that it has (or, prior
to the Commencement Date, it shall) obtained all such Environmental Permits and made all such notifications and registrations required
by any applicable Environmental Laws necessary for Tenant’s operation of its business on the Premises. Tenant shall not cause or
permit any Hazardous Materials to be brought upon, kept or used in or about the Premises without the prior written consent of Landlord,
which consent shall not be unreasonably withheld; provided, however, that the (x) consent of Landlord shall not be required for
the use at the Premises of cleaning supplies, toner for photocopying machines and other similar materials, in containers and quantities
reasonably necessary for, and consistent with, normal and ordinary use by Tenant in the routine operation or maintenance of Tenant’s
office equipment or in the routine janitorial service, cleaning and maintenance for the Premises; and (y) Tenant may utilize such
Hazardous Materials in, at and on the Premises in the amounts and quantities as are specifically disclosed on the Tenant Operations Inquiry
(as defined below) form, unless within fifteen (15) business days following delivery thereof to Landlord, Landlord specifically and expressly
objects, in its reasonable discretion, and in writing, to any Hazardous Materials disclosed on the Tenant Operations Inquiry form and/or
the nature and/or extent thereof. For purposes of the foregoing, Landlord shall be deemed to have reasonably withheld consent if Landlord
determines that the presence of such Hazardous Material within the Premises could result in a risk of harm to person or property, negatively
affect the value or marketability of the Premises, be excluded from coverage under Landlord’s insurance policies, violate the terms
of Landlord’s financing for the Premises, or result in increases in cost of or the scope of Landlord’s insurance policies,
or pose a financial risk that is not adequately secured by Tenant’s financial strength. Regardless of any consents granted by Landlord,
to Tenant and allowing Hazardous Materials upon the Premises, under no circumstances whatsoever may Tenant cause or permit any release
of Hazardous Materials by Tenant or the Tenant Parties. Additionally, regardless of any consents granted by Landlord, to Tenant, and
allowing Hazardous Materials upon the Premises, under no circumstances whatsoever may Tenant cause or permit any or all of (1) any
activity on the Premises which would cause the Premises to become subject to regulation as a hazardous waste treatment, storage or disposal
facility under applicable Environmental Laws, (2) any activity on the Premises which would cause the Premises to become subject
to any lien imposed under, or as a result of, any Environmental Law, (3) the discharge of Hazardous Materials into the storm sewer
system or the sanitary system serving the Premises, and (4) the installation of any underground tank, oil/water separator, sump
pump, or underground piping on or under the Premises.
The undertakings, covenants
and obligations imposed on Tenant under this Section 9.3 shall survive the termination or expiration of this Lease.
On
or before the Effective Date, Tenant has completed and delivered to Landlord the Tenant Operations Inquiry form attached hereto and incorporated
herein as **Exhibit G** (“**Tenant Operations Inquiry**”); Tenant completed such form based upon the nature
of Tenant’s proposed business operations at the Premises, and Tenant acknowledges that Landlord shall and will rely upon Tenant’s
completed Tenant Operations Inquiry form. From time to time during the Lease Term (but no more often than once in any twelve-month period
unless Tenant is in default hereunder or unless Tenant assigns this Lease or subleases all or any portion of the Premises, whether or
not in accordance with this Section), Tenant shall provide an updated and current Tenant Operations Inquiry form upon Landlord’s
request.
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Notwithstanding anything
in this Lease to the contrary, Tenant shall have no responsibility, liability or obligation to indemnify any Landlord Indemnified Party
with respect to Hazardous Materials (a) which were in existence in, on, or around the Premises as of the Effective Date, (b) were
not first introduced to the Premises by Tenant or any Tenant Parties, or (c) migrate to the Premises from adjacent sites or due
to the acts of Landlord or other tenants of the Project. Tenant shall carry the burden of proof with respect to the Hazardous Materials
used at the Premises, such that any Hazardous Materials present on or under the Premises that are on the Tenant Operations Inquiry (as
may be updated pursuant to this Lease) shall be presumed to have been released by Tenant, unless Tenant demonstrates to the contrary
by a preponderance of the evidence, provided that the foregoing shall not be applicable to any Hazardous Materials contamination disclosed
in that certain Phase I Report, dated April 29, 2024, and prepared by Roux Associates, Inc.
9.4. **CASp**.
For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges,
that the Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of
the California Civil Code, Landlord hereby states as follows: “A Certified Access Specialist (CASp) can inspect the subject premises
and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state
law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit
the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee
or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the
CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of
construction-related accessibility standards within the premises.” In furtherance of the foregoing, Landlord and Tenant hereby
agree as follows: (a) any CASp inspection requested by Tenant shall be conducted, at Tenant’s sole cost and expense, by a
CASp designated by Landlord; and (b) Tenant, at its sole cost and expense, shall be responsible for making any improvements or repairs
within the Premises to correct violations of construction-related accessibility standards disclosed by such CASp inspection.
10. **INSURANCE**.
10.1. **Insurance
to be Maintained by Landlord**
.
Landlord shall maintain: (a) “all-risk” (special form or equivalent) property insurance policy covering the Premises
(at its full replacement cost), but excluding Tenant’s personal property from and after the date upon which Landlord causes substantial
completion of the Base Building Work; (b) commercial general liability insurance covering Landlord for claims arising out of liability
for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Premises and otherwise resulting
from any acts and operations of Landlord, its agents and employees; and (c) any other insurance coverage deemed appropriate by Landlord
in its commercially reasonable discretion or required by Landlord’s lender. All of the coverages described in (a) through
(c) shall be determined from time to time by Landlord, in its sole but reasonable discretion. All insurance maintained by Landlord
shall be in addition to and not in lieu of the insurance required to be maintained by the Tenant. The requirements of this Section 10.1
are referred to as the “**Landlord Insurance Requirements**”. If any increase in the cost of any insurance on the
Premises is caused by Tenant’s use of the Premises, then Tenant shall pay the amount of such increase to Landlord, as Additional
Rent.
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10.2. **Insurance
to be Maintained by Tenant**.
10.2.1. **In
General**. Tenant shall purchase, at its own expense, and keep in force at
all times from and after the Insurance Start Date (as defined below), the policies of insurance set forth in Section 10.2.2 below
(collectively, “**Tenant’s Policies**”). All Tenant’s Policies shall (a) be issued by an insurance
company with a Best’s rating/financial size category of A/VIII or better and otherwise reasonably acceptable to Landlord and shall
be licensed to do business in the state in which the Premises is located; (b) provide that said insurance shall not be canceled
or materially modified unless thirty (30) days’ prior written notice (ten (10) days for non-payment of premium) shall have
been given to Landlord; (c) provide for deductible amounts that are reasonably acceptable to Landlord (and its lender, if applicable)
and (d) otherwise be in such form, and include such coverages, as Landlord may reasonably require. The Tenant’s Policies described
in (i) and (ii) below shall (1) provide coverage on an occurrence basis; (2) name Landlord (and its lender, if applicable)
and Landlord’s property manager, if Landlord so requests, as additional insureds; (3) provide coverage, to the extent insurable,
for the indemnity obligations of Tenant under this Lease; (4) contain a separation of insured parties provision; (5) be primary,
not contributing with, and not in excess of, coverage that Landlord may carry; and (6) provide coverage with no exclusion for a
pollution incident arising from a hostile fire. Certified copies of Tenant’s Policies (or, at Landlord’s option, Certificates
of Insurance and applicable endorsements, including, without limitation, an “**Additional Insured Managers or Landlords of Premises**”
endorsement) shall be delivered to Landlord prior to the Commencement Date and renewals thereof shall be delivered to Landlord’s
notice addresses at least thirty (30) days prior to the applicable expiration date of each Tenant’s Policy. In the event that Tenant
fails, at any time or from time to time, to comply with the requirements of the preceding sentence, Landlord may (x) order such
insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand, as Additional Rent
or (y) impose on Tenant, as Additional Rent, a monthly delinquency fee, for each month during which Tenant fails to comply with
the foregoing obligation, in an amount equal to ten percent (10%) of the Base Rent then in effect. In the event of any incident which
could give rise to a claim under the insurance policies described in this Section, Tenant shall advise Landlord in writing within twenty-four
(24) hours, providing as much detail about the incident as is known at the time. Following such initial notice, and at Landlord’s
request, Tenant shall promptly provide Landlord any documents or information requested by Landlord related to the incident. Tenant shall
provide written notice to Landlord in accordance with this Lease prior to the cancelation or material modification of any of Tenant’s
Policies.
10.2.2. **Tenant’s
Policies**. Tenant shall maintain the following coverages in the following
amounts at all times prior to the date (the “**Insurance Start Date**”) of Tenant’s entry into the Premises
(including, without limitation, during any Early Access Period), and continuing thereafter throughout the Lease Term:
10.2.2.1. Commercial
General Liability Insurance covering the insured against claims of bodily injury, personal injury and property damage arising out of
Tenant’s operations, assumed liabilities or use of the Premises, including a Commercial General Liability endorsement covering
the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1.2 above
(and with owned and non-owned automobile liability coverage, and liquor liability coverage, if applicable), for limits of liability not
less than: (i) Bodily Injury and Property Damage Liability - [***] each occurrence and [***] annual aggregate, and (ii) Personal
Injury Liability - [***] each occurrence and [***] annual aggregate.
10.2.2.2. Physical
Damage Insurance covering (i) all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant’s
property on the Premises installed by, for, or at the expense of Tenant, and (ii) all tenant improvements, Alterations and other
improvements and additions in and to the Premises, including the Tenant Improvements, and any improvements, alterations or additions
installed above the ceiling of the Premises or below the floor of the Premises. Such insurance shall be written on a physical loss or
damage basis under a “special form” policy, for the full replacement cost value new without deduction for depreciation of
the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include a vandalism and malicious
mischief endorsement, sprinkler leakage coverage and earthquake sprinkler leakage coverage;
10.2.2.3. Business
auto liability insurance covering Tenant, against any personal injuries or deaths of persons and property damage based upon or arising
out of the ownership, use, occupancy or maintenance of a motor vehicle at the Premises and all areas appurtenant thereto in the amount
of not less than [***], combined single limit;
10.2.2.4. Workers’
compensation and employer’s liability insurance per the applicable state statutes covering all employees of Tenant, with the employer’s
liability portion thereof to have minimum limits of [***];
10.2.2.5. Business
interruption insurance equal to not less than fifty percent (50%) of the estimated gross earnings (as defined in the standard form of
business interruption insurance policy) of Tenant at the Premises, which insurance shall be issued on an “all risks” basis
(or its equivalent); and
10.2.2.6. If
Tenant handles, stores or utilizes Hazardous Materials in its business operations, pollution legal liability insurance with limits reasonably
acceptable to Landlord.
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Any policy proceeds from the “all-risk”
property insurance shall be held in trust by Tenant’s insurance company for the repair, construction and restoration or replacement
of the property damaged or destroyed unless this Lease shall cease and terminate under the casualty provisions of this Lease.
The
requirements set forth in this Sections 10.2 and the obligated imposed on Tenant pursuant to the terms of Section 10.3, below,
are collectively referred to as the “**Tenant Insurance Requirements**”.
10.3. **Waiver
of Subrogation**. Notwithstanding anything to the contrary in this Lease, each of Landlord and Tenant hereby waives any and all claims
against the other for Losses to the extent they are insured against or required to be insured against under this Lease; including, but
not limited to, Losses, deductibles or self-insured retentions covered by Landlord’s or Tenant’s commercial property, business
income/extra expense/rental value insurance, commercial general liability, business auto liability, workers’ compensation or employers’
liability policies. The risk to be borne by each of Landlord and Tenant shall also include the satisfaction of any deductible (or self-insured
retention) amounts required amounts to be paid under the applicable insurance carried by the party incurring the Loss, and each of Landlord
and Tenant agrees that the other shall not be responsible for satisfaction of such deductible (or self-insured amount); provided, however,
that this limitation will not preclude Landlord from including deductibles it incurs as an Operating Expense as described above. The
waivers set forth in this Section 10.3 shall apply if the damage would have been covered by a normal and customary “all risks”
or “special form” property insurance policy, even if the party suffering the damage fails to maintain such coverage. Each
of Landlord’s and Tenant’s respective insurance policies shall include a waiver of all rights of subrogation by the insurance
carrier against the other party, its agents and employees.
11. **ALTERATIONS**.
11.1. **In
General**. Tenant may, from time to time, at its expense, make alterations
or improvements in and to the Premises (hereinafter collectively referred to as “**Alterations**”), provided that
Tenant first obtains the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if all
of the following shall apply with respect to the proposed Alterations: (a) the Alterations are non-structural and the structural
integrity of the Premises shall not be affected; (b) the Alterations are to the interior of the Premises; (c) the proper functioning
of the mechanical, electrical, heating, ventilating, air-conditioning (“**HVAC**”), sanitary and other service systems
of the Premises shall not be affected and the usage of such systems by Tenant shall not be increased; and (d) Tenant shall have
appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the performance and installation of the Alterations (items (a) through
(d) above shall collectively be referred to herein as the “**Alterations Requirements**”). Notwithstanding anything
to the contrary contained in this Lease or this Section 11, Tenant may make non-structural alterations, additions or improvements
to the interior of the Building (collectively, the “**Acceptable Changes**”) without Landlord’s consent, provided
that: (1) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) business days prior to the
commencement thereof; (2) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does
not exceed $250,000.00; (3) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions
of this Section 11; (4) such Acceptable Changes do not require the issuance of a building permit or other governmental approval;
(5) such Acceptable Changes are comply with Alterations Requirements; and (6) such Acceptable Changes shall be performed by
licensed, bonded and insured contractors and subcontractors. Additionally, before proceeding with any Alterations, Tenant shall (i) at
Tenant’s expense, obtain all necessary governmental approvals, permits and certificates for the commencement and prosecution of
Alterations; (ii) submit to Landlord, for its written approval, working drawings, plans and specifications and all approvals, permits
and certificates for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval
(if required); and (iii) cause those contractors, materialmen and suppliers engaged to perform the Alterations to deliver to Landlord
certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance
and workers’ compensation insurance. Such insurance policies shall satisfy all obligations imposed under Tenant Insurance Requirements.
Tenant, at its sole expense, shall cause the Alterations to be performed in compliance with all applicable approvals, permits, Laws and
requirements of public authorities, and with Landlord’s reasonable rules and regulations or any other restrictions that Landlord
may impose on the Alterations and free of all construction or mechanics liens and all other liens or encumbrances. Tenant shall cause
the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality
and class to the standards for the Premises established by Landlord. With respect to any and all Alterations for which Landlord’s
consent is required, Tenant shall provide Landlord with “as built” plans (upon completion), copies of all construction contracts,
governmental approvals, permits and certificates and proof of payment for all labor and materials, including, without limitation, copies
of paid invoices and final lien waivers. In addition to Tenant’s obligations under Section 11 of this Lease, upon completion
of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County in which
the Premises is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute. The
construction of the initial Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the
terms of this Section 11.
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11.2. **Removal**.
At the time of Tenant’s request of Landlord’s consent to a proposed Alteration (or promptly upon Tenant’s request,
in the event Landlord’s consent is not required for any Alteration), Landlord shall advise Tenant of whether or not Landlord shall
require that Tenant remove such Alterations at the expiration or termination of this Lease. In the event that Tenant makes such a request,
Landlord shall advise Tenant whether or not Landlord shall require that Tenant remove any such Alterations at the expiration or termination
of this Lease. If Landlord advises Tenant to remove such Alterations, then Tenant shall, at its sole cost and expense, prior to the expiration
or earlier termination of the Lease Term, remove such Alterations and repair any damage caused to the Premises and Building caused by
such removal and return the affected portion of the Premises to their condition existing prior to the installation of such Alterations.
Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall, at its sole cost and expense, prior to the expiration
or the Lease Term, be obligated to remove from the Premises all components of the Tenant Improvements, including any mezzanine space
constructed as part of the Tenant Improvements, and repair any damage caused to the Premises and Building caused by such removal and
return the affected portion of the Premises and the Building, as applicable, to their condition existing prior to the installation of
such Tenant Improvements, provided, however, if this Lease is terminated on the natural Expiration Date and not earlier than the natural
Expiration Date due to a Tenant default, then Tenant shall not have an obligation to remove from the Premises the following items if
installed by Tenant as part of the Tenant Improvements: (i) 35,000 SF of climate controlled air-conditioned space located on the
ground floor of the Premises, separated by demising walls from the greater warehouse area to create (a) a supply chain room, (b) a
factory operation room, (c) a supplemental break room, and (d) an additional mezzanine structure, (ii) restrooms adjacent
to the factory operation room, (iii) 10 dock doors including with seals, lights, fans, and electrical outlets, (iv) electrical
drops on +/- 25 warehouse columns, (v) MM80 joint caulking at all expansion joints in the warehouse area of the Premises, (vi) burglar
alarm contacts at all pedestrian and loading doors of the Premises, and (vii) any additional mezzanine space that (1) is permitted
by applicable Law and does not require the issuance of a variance by applicable governmental agencies, (2) is delivered to Landlord
in a “finished condition” (i.e., with demising wall(s) and a usable staircase), (3) is not in excess of approximately
10,000 square feet of space, (4) is comprised of contiguous space, and (5) is delivered to Landlord in a market standard condition
such the the same can be used by a future tenant. The foregoing portion of the Tenant Improvements identified in items (i) through
(vii) above shall collectively be referred to herein as the “**Non-Mandatory Removable Items**”. If this Lease
is terminated prior to its natural Expiration Date in connection with a Default by Tenant, then Tenant shall be obligated to remove from
the Premises, at its sole cost, the Non-Mandatory Removable Items and to repair any damage caused to the Premises and Building caused
by such removal.
If Tenant fails to complete the removal of the
Tenant Improvements, the applicable Alterations or the Non-Mandatory Removable Items to the extent that the same are required to be removed
pursuant to the terms hereof, and/or repair any damage caused by any such removal by the end of the Lease Term, then Landlord may do
so and may charge the actual, reasonable cost incurred by Landlord therefor to Tenant.
11.3. **Payments
for Alterations**. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and
shall pay to Landlord a supervision fee of 3% of the costs of the Alterations; provided, however, no such supervision fee shall be charged
with respect to any Acceptable Changes and in no event shall such supervision fee in connection with construction of the Solar Facility
Equipment (defined in Section 27, below) be in excess of $50,000. Landlord shall be entitled to be reimbursed for any reasonable
fees paid by Landlord to Landlord’s third party construction for review of the plans and specifications for any Alterations, which
reimbursement shall be made by Tenant to Landlord within thirty (30) days after Tenant’s receipt of an invoice therefor from Landlord.
29
12. **LANDLORD’S
AND TENANT’S PROPERTY**.
All
fixtures (other than Tenant’s fixtures, including, without limitation, the Autostore [defined below]), improvements and Alterations
attached to, or built into, the Premises at the commencement of, or during the Lease Term, whether or not placed there by or at the expense
of Tenant, to the extent the same are of a permanent nature or affixed to the Premises shall become and remain a part of the Premises;
shall be deemed the property of Landlord (the “**Landlord’s Property**”), without compensation or credit
to Tenant; and shall not be removed by Tenant at the Expiration Date unless, subject to the applicable terms and conditions of this Lease,
Landlord requires their removal. For purposes of this Lease, any references to “**Tenant’s Property**” shall mean
any personal property for which Tenant has itself paid for or manufactured, together with any machinery and equipment for which Tenant
has paid and that is either a trade fixture and/or not attached to, or built into, the Premises. Except in connection with Tenant’s
repair and maintenance obligations under this Lease (in which event any of the items removed shall be replaced by Tenant, in no event
shall Tenant remove any of the following materials or equipment without Landlord’s prior written consent (which consent may be
given or withheld in Landlord’s sole discretion): any power wiring or power panels, lighting or lighting fixtures, wall or window
coverings, carpets or other floor coverings, heaters, air conditioners or any other HVAC equipment, fencing or security gates, or other
similar Building operating equipment and decorations. At or before the Expiration Date, or the date of any earlier termination, Tenant,
at its expense, shall remove from the Premises all of Tenant’s Property, Alterations, the Tenant Improvements and the Non-Mandatory
Removable Items that are required to be removed pursuant to the terms of Section 11.2, above, and Tenant shall repair and repaint
any affected areas (to Landlord’s reasonable satisfaction) any damage to the Premises resulting from either or both of such installation
and removal. Any other items of Tenant’s Property that remain in the Premises after the Expiration Date, or following an earlier
termination date, may, at the option of Landlord, be deemed to have been abandoned, and in such case, such items of Tenant’s Property
may be retained by Landlord as its property or be disposed of by Landlord, in Landlord’s sole and absolute discretion and without
accountability, at Tenant’s expense. Notwithstanding anything to the contrary in this Section 12 or the Lease, Tenant’s
setup and installation of an automated storage and retrieval system (sometimes referred to as an ASRS) and all related robotics and other
equipment, whether or not affixed to the Premises (collectively, the “**Autostore**”), (a) shall not be deemed Landlord’s
Property, and (b) shall be deemed Tenant’s Property for all purposes. Additionally, notwithstanding any provision to the contrary
set forth herein, in connection with the Autostore only, if Tenant fails to remove the Autostore from the Premises (i) on or before
the date that is five (5) days after the then scheduled Expiration Date, then, at the option of Landlord, the Autostore shall be
deemed to have been abandoned, and in such case, the Autostore may be retained by Landlord as its property or be disposed of by Landlord,
in Landlord’s sole and absolute discretion and without accountability, at Tenant’s expense, or (ii) on or before that
date that is forty-five (45) days after any earlier termination of this Lease, then, at the option of Landlord, the Autostore shall be
deemed to have been abandoned, and in such case, the Autostore may be retained by Landlord as its property or be disposed of by Landlord,
in Landlord’s sole and absolute discretion and without accountability, at Tenant’s expense. Tenant hereby acknowledges and
agrees that if Tenant fails to remove the Autostore from the Premises on or before the expiration or earlier termination of this Lease,
then Tenant shall be deemed in holdover and the terms of Section 20 of this Lease shall be deemed applicable, provided that in connection
with Tenant’s failure to remove the Autostore from the Premises pursuant to item (ii) above, the Base Rent payable during
the last fifteen (15) days of the forty-five (45) period shall be deemed to equal 300% of the Base Rent payable during the last month
of the Lease Term.
13. **REPAIRS
AND MAINTENANCE**.
13.1. **Tenant
Repairs and Maintenance**. Tenant acknowledges that, with full awareness of
its obligations under this Lease, Tenant has accepted the condition, state of repair and appearance of the Premises, except as otherwise
expressly set forth in this Lease. Except for events of damage, destruction or casualty to the Premises (as addressed in Section 18
below) and Landlord Repair Obligations, Tenant agrees that, at its sole expense, to keep the non-structural, interior portions of the
Premises, including all improvements (including the Tenant Improvements), fixtures and furnishings therein, the roof of the Building
(excluding the roof structure but including the roof membrane and any skylights), and the Building Common Area (excluding, however, the
Parking Area), in good order, repair and condition at all times during the Lease Term, which repair obligations shall include, without
limitation, the obligation to promptly and adequately repair all damage to the non-structural, interior portions of the Premises and
replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord’s option, or if Tenant
fails to make such repairs (including with respect to the HVAC repair obligations hereinbelow) within ten (10) days after Landlord
has provided Tenant with written notice of the need for such repairs (or such shorter period as appropriate in cases of emergency), Landlord
may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the actual costs incurred by Landlord in performing
such work, plus a five percent (5%) fee, within thirty (30) days after Tenant’s receipt of invoices therefor from Landlord. In
addition, and without limiting the generality of the foregoing, Tenant shall, at Tenant’s sole cost and expense, perform all maintenance,
repairs and/or replacements necessary in order to keep the heating, ventilation and air-conditioning systems (collectively, the “**HVAC
System**”) and any distribution equipment which provides for distribution of HVAC to the Premises from the HVAC System and from
the Base building air system (but excluding the Base building air system, itself) in good working order and operating condition. Tenant
will keep the Premises orderly and free and clear of rubbish. Tenant shall additionally be responsible, at Tenant’s sole cost and
expense, to furnish all expendables, including light bulbs, paper goods and soaps, used in the Premises. All such repairs or replacements
required under this Section 13.1 shall be (x) performed by appropriately licensed contractors approved by Landlord, which approval
shall not be unreasonably withheld, (y) subject to the reasonable supervision and control of Landlord, and (z) made with materials
of equal or better quality than the original condition of the items being repaired or replaced. Tenant hereby expressly waives any right
to make repairs at the expense of Landlord which may be provided for in any Law in effect at the Commencement Date or that may thereafter
be enacted. In connection with the foregoing, Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932
and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.
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13.1.1. Tenant
covenants to perform or observe all terms, covenants and conditions of any easement, restriction, covenant, declaration or maintenance
agreement (collectively, “**Easements**”) to which the Premises are currently subject or become subject pursuant
to this Lease, to the extent such performance is required of Landlord or occupants of the Premises under such Easements, including, without
limitation, payment of all amounts due from Landlord or Tenant (whether as assessments, service fees or other charges) under such Easements,
provided that such future Easements do not unreasonably affect Tenant’s rights, increase Tenant’s obligations under this
Lease or unreasonably interfere with Tenant’s use of, operations within, or access to the Premises. Tenant shall deliver to Landlord
promptly, but in no event later than five (5) business days after receipt thereof, copies of all written notices received from any
party thereto regarding the non-compliance of the Premises or Landlord’s or Tenant’s performance of obligations under any
Easements. Tenant shall, at its expense, use reasonable efforts to enforce compliance with any Easements benefiting the Premises by any
other person or entity or property subject to such Easement, provided that Tenant may, but shall not be obligated to, file any lawsuit
or legal action to enforce any Easement. If Tenant shall vacate all of, or abandon, the Premises, it shall give Landlord immediate written
notice thereof.
13.1.2. Tenant
shall maintain, in full force and effect, a preventative maintenance and service contract with a reputable, fully licensed and insured/bonded
third-party service provider for maintenance of the HVAC systems of the Premises (the “**HVAC Maintenance Contract**”).
The terms and provisions of any HVAC Maintenance Contract shall require that the service provider maintain the Premises’ HVAC system
in accordance with the manufacturer’s recommendations, in a commercially reasonable condition reasonably acceptable to Landlord,
and otherwise in accordance with normal, customary and reasonable practices in the geographic area in which the Premises is located and
for HVAC systems comparable to the Premises’ HVAC system. The HVAC Maintenance Contract shall require no less than quarterly preventative
maintenance visits. Within 30 days following the Commencement Date, Tenant shall procure and deliver to Landlord the HVAC Maintenance
Contract. Thereafter, Tenant shall provide to Landlord a copy of renewals or replacements of such HVAC Maintenance Contract no later
than 30 days prior to the then-applicable expiration date of the existing HVAC Maintenance Contract. If Tenant fails to timely deliver
to Landlord the HVAC Maintenance Contract (or any applicable renewal or replacement thereof) upon at least five (5) business days
of Landlord’s written request for same, then Landlord shall have the right to contract directly for the periodic maintenance of
the HVAC systems in the Premises and to charge the entire cost thereof back to Tenant as Additional Rent.
Tenant
shall maintain, in full force and effect, a maintenance and service contract with a reputable, fully licensed and insured/bonded third-party
service provider for annual maintenance of the overhead door and dock leveler systems of the Premises (the “**Overhead
Door and Dock Leveler Maintenance Contract**”) or employ staff that has at least two years prior experience in maintaining overhead
door and dock leveler systems to perform such service in-house (the “**In-House OD&DL Crew**”). The Overhead Door
and Dock Leveler Maintenance Contract, or the work of the In-House OD&DL Crew, respectively, shall cover regular maintenance service
to dock components (including mechanical and electrical components), including, but not limited to, bumpers, seals, sweeps, doors, tracks,
locks, levelers, processes, door operating systems, and windows. Within thirty (30) days following the Commencement Date, Tenant shall
procure and deliver to Landlord a copy of the Overhead Door and Dock Leveler Maintenance Contract, or confirmation of the employment
of the In-House OD&DL Crew, as applicable, and thereafter, Tenant shall provide to Landlord a copy of renewals or replacements of
such Overhead Door and Dock Leveler Maintenance Contract no later than 30 days prior to the then-applicable expiry date of the existing
Overhead Door and Dock Leveler Maintenance Contract. If Tenant fails to timely deliver to Landlord confirmation of the employment of
the In-House OD&DL Crew, or if applicable the the Overhead Door and Dock Leveler Maintenance Contract (or any applicable renewal
or replacement thereof), then Landlord shall have the right, upon five (5) business days of Landlord’s written request for
same, to contract directly for the periodic maintenance of the dock door equipment in the Premises and to charge the cost thereof back
to Tenant directly, as Additional Rent.
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Effective
as of the Commencement Date, Tenant shall also maintain, in full force and effect, a preventative maintenance and service contract with
a reputable, fully licensed and insured/bonded third-party service provider for (i) the maintenance of the roof of the Building
(the “**Roof Maintenance Contract**”), and (ii) the maintenance of the landscaping of the Premises (the “**Landscape
Maintenance Contract**”). The terms and provisions of the Roof Maintenance Contract shall require that the service provider maintain
the roof of the Building in accordance with the manufacturer’s recommendations, in a condition reasonably acceptable to Landlord,
and otherwise in accordance with normal, customary and reasonable practices in the geographic area in which the Premises is located and
for a roof comparable to the roof of the Building. The terms and provisions of the Landscape Maintenance Contract shall require that
the service provider maintain the landscape of the Premises in substantially the same condition as delivered to Tenant and otherwise
in a condition reasonably acceptable to Landlord, and in accordance with normal, customary and reasonable practices in the geographic
area in which the Premises is located. Prior to the Commencement Date, Tenant shall procure and deliver to Landlord the Roof Maintenance
Contract and the Landscape Maintenance Contract. Thereafter, Tenant shall provide to Landlord a copy of renewals or replacements of such
Roof Maintenance Contract and the Landscape Maintenance Contract no later than 30 days prior to the then-applicable expiration date of
the same. If Tenant fails to timely deliver to Landlord the Roof Maintenance Contract or the Landscape Maintenance Contract (or any applicable
renewal or replacement thereof), then Landlord shall have the right, upon at least ten (10) business prior notice, to contract directly
for the periodic maintenance of the roof of the Building and/or the landscaping of the Premises and to charge the entire cost thereof
back to Tenant as Additional Rent.
13.2. **Landlord
Repair Obligations**. Landlord shall repair and maintain (the “**Landlord
Repair Obligations**”), as part of Operating Expenses (subject to the terms of Section 3 above), the Parking Areas, slab
surface, all components of the structural portions of the Building (including any exterior windows), the roof structure (excluding the
roof membrane and skylights), and all other base, shell and core components of the Building, including the base, shell and core systems
and equipment of the Building. Landlord shall not be required to make any repair resulting from (i) any alteration or modification
to the Building or to mechanical equipment within the Building performed by, for or because of Tenant or to special equipment or systems
installed by, for or because of Tenant, (ii) the installation, use or operation of Tenant’s Property, fixtures and equipment,
(iii) the moving of Tenant’s Property in or out of the Building or in and about the Premises, (iv) Tenant’s use
or occupancy of the Premises in violation of the terms of this Lease or in the manner not contemplated by the parties at the time of
the execution of this Lease, (v) the acts or omissions of Tenant or the Tenant Parties, (vi) fire and other casualty, except
as provided by Section 18 of this Lease or (vii) condemnation, except as provided in Section 19 of this Lease. Landlord
shall have no obligation to make repairs under this Section until a reasonable time after receipt of written notice from Tenant
of the need for such repairs. There shall be no abatement of Rent during the performance of such work. Landlord shall not be liable to
Tenant for injury or damage that may result from any defect in the construction or condition of the Premises, nor for any damage that
may result from interruption of Tenant’s use of the Premises during any repairs by Landlord. All costs incurred by Landlord in
connection with Landlord’s performance of the Landlord Repair Obligations shall, subject to the terms of Section 3 of this
Lease, be included in Operating Expenses.
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13.3. **Annual
Inspections**. In addition to its rights under Section 9, throughout
the Lease Term, Landlord shall have the right, but not the obligation, to perform inspections at, to, of and about the Premises in order
to determine whether or not Tenant is complying with its obligations under this Lease with respect to repairs, maintenance and replacements,
whether under this Section 13 or otherwise (each, an “**Inspection**”). Provided that no default has occurred
by Tenant and continues beyond any applicable cure period, Landlord agrees that it shall not perform an Inspection more frequently than
once in each twelve (12) month period during the Lease Term. The cost of each Inspection shall be borne by Landlord except that Tenant
shall be solely responsible for such Inspection cost (as Additional Rent) in the event that the report of any such Inspection advises
that Tenant has failed to timely comply with its obligations under this Lease (whether in this Section 13 or otherwise) to repair
and maintain any and all aspects of the Premises, including the purchase, performance and installation of any replacements of any portion
or component of the Premises. In such an instance, Tenant shall, within ten (10) days after Landlord’s delivery to Tenant
of written demand therefor, pay to Landlord the actual, documented cost that Landlord incurred in order to perform the Inspection. Further,
in such an instance, Landlord shall deliver to Tenant a copy of the report of the Inspection that advises that Tenant has failed to comply
with its repair, replacement and maintenance obligations under this Lease (such failure(s), the “**Deficiencies**”). Tenant
shall correct all such Deficiencies within thirty (30) days after Landlord delivers the Inspection report to Tenant; provided, however,
if Tenant promptly commences, and pursues with due diligence, the correction or remedy of the Deficiencies, but Tenant is unable to complete
such correction or remedy within the stated thirty (30) day cure period, for any reason outside of Tenant’s reasonable control,
such thirty (30) day period may be extended for up to an additional sixty (60) days, provided that Tenant continues to pursue the correction
or remedy of the Deficiencies with diligence and in good faith. If Tenant fails to timely correct or remedy the Deficiencies, then, in
addition to Landlord’s rights under Section 22 below, Landlord shall have the right, but not the obligation, to undertake
the correction or remediation of any outstanding Deficiencies, but at Tenant’s sole cost and expense. Tenant shall pay to Landlord,
within five (5) days of Landlord’s delivery of demand therefor, any and all out-of-pocket costs and expenses that Landlord
incurs in the correction or remediation of Deficiencies and all such monies so expended by Landlord shall also bear interest, at the
Default Rate (defined below), from the date initially incurred by Landlord through the date paid in full (inclusive of all interest).
All sums due from Tenant pursuant to the preceding sentence shall constitute Additional Rent hereunder. “**Default Rate**”
shall mean an amount equal to the lesser of (x) the annual “**Bank Prime Loan**” rate cited in the Federal Reserve
Statistical Release Publication H.15(519), published weekly (or such other comparable index as Landlord and Tenant shall reasonably agree
upon if such rate ceases to be published) plus two (2) percentage points, and (y) the highest rate permitted by applicable
Law.
13.4. **Landlord’s
Right to Perform Tenant’s Repair Obligations**. Tenant shall notify Landlord in writing at least thirty (30) days prior to performing
any material Tenant’s Repair Obligations, including without limitation, any Tenant’s Repair Obligation which affect the base,
shell and core of the Building or which is reasonably anticipated to cost more than $100,000.00. Upon receipt of such notice from Tenant,
Landlord shall have the right to either (i) perform such material Tenant’s Repair Obligation by delivering notice of such
election to Tenant within thirty (30) days following receipt of Tenant’s notice, and Tenant shall pay Landlord the cost thereof
(including Landlord’s reasonable supervision fee) within thirty (30) days after receipt of an invoice therefor, or (ii) require
Tenant to perform such Tenant’s Repair Obligation at Tenant’s sole cost and expense. If Tenant fails to perform any Tenant’s
Repair Obligation within a reasonable time period, as reasonably determined by Landlord, then Landlord may, but need not, following delivery
of notice to Tenant of such election, make such Tenant Repair Obligation, and Tenant shall pay Landlord the cost thereof, (including
Landlord’s reasonable supervision fee) within thirty (30) days after receipt of an invoice therefor.
13.5. **Capital
Replacements**
.
Notwithstanding anything to the contrary contained in this Lease, if, at any time during the Lease Term, the repair or replacements costs
for (i) the HVAC System, (ii) dock levelers and roll up doors for the Premises installed by Landlord, or (iii) or other
capital repairs which are Tenant’s responsibility hereunder, meets or exceeds or are anticipated to meet or exceed fifty percent
(50%) of the estimated replacement cost of such items (i) through (iii), respectively (each a “**Capital Replacement**”),
Tenant shall promptly notify Landlord of same. If in Landlord’s reasonable judgement the Capital Replacement has occurred and such
is not the result of Tenant’s failure to perform Tenant’s maintenance obligations under this Lease or Tenant’s negligent
acts, then in such event, subject to the terms of this Section 13.5, Landlord shall promptly engage a licensed contractor to promptly
perform such Capital Replacement. The cost of such Capital Replacement shall be treated as a Qualifying Capital Improvements pursuant
to Section 3 above and Tenant shall be liable for the payment of the same in accordance with the terms of Section 3 above.
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13.6. **Tenant’s
Self-Help Rights**. Notwithstanding anything to the contrary set forth in
this Lease, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance that are Landlord’s obligation
to perform under the terms of this Lease, and Landlord fails to undertake such repairs and/or maintenance within a reasonable period
of time, given the circumstances, after Landlord’s receipt of such notice, but in any event not later than thirty (30) days after
Landlord’s receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably
required to complete such repairs and/or maintenance and Landlord commences such repairs and/or maintenance within such 30-day period
and thereafter uses all commercially reasonable, diligent and good faith attempts to pursue the same to completion, provided that in
cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have
only two (2) business day after receipt of such notice or such later period of time as is reasonably necessary to commence such
corrective action and thereafter use all commercially reasonable, diligent and good faith attempts to pursue the same to completion),
then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional five (5) business days’
notice to Landlord that Tenant is taking such required action (but no such additional notice shall be required in the event of any such
emergency type repairs described hereinabove). If such repairs and/or maintenance were required under the terms of this Lease to be performed
by Landlord and are not performed by Landlord prior to the expiration of such 5-business day period with respect to non-emergency type
repairs, and the expiration of such 2-business day or longer period with respect to emergency-type repairs (the “**Outside
Repair Period**”), then Tenant shall be entitled to reimbursement by Landlord of Tenant’s actual, reasonable, and documented
costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord’s
receipt of invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall
be entitled to offset against the Base Rent only payable by Tenant under this Lease the amount of such invoice (Tenant shall not have
the right to offset against the Operating Expenses payable under this Lease); provided, however, that notwithstanding the foregoing to
the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period, a written objection to Tenant’s
right to receive any such reimbursement based upon Landlord’s good faith claim that such action did not have to be taken by Landlord
pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant’s
invoice, a written objection to the payment of such invoice based upon Landlord’s good faith claim that such charges are excessive
(in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then
Tenant shall not be entitled to such reimbursement or offset against Base Rent, but Tenant, as its sole remedy, may proceed to institute
a lawsuit against Landlord to determine and collect the amount, if any, of such reimbursement. If Tenant prevails in such lawsuit and
receives a monetary award against Landlord, then Landlord shall pay such monetary award to Tenant within thirty (30) days after the date
such award is issued. If such monetary award is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall
be entitled to offset against the Base Rent payable under this Lease only the amount of such monetary award. If Tenant undertakes such
repairs and/or maintenance, and such work will affect the Building’s systems and equipment, any structural portions of the Building,
any common areas of the Building or Park or other areas outside the Building and/or the exterior appearance of the Building or Park (or
any portion thereof), then Tenant shall use only those unrelated third party contractors used by Landlord in the Building or at the Park
for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize
the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Tenant
shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required
to obtain Landlord’s consent for such repairs and/or maintenance.
14. **UTILITIES;
SERVICES**.
Tenant shall contract directly with the applicable
utility providers for all utility services and shall provide for scavenger, janitorial, cleaning and extermination services in, to and
for the benefit of the Premises. Tenant shall pay the utility charges for the Premises directly to the utility or municipality providing
such service. All charges shall be paid by Tenant before they become delinquent. Tenant shall be solely responsible for the repair and
maintenance of any meters necessary in connection with such utility services to the Premises. Tenant’s use of electrical energy
in the Premises shall not, at any time, exceed the capacity of either or both of (x) any of the electrical conductors and equipment
in or otherwise servicing the Premises; and (y) the HVAC systems of the Premises. If Landlord is required by Laws to perform energy
benchmarking of the Premises, Tenant hereby authorizes Landlord to obtain information, from time to time throughout the Lease Term, regarding
Tenant’s utility and energy usage at the Premises directly from the applicable utility providers and Tenant shall execute, within
five (5) business days of Landlord’s request, any additional documentation required by any applicable utility provider evidencing
such authorization. Landlord shall have no obligation to provide any utilities or services to the Premises.
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15. **INVOLUNTARY
CESSATION OF SERVICES**.
Landlord
reserves the right, upon no fewer than ten (10) business days advanced written notice to Tenant, which notice may be delivered via
email to [***] and [***] (except in case of an emergency, in which event notice shall be given as soon as reasonably feasible), without
any liability to Tenant and without affecting Tenant’s covenants and obligations hereunder, to stop service of any or all of the
HVAC, electric, sanitary, elevator (if any), and other systems serving the Premises, or to stop any other services required by Landlord
under this Lease, (collectively, “**Utility Services**”), whenever and for so long as may be necessary by reason
of (i) Force Majeure (as defined below), or (ii) the making of repairs or changes which Landlord or Agent, in good faith, deems
necessary or (iii) any other cause beyond Landlord’s reasonable control. Further, it is also understood and agreed that Landlord
or Agent shall have no liability or responsibility for a cessation of Utility Services to the Premises or to the Premises that occurs
as a result of Force Majeure. No such interruption of service shall be deemed an eviction or disturbance of Tenant’s use and possession
of the Premises or any part thereof, or render Landlord or Agent liable to Tenant for damages, or relieve Tenant from performance of
Tenant’s obligations under this Lease, including, but not limited to, the obligation to pay Rent. In the event that (i) Landlord’s
or its Agent’s gross negligence or willful misconduct causes any interruption of Utility Services, (ii) Landlord fails to
provide access to the Premises as required under this Lease, or (iii) Landlord fails to perform Landlord’s Repair Obligations
under this Lease, within five (5) days after Landlord has received notice from Tenant of the need for such repairs (or such longer
period of time as is reasonably required for such repair work if Landlord commences such repair work within such 5-day period and thereafter
diligently prosecutes same to completion), and any such interruption and/or failure as referenced in items (i) through (iii) above,
as the case may be, persists for a period in excess of five (5) consecutive business days and Tenant shall cease operating within
the impacted portion of the Premises for such continuous period, Tenant, as Tenant’s sole remedy, shall be entitled to a proportionate
abatement of Rent to the extent, if any, of any actual loss of use of the Premises by Tenant. To the extent that Tenant is able to operate
its business temporarily within the balance of the Premises without interruption, Tenant shall not be entitled to any such abatement.
The foregoing shall be Tenant’s sole remedy in the event of an interruption that is caused by Landlord or its Agents.
16. **LANDLORD’S
RIGHTS**.
Landlord, Agent, and their respective agents,
employees and representatives shall have the right to enter and/or pass through the Premises at any time or times upon at least twenty
four (24) hours prior notice in advance of such entry (except in the event of emergency): (a) to examine and inspect the Premises
and to show them to actual and prospective lenders, prospective purchasers or mortgagees of the Premises or providers of capital to Landlord
and its affiliates, and in connection with the foregoing, to install a sign at or on the Premises, to advertise the Premises for lease
or sale (and, if the sign is for advertising the Premises for lease, any such sign shall not be displayed earlier than nine (9) months
prior to the Expiration Date); and (b) to make such repairs, alterations, additions and improvements in or to all or any portion
of the Premises, or the Premises’ facilities and equipment as Landlord desires to make and which are not otherwise in conflict
with the provisions of this Lease. During the period of nine (9) months prior to the Expiration Date (or at any time, if Tenant
has vacated or abandoned the Premises or is otherwise in default under this Lease beyond any applicable notice and cure period), Landlord
and its agents may exhibit the Premises to prospective tenants upon at least twenty-four (24) hour prior email notice to Tenant at [***]
and [***]. Additionally, Landlord and Agent shall have the following rights with respect to the Premises, exercisable without notice
to Tenant, without liability to Tenant, and without being deemed an eviction or disturbance of Tenant’s use or possession of the
Premises or giving rise to any claim for setoff or abatement of Rent: (i) to have pass keys, access cards, or both, to the Premises;
and (ii) to decorate, remodel, repair, alter or otherwise prepare the Premises for re-occupancy at any time after Tenant vacates
or abandons the Premises for more than thirty (30) consecutive days or without notice to Landlord of Tenant’s intention to reoccupy
the Premises.
17. **NON-LIABILITY
AND INDEMNIFICATION; FORCE MAJEURE**.
17.1. **Non-Liability**.
Subject only to the Landlord Indemnity (as hereinafter defined), none of the Landlord Indemnified Parties (defined below) shall be liable
to Tenant for any Losses (defined below) to Tenant or to any other person, or to its or their property, irrespective of the cause of
such Loss. In the event that the Landlord Indemnity is applicable, it shall apply only as and to the specific extent expressly provided
in Section 17.3. Further, none of the Landlord Indemnified Parties shall be liable to Tenant or to any other person (a) for
any damage caused by other persons in, upon or about the Premises, or caused by operations in construction of any public or quasi-public
work; (b) for consequential, punitive, speculative or indirect damages, including those purportedly arising out of any loss of use
of the Premises or any equipment or facilities therein by Tenant or any person claiming through or under Tenant; (c) for any defect,
latent or otherwise, in the Premises; or (d) for injury or damage to person or property caused by fire, or theft, or resulting from
the operation of HVAC or lighting apparatus, or from falling plaster, or from steam, gas, electricity, water, rain, snow, ice, or dampness,
that may leak or flow from any part of the Premises, or from the pipes, appliances or plumbing work of the same.
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17.2. **Tenant
Indemnification**. Except in the event of, and to the extent of, the gross
negligence, sole negligence or willful misconduct of any of the Landlord Indemnified Parties, Tenant hereby indemnifies, defends, and
holds Landlord, Agent, Landlord’s members and their respective affiliates, owners, partners, members, directors, officers, agents
and employees (collectively, “**Landlord Indemnified Parties**”) harmless from and against any and all Losses arising
from or in connection with any or all of: (a) the conduct or management of the Premises or any business therein by any or all of
Tenant and/or the Tenant Parties, or any work or Alterations done by any or all of Tenant and/or the Tenant Parties, or any condition
created by any or all of Tenant or the Tenant Parties in or about the Premises during the Lease Term or during the period of time, if
any, prior to the Commencement Date that Tenant has possession of, or is given access to, the Premises; (b) any act, omission or
negligence of any or all of Tenant and/or the Tenant Parties; (c) any accident, injury or damage whatsoever occurring in, at or
upon the Premises; and (d) any Tenant Haz Mat Use. Tenant also indemnifies, defends, and holds the Landlord Indemnified Parties
harmless from and against any and all Losses arising from or in connection with any or all of: (i) any breach by Tenant of any or
all of its warranties, representations and covenants under this Lease; (ii) any actions necessary to protect Landlord’s interest
under this Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code; (iii) the creation, existence or release
of any Hazardous Materials in, at, on or under the Premises, if and to the extent brought to the Premises or caused by Tenant or any
Tenant Party; and (iv) any violation or alleged violation by any or all of Tenant and the Tenant Parties of any Laws or Environmental
Law. The obligations of Tenant in the two prior sentences are referred to collectively as “**Tenant’s Indemnified Matters**,”
and shall include, but not be limited to, any claim for which the Tenant, the Tenant Parties, any contractors, subcontractors and material
providers, would otherwise be entitled to immunity or defenses to such a claim under any workers’ compensation or similar law.
In case any action or proceeding is brought against any or all of Landlord and the Landlord Indemnified Parties by reason of any of Tenant’s
Indemnified Matters, Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend
such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “**Losses**” shall
mean all claims, demands, expenses, actions, judgments, damages (actual, but except in connection with third party tort claims, or government
claims, not indirect, special, consequential, or punitive), natural resource damages, penalties, fines, liabilities, losses of every
kind and nature, suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’
reasonable fees and expenses, and the costs of investigation, cleanup, remediation, removal and restoration or Response Actions, that
are in any way related to any matter covered by the Tenant’s Indemnified Matters. The provisions of this Section 17.2 shall survive the expiration or termination of this Lease.
17.3. **Landlord
Indemnification and Limitation of Landlord’s Liability**. Except in
the event of Tenant’s or the Tenant Parties negligence or willful misconduct, Landlord hereby indemnifies, defends and holds Tenant
harmless from and against any and all Losses actually suffered or incurred by Tenant as the sole and direct result of Landlord’s
gross negligence, sole negligence or willful misconduct or breach of this Lease. As further provided in Section 25.21 below,
in all events and under all circumstances, the liability of Landlord to Tenant, whether under this Section 17.3 or any other
provision of this Lease, shall be limited to the interest of Landlord in the Premises, and Tenant agrees to look solely to Landlord’s
interest in the Premises for the recovery of any judgment or award against Landlord, it being intended that neither Landlord nor any
of the Landlord Indemnified Parties shall be personally liable for any judgment or deficiency. This Section 17.3 is referred
to as the “**Landlord Indemnity**”. The provisions of this Section 17.3 shall survive the expiration
or termination of this Lease.
17.4. **Force
Majeure**. Each of the obligations of Tenant (except the obligation to pay
Rent, the obligation to maintain insurance, and provide evidence thereof, in accordance with Tenant Insurance Requirements and any delay
caused by labor disputes involving Tenant’s employees, contractors or agents) and each of the obligations of Landlord, shall be
excused, and neither Landlord nor Tenant shall have any liability whatsoever to the other, to the extent that any failure to perform,
or delay in performing such obligation arises out of either or both of (a) any labor dispute, governmental preemption of property
in connection with a public emergency or shortages of fuel, supplies, or labor, or a cyber disruption or attack, incidence of disease
or other illness that reaches outbreak, epidemic and/or pandemic proportions (including without limitation COVID-19) or other causes
affecting the Premises and/or the area in which the Premises is located, the imposition by federal, state or local governmental authorities
of “shelter in place” or other quarantine requirements, or any other cause, whether similar or dissimilar, beyond Landlord’s
or Tenant’s, as the case may be, reasonable control; or (b) any failure or defect in the supply, quantity or character of
utilities furnished to the Premises, or by reason of any requirement, act or omission of any public utility or others serving the Premises,
beyond Landlord’s or Tenant’s, as the case may be, reasonable control (collectively, “**Force Majeure**”).
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17.5. **Waiver
of Consequential Damages**. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any
obligation on Landlord to be responsible or liable for, and Tenant hereby releases the Landlord from all liability for Consequential
Damages. Additionally, notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligation
on Tenant to be responsible or liable for, and Landlord hereby releases Tenant from all liability for Consequential Damages, other than
those Consequential Damages incurred by Landlord in connection with (i) a holdover of the Premises by Tenant after the expiration
or earlier termination of this Lease in accordance with the terms of Section 20 below, (ii) Tenant’s default or breach
of the terms and provisions of Section 9 of this Lease, or (iii) Tenant’s indemnification obligations under Section 17.2
of the Lease.
18. **DAMAGE
OR DESTRUCTION**.
18.1. **Notification
and Repair; Rent Abatement**. Tenant shall give prompt notice to Landlord and Agent of (a) any fire or other casualty to the Premises,
and (b) any damage to, or defect in, any part or appurtenance of the Premises’ sanitary, electrical, HVAC, elevator or other
systems. In the event that, as a result of Tenant’s failure to promptly notify Landlord pursuant to the preceding sentence, Landlord’s
insurance coverage is compromised or adversely affected, then Tenant is and shall be responsible for the payment to Landlord of any insurance
proceeds that Landlord’s insurer fails or refuses to pay to Landlord as a result of the delayed notification. Subject to the Total
Destruction provision below, if the Premises is damaged by fire or other insured casualty, Landlord shall repair (or cause Agent to repair)
the damage and restore and rebuild the Premises (except Tenant’s Property) with reasonable dispatch after the adjustment of the
insurance proceeds attributable to such damage. Landlord (or Agent, as the case may be) shall use its diligent and good faith efforts
to make such repair or restoration promptly and in such manner as not to unreasonably interfere with Tenant’s use and occupancy
of the Premises, but Landlord or Agent shall not be required to do such repair or restoration work except during normal business hours
of business days. Provided that any damage to the Premises is not caused by, or is not the result of the negligent acts or omissions
by, any or all of Tenant and the Tenant Parties, if the Premises are partially damaged by fire or other casualty, the Rent shall be proportionally
abated to the extent of any actual loss of use of the Premises by Tenant.
18.2. **Total
Destruction**. If the Premises shall be totally destroyed by fire or other
casualty, or if the Premises shall be so damaged by fire or other casualty that (in the reasonable opinion of a reputable contractor
or architect designated by Landlord): (i) its repair or restoration of the Premises requires more than two hundred seventy (270)
days or (ii) such repair or restoration requires the expenditure of more than (a) eighty percent (80%) of the full insurable
value of the Premises on file with Landlord’s insurer immediately prior to the casualty or (b) fifty percent (50%) of the
full insurable value of the Premises immediately prior to the casualty, Landlord and Tenant shall each have the option to terminate this
Lease (by so advising the other, in writing) within ten (10) days after said contractor or architect delivers written notice of
its opinion to Landlord and Tenant, but in all events prior to the commencement of any restoration of the Premises by Landlord. Additionally,
if the damage (x) is less than the amount stated in (ii) above, but more than ten percent (10%) of the full insurable value
of the Premises; and (y) occurs during the last two years of Lease Term, then Landlord, but not Tenant, shall have the option to
terminate this Lease pursuant to the notice and within the time period established pursuant to the immediately preceding sentence. In
addition (1) if the damage occurs during the last year of Lease Term and materially impairs Tenant’s use of the Premises,
Tenant shall have the option to terminate this Lease pursuant to the notice and within the time period established pursuant to the immediately
preceding sentence, or (2) Landlord fails to commence restoration within nine (9) months of the occurrence of the applicable
casualty event, subject to Force Majeure, Tenant shall have the option to terminate this Lease by written notice to landlord given no
later than 10 days following the expiration of such nine (9) month period. In the event of a termination pursuant to either of the
preceding three (3) sentences, the termination shall be effective as of the date upon which either Landlord or Tenant, as the case
may be, receives timely written notice from the other terminating this Lease pursuant to the preceding three (3) sentences. If neither
Landlord nor Tenant timely delivers a termination notice, this Lease shall remain in full force and effect. Notwithstanding the foregoing,
if (A) any holder of a mortgage or deed of trust encumbering the Premises or landlord pursuant to a ground lease encumbering the
Premises (collectively, “**Superior Parties**”) or other party entitled to the insurance proceeds fails to make
such proceeds available to Landlord in an amount sufficient for restoration of the Premises, or (B) the issuer of any commercial
property insurance policies on the Premises fails to make available to Landlord sufficient proceeds for restoration of the Premises,
then Landlord may, at Landlord’s sole option, terminate this Lease by giving Tenant written notice to such effect within 30 days
after Landlord receives notice from the Superior Party or insurance company, as the case may be, that such proceeds shall not be made
available, in which event the termination of this Lease shall be effective as of the date Tenant receives written notice from Landlord
of Landlord’s election to terminate this Lease. Except as otherwise expressly set forth in this Lease, Landlord shall have no liability
to Tenant for, and Tenant shall not be entitled to terminate this Lease by virtue of, any delays in completion of repairs and restoration.
For purposes of this Section 18.2 only, “full insurable value” shall mean replacement cost, less the cost of footings,
foundations and other structures below grade. This Section is referred to as the “**Total Destruction**”.
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18.3. **Insurance
Proceeds**. In connection with any repairs and restoration pursuant to this Section 18, Landlord shall not be obligated to expend
an amount in excess of the proceeds of insurance actually recovered by Landlord with respect to any casualty. Tenant acknowledges that
Landlord shall be entitled to the full proceeds of any property insurance coverage, whether carried by Landlord or Tenant, for damage
to the Premises (excluding any proceeds for damage to Tenant’s Property). In the event that the Premises is not repaired or reconstructed,
all proceeds of insurance (excluding any proceeds covering Tenant’s Property), whether carried by Landlord or Tenant, shall be
payable to Landlord. Landlord’s duty to repair the Premises (excluding Tenant’s Property) is limited to repairing the Premises
to substantially the same condition existing immediately prior to such fire or other casualty.
18.4. **Waiver
of Statutory Provisions**. The provisions of this Lease, including this Section 18, constitute an express agreement between Landlord
and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or the Project, and
any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California
Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between
the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or
destruction to all or any part of the Premises, the Building or the Park.
19. **EMINENT
DOMAIN**.
If the whole, or any substantial portion of the
Premises (i.e., meeting or exceeding fifty percent (50%) of the Premises) is taken or condemned for any public use under any Law or by
right of eminent domain, or by private purchase in lieu thereof, and/or such taking would prevent or materially interfere with the Permitted
Use of the Premises, this Lease shall terminate effective when the physical taking of said Premises occurs. If less than a substantial
portion of the Premises is so taken or condemned, or if the taking or condemnation is temporary (regardless of the portion of the Premises
affected), this Lease shall not terminate, but the Rent payable hereunder shall be proportionally abated to the extent of any actual
loss of use of the Premises by Tenant. Landlord shall be entitled to any and all payment, income, rent or award, or any interest therein
whatsoever, which may be paid or made in connection with such a taking or conveyance, and Tenant shall have no claim against Landlord,
or the condemning authority for the value of any unexpired portion of this Lease. Notwithstanding the foregoing, any compensation specifically
and independently awarded to Tenant for relocation expenses, or for Tenant’s Property, shall be the property of Tenant, provided
that such award does not diminish or otherwise adversely affect any award to Landlord. Tenant hereby waives any and all rights it might
otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.
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20. **SURRENDER
AND HOLDOVER**.
On
the last day of the Lease Term, or upon any earlier termination of this Lease, or upon any re-entry by Landlord upon the Premises: (a) Tenant
shall quit and surrender the Premises to Landlord “broom-clean” (as defined by **Exhibit B** attached hereto
and incorporated herein by reference), and in a condition that would reasonably be expected, in Landlord’s reasonable determination,
with normal and customary use in accordance with (i) prudent operating practices and (ii) the covenants and requirements imposed
under this Lease, subject only to ordinary wear and tear (as is attributable to deterioration by reason of time and use, in spite of
Tenant’s reasonable care), and such damage or destruction as Landlord is required to repair or restore under this Lease; (b) Tenant
shall remove all of Tenant’s Property, the Tenant Improvements, Alterations, and Non-Mandatory Removable Items therefrom, except
as otherwise expressly provided in this Lease; (c) all Required Permits and Environmental Permits applicable solely to Tenant’s
use of the Premises shall have been terminated unconditionally; (d) Tenant shall have removed all Hazardous Materials from the Premises
brought onto the Premises by Tenant or on behalf of Tenant’s from the Premises under manifests or bills of lading or profiles identifying
Tenant as generator and with Tenant as signatory, (e) in the event of Tenant’s use of Hazardous Materials on the Premises,
Tenant shall have delivered to Landlord a current Phase I Environmental Site Assessment prepared by an environmental professional reasonably
acceptable to Landlord (“**Approved Consultant**”) upon which Landlord is entitled to rely as if it were the User
thereof, prepared in accordance with the then-current ASTM standard or other standard identified by the United States Environmental Protection
Agency for establishing “all appropriate inquiry” finding no Recognized Environmental Conditions (“**REC**”)
at the Premises from Tenant’s Haz Mat Use or, if a REC is identified, a Phase II Environmental Site Assessment shall have been
implemented by the Approved Consultant with a scope acceptable to Landlord confirming that there have been no releases from Tenant’s
Haz Mat Use or if there are releases, then Tenant shall have conducted all Response Actions necessary to, and shall have received and
delivered to Landlord an NFA, and (f) Tenant shall surrender to Landlord any and all keys, access cards, computer codes or any other
items used to access the Premises. The terms of subsection (e) above shall not be applicable and Tenant shall not be required
to provide a Phase I Environmental Site Assessment to Landlord if Tenant does not use Hazardous Materials on the Premises. Tenant’s
use of cleaning supplies, toner for photocopying machines and other similar materials, in containers and quantities reasonably necessary
for, and consistent with, normal and ordinary use by Tenant in the routine operation or maintenance of Tenant’s office equipment
or in the routine janitorial service, cleaning and maintenance for the Premises shall not be deemed to constitute Tenant’s use
of Hazardous Materials on the Premises. Subject to the advanced notice provisions provided for elsewhere in this Lease, Landlord shall
be permitted to inspect and perform testing in, at and under the Premises in order to verify compliance with this Section 20 (x) not
more than sixty (60) days prior to the Expiration Date, (y) the effective date of any earlier termination of this Lease, or (z) the
surrender date otherwise agreed to in writing by Landlord and Tenant. The obligations imposed under the first sentence of this Section 20
shall survive the termination or expiration of this Lease. If Tenant remains in possession after the Expiration Date hereof or after
any earlier termination date of this Lease or of Tenant’s right to possession or is deemed to not have achieved the surrender conditions
as provided above: (A) such tenancy shall be deemed a tenancy at sufferance; (B) Tenant shall pay (1) 150% of the aggregate
of the Base Rent last prevailing hereunder (without any proration for a partial month of holdover), (2) all Operating Expenses attributable
to the Premises, and (3) all actual damages sustained by Landlord, directly by reason of Tenant’s remaining in possession
after the expiration or termination of this Lease; (C) there shall be no renewal or extension of this Lease by operation of law.
Nothing contained in this Section 20 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly
reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration
or other termination of this Lease. If Tenant holds over without Landlord’s express written consent, and tenders payment of rent
for any period beyond the expiration of the Lease Term by way of check (whether directly to Landlord, its agents, or to a lock box) or
wire transfer, Tenant acknowledges and agrees that the cashing of such check or acceptance of such wire shall be considered inadvertent
and not be construed as creating a month-to-month tenancy, provided Landlord refunds such payment to Tenant promptly upon learning that
such check has been cashed or wire transfer received. If Tenant fails to surrender the Premises within thirty (30) days following the
termination or expiration of this Lease, then, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect,
defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting
from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon
such failure to surrender and Tenant shall be liable for any lost profits (i.e., consequential damages) to Landlord resulting therefrom.
The provisions of this Section 20 shall not be deemed to limit or constitute a waiver by Landlord of any rights or remedies, including
Landlord’s right of any re-entry provided hereunder or by Laws. The provisions of this Section 20 shall survive the expiration
or sooner termination of this Lease.
21. **EVENTS
OF DEFAULT**.
21.1. **Bankruptcy
of Tenant**. It shall be a default by Tenant under this Lease (“**Default**”
or “**Event of Default**”) if Tenant makes an assignment for the benefit of creditors, or files a voluntary petition under
any state or federal bankruptcy (including the United States Bankruptcy Code) or insolvency law, or an involuntary petition is filed
against Tenant under any state or federal bankruptcy (including the United States Bankruptcy Code) or insolvency law that is not dismissed
within ninety (90) days after filing, or whenever a receiver of Tenant or of or for the property of Tenant, shall be appointed, or Tenant
admits it is insolvent or is not able to pay its debts as they mature (collectively, “**Bankruptcy Default**”).
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21.2. **Default
Provisions**. In addition to any Bankruptcy Default above, each of the following shall constitute a Default: (a) if Tenant fails
to pay Rent or any other payment when due and such delinquency continues for five (5) business days following Landlord’s delivery
to Tenant of written notice of such delinquency (provided, however, that if Landlord has given Tenant two (2) such delinquency notices
in the preceding twelve (12) month period, then Tenant’s subsequent failure to pay any Rent or other charge when due shall constitute
a default under this Lease without requirement of any notice or cure period, and if Landlord has given Tenant three (3) such delinquency
notices in the preceding 3-year period, then Tenant’s subsequent failure to pay any Rent or other charge when due shall constitute
a default under this Lease without requirement of any notice or cure period; (b) except as otherwise specifically set forth in this
Section 21.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed
on Tenant under this Lease (other than the obligation to pay Rent) for a period of thirty (30) days after Landlord’s delivery to
Tenant of written notice of such default under this Section; provided, however, that if the default cannot, by its nature, be cured within
such thirty (30) day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial thirty (30)
day cure period, then Landlord shall not exercise any Landlord Remedies (as hereinafter defined) unless such default remains uncured
for more than ninety (90) days after the initial delivery of Landlord’s original default notice; (c) at Landlord’s election,
if Tenant abandons the Premises within the meaning of Cal. Civ. Code Section 1951.3, and (d) the failure by Tenant to observe
or perform according to the provisions of Sections 4, 10, 18 or 19 of this Lease, or any breach by Tenant of the representations
and warranties set forth in this Lease, or the failure by Tenant to observe or perform any other provision, covenant or condition of
this Lease which failure, because of the character of such provision, covenant or condition, would immediately jeopardize Landlord’s
interest, where such failure continues for more than three (3) business days after notice from Landlord. Except in the event of
a transfer to a Permitted Transferee in compliance with the terms of Section 8.3 of this Lease, it shall be an automatic Default
under this Lease (for which no notice or cure period shall be required) in the event that (i) Tenant transfers all of some portion
of its assets to another party, regardless of (x) the nature of the assets and (y) whether that transferee is an affiliate
of Tenant or an unrelated third party, and (ii) as a result (directly or indirectly) of such transfer, Tenant no longer has sufficient
assets to permit Tenant to timely and fully satisfy the obligations (monetary or otherwise) imposed on it under this Lease. The notice
periods provided in this Section 21.2 are in lieu of, and not in addition to, any notice periods provided by law.
22. **RIGHTS
AND REMEDIES**.
22.1. **Landlord’s
Cure Rights Upon Default of Tenant**. If a Default occurs, then Landlord may (but shall not be obligated to) cure or remedy the Default
for the account of, and at the expense of, Tenant, but without waiving such Default.
22.2. **Landlord’s
Remedies**. In the event of any Default by Tenant under this Lease, Landlord, at its option, may, in addition to any and all other
rights and remedies provided in this Lease or otherwise at law or in equity, do or perform any or all of the following remedies, each
and all of which shall be cumulative and nonexclusive:
22.2.1. Either
or both terminate this Lease and terminate Tenant’s right to possession of the Premises by any lawful means, in which case this
Lease shall terminate and Tenant shall immediately surrender possession to Landlord. In such event, Landlord shall be entitled to recover
from Tenant all of: (i) the worth, at the time of award, of the unpaid Rent that is accrued and unpaid as of the date on which this
Lease is terminated; (ii) the worth, at the time of award, of the amount by which (x) the unpaid Rent that would otherwise
be due and payable under this Lease (had this Lease not been terminated) for the period of time from the date on which this Lease is
terminated through the Expiration Date exceeds (y) the amount of such rental loss that the Tenant proves could have been reasonably
mitigated; (iii) any other amount necessary to compensate Landlord for all the detriment proximately caused by the Tenant’s
failure to perform its obligations under this Lease or which, in the ordinary course of events, would be likely to result therefrom,
including but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including renovation and alteration
of the Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Landlord in connection with this
Lease applicable to the unexpired Lease Term (as of the date on which this Lease is terminated), and (iv) at Landlord’s election,
such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable Law. The worth, at
the time of award, of the amount referred to in provision (ii) of the immediately preceding sentence shall be computed by discounting
such amount at the current yield, as of the date on which this Lease is terminated under this Section, on United States Treasury Bills
having a maturity date closest to the stated Expiration Date of this Lease, plus one percent per annum. Efforts by Landlord to mitigate
damages caused by Tenant’s Default shall not waive Landlord’s right to recover damages under this Section. If this Lease
is terminated through any unlawful entry and detainer action, Landlord shall have the right to recover in such proceeding any unpaid
Rent and damages as are recoverable in such action, or Landlord may reserve the right to recover all or any part of such Rent and damages
in a separate suit; or
22.2.2. Landlord
shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s
breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations).
Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time,
without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it
becomes due. Acts of maintenance, efforts to relet, and the appointment of a receiver to protect the Landlord’s interests shall
not constitute a termination of the Tenant’s right to possession; or
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22.2.3. Landlord
shall at all times have the rights and remedies (which shall be cumulative with each other and cumulative and in addition to those rights
and remedies available under Sections 22.2.1 and 22.2.2, above, or any law or other provision of this Lease), without prior demand
or notice except as required by applicable law, to seek any declaratory, injunctive or other equitable relief, and specifically enforce
this Lease, or restrain or enjoin a violation or breach of any provision hereof.
22.2.4. Pursue
any other remedy now or hereafter available under the laws of the state in which the Premises is located.
22.2.5. Without
limitation of any of Landlord’s rights in the event of a Default by Tenant, Landlord may also exercise its rights and remedies
with respect to the L-C as set forth herein.
22.2.6. In
no event shall Tenant be entitled to any surplus arising from Landlord’s re-leasing the Premises, regardless of whether Landlord
terminates either or both of Tenant’s rights and this Lease, as provided above, or whether Landlord continues this Lease, as also
provided above.
22.2.7. Any
and all of Tenant’s Property that may be removed from the Premises by Landlord pursuant to the authority of this Lease or of Laws
may be handled, removed, disposed of and/ or stored by Landlord at the sole risk, cost and expense of Tenant, and in no event or circumstance
shall Landlord be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and
all expenses incurred in such handling, removal, or disposal and all storage charges for such Tenant’s Property so long as the
same shall be in Landlord’s possession or under Landlord’s control. Any Tenant’s Property not removed from the Premises
as of the Expiration Date or any other earlier date on which this Lease is terminated shall be either, as Landlord elects (in whole or
in part as to Tenant’s Property) (A) conclusively presumed to have been conveyed by Tenant to Landlord under this Lease as
in a bill of sale, without further payment or credit by Landlord to Tenant, or (B) at Landlord’s election, abandoned by Tenant
and disposed of by Landlord as it sees fit in its sole and absolute discretion. Neither expiration nor termination of this Lease, nor
the termination of Tenant’s right to possession, shall relieve Tenant from its liability under the indemnity provisions of this
Lease.
22.3. **Additional
Rights of Landlord**. All sums advanced by Landlord or Agent on account of Tenant under this Section, or pursuant to any other provision
of this Lease, and all Base Rent and Additional Rent, if delinquent or not paid by Tenant and received by Landlord when due hereunder,
shall bear interest at the Default Rate, from the due date thereof until paid, and such interest shall be and constitute Additional Rent
and be due and payable upon Landlord’s or Agent’s submission of an invoice therefor. The various rights, remedies and elections
of Landlord reserved, expressed or contained herein are cumulative and no one of them shall be deemed to be exclusive of the others or
of such other rights, remedies, options or elections as are now or may hereafter be conferred upon Landlord by Laws.
22.4. **Event
of Bankruptcy**. In addition to, and in no way limiting the other remedies
set forth herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a voluntary or involuntary bankruptcy, reorganization,
composition, or other similar type proceeding under the federal bankruptcy laws, as now enacted or hereinafter amended, then: (a) “adequate
assurance of future performance” by Tenant pursuant to Bankruptcy Code Section 365 will include (but not be limited to) payment
of an additional/new security deposit in the amount of three times the then current Base Rent payable hereunder; (b) any person
or entity to which this Lease is assigned, pursuant to the provisions of the Bankruptcy Code, shall be deemed, without further act or
deed, to have assumed all of the obligations of Tenant arising under this Lease on and after the effective date of such assignment, and
any such assignee shall, upon demand by Landlord, execute and deliver to Landlord an instrument confirming such assumption of liability;
(c) notwithstanding anything in this Lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord under this
Lease, whether or not expressly denominated as “Rent”, shall constitute “rent” for the purposes of Section 502(b)(6) of
the Bankruptcy Code; and (d) if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code,
any and all monies or other considerations payable or otherwise to be delivered to Landlord or Agent (including Base Rent, Additional
Rent and other amounts hereunder), shall be and remain the exclusive property of Landlord and shall not constitute property of Tenant
or of the bankruptcy estate of Tenant. Any and all monies or other considerations constituting Landlord’s property under the preceding
sentence not paid or delivered to Landlord or Agent shall be held in trust by Tenant or Tenant’s bankruptcy estate for the benefit
of Landlord and shall be promptly paid to or turned over to Landlord.
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22.5. **Sale
of Premises**. Notwithstanding anything contained in this Lease to the contrary, the sale of the Premises by Landlord shall not constitute
Landlord’s acceptance of any abandonment of the Premises by Tenant that occurs pre-sale or the rejection of this Lease in any bankruptcy
proceeding commenced or filed prior to the consummation of the sale, or in any way impair Landlord’s rights upon a pre-sale Default,
including, without limitation, Landlord’s right to damages.
22.6. **Subleases
of Tenant**. If Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Section 22,
then Landlord shall have the right, at Landlord’s option in its sole discretion, (i) to terminate any and all assignments,
subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises, in
which event Landlord shall have the right to repossess such affected portions of the Premises by any lawful means, or (ii) to succeed
to Tenant’s interest in any or all such assignments, subleases, licenses, concessions or arrangements, in which event Landlord
may require any assignees, sublessees, licensees or other parties thereunder to attorn to and recognize Landlord as its assignor, sublessor,
licensor, concessionaire or transferor thereunder. In the event of Landlord’s election to succeed to Tenant’s interest in
any such assignments, subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election,
have no further right to or interest in the rent or other consideration receivable thereunder.
22.7. **Efforts
to Relet**. No re-entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver
to protect Landlord’s interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord
to terminate this Lease or Tenant’s right to possession, or to accept a surrender of the Premises, nor shall same operate to release
Tenant in whole or in part from any of Tenant’s obligations hereunder, unless express written notice of such intention is sent
by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.
Landlord’s
rights and remedies under this Section are collectively referred to as “**Landlord Remedies**”.
23. **LANDLORD’S
DEFAULT**.
In the event that Landlord defaults in the observance
or performance of any term or condition required to be performed by Landlord hereunder, Tenant may commence an action in a court of competent
jurisdiction to compel performance by Landlord hereunder and/or to seek recovery of Tenant’s actual damages; provided, however,
that Tenant may not exercise such remedy without first providing written notice of the alleged default to Landlord, setting forth with
reasonable specificity and detail the nature of such default, and thereafter permitting Landlord a thirty (30) day period to cure such
default (which cure period may be extended if Landlord is diligently pursuing performance of the applicable cure, but such cure is not
completed within the 30 day period). Upon expiration of Landlord’s cure period, Tenant shall deliver written notice to Landlord
advising of Tenant’s election to file the action contemplated above. The remedy provided in this Section is Tenant’s
sole and exclusive remedy for Landlord’s breach of this Lease, whether at law or in equity. In connection with the exercise of
the foregoing remedy or otherwise except as set forth in Section 15 of this Lease, Tenant shall not be entitled to any abatement
of, deduction from, or set off against, the Rent payable hereunder.
24. **BROKER**.
Tenant covenants, warrants and represents that
Tenant’s Broker was the only broker to represent Tenant in the negotiation of this Lease. Landlord covenants, warrants and represents
that Landlord’s Broker was the only broker to represent Landlord in the negotiation of this Lease. Landlord shall pay the brokerage
commissions owing to the Tenant’s Broker and Landlord’s Broker in connection with this Lease pursuant to the terms of a separate
written agreement or agreements between and/or among Landlord and Tenant’s Broker and Landlord’s Broker. Each party agrees
to and hereby does indemnify, defend and hold the other harmless against and from any brokerage commissions or finder’s fees or
claims thereof by a party claiming to have dealt with the indemnifying party and all costs, expenses and liabilities in connection therewith,
including, without limitation, reasonable attorneys’ fees and expenses, for any breach of the foregoing. The provisions of this
Section 24 shall survive the termination or expiration of this Lease.
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25. **MISCELLANEOUS.**
25.1. **Merger**.
All prior understandings and agreements between the parties are merged in this Lease, which alone fully and completely expresses the
agreement of the parties. No agreement shall be effective to modify this Lease, in whole or in part, unless such agreement is in writing,
and is signed by the party against whom enforcement of said change or modification is sought.
25.2. **Notices**.
Any notice required to be given by either party pursuant to this Lease, shall be in writing and shall be deemed to have been properly
given, rendered or made only if (a) personally delivered, or (b) if sent by Federal Express or other comparable commercial
overnight delivery service, or (c) sent electronically, if, on the same date, a duplicate notice is sent pursuant to (a) or
(b) above, addressed (in the case of any or all of (a), (b) and (c) above) to the other party at the addresses set forth
below each party’s respective signature block (or to such other address as Landlord or Tenant may designate to each other from
time to time by written notice), and shall be deemed to have been given, rendered or made (i) on the day so delivered or (ii) in
the case of overnight courier delivery on the first business day after having been deposited with the courier service, and (iii) in
the case of electronic delivery, on the date such electronic delivery occurs, provided that, on the same date, a duplicate copy is sent
pursuant to clause (a) or (b).
25.3. **Non-Waiver**.
The failure of either party to insist, in any one or more instances, upon the strict performance of any one or more of the obligations
of this Lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment (at that time) for
the future of the performance of such one or more obligations of this Lease or of the right to exercise such election, but the Lease
shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt and acceptance
by Landlord or Agent of Base Rent or Additional Rent with knowledge of any breach by Tenant of any obligation of this Lease shall not
be deemed a waiver of such breach.
25.4. **Legal
Costs**. Any party in breach or default under this Lease (the “**Defaulting
Party**”) shall reimburse the other party (the “**Nondefaulting Party**”) upon demand for any reasonable legal
fees and court (or other administrative proceeding) costs or expenses that the Nondefaulting Party incurs in connection with the breach
or default, regardless whether suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred for the
negotiation of a settlement, enforcement of rights or otherwise. Furthermore, in the event of litigation, the court in such action shall
award to the party in whose favor a judgment is entered a reasonable sum as attorneys’ fees and costs, which sum shall be paid
by the losing party. Except as otherwise expressly set forth in this Lease, Tenant shall pay Landlord’s attorneys’ reasonable
fees incurred in connection with Tenant’s request for Landlord’s consent under provisions of this Lease governing assignment
and subletting, or in connection with any other act which Tenant proposes to do and which requires Landlord’s consent (subject
to the limitations set forth in this Lease). All payments due hereunder from Tenant to Landlord shall be deemed Additional Rent.
25.5. **Parties
Bound**. Except as otherwise expressly provided for in this Lease, this Lease shall be binding upon, and inure to the benefit of, the
successors and assignees of the parties hereto. Tenant hereby releases Landlord named herein from any obligations of Landlord for any
period subsequent to the conveyance and transfer of Landlord’s ownership interest in the Premises. In the event of such conveyance
and transfer, Landlord’s obligations hereunder shall thereafter be binding upon each transferee (whether Successor Landlord or
otherwise). No obligation of Landlord shall arise under this Lease until the instrument is signed by, and delivered to, both Landlord
and Tenant.
25.6. **Recordation
of Lease**. Tenant shall not record or file this Lease (or any memorandum hereof) in the public records of any county or state.
25.7. **Governing
Law; Construction**. This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises is
located. If any provision of this Lease shall be invalid or unenforceable, the remainder of this Lease shall not be affected but shall
be enforced to the extent permitted by Laws. The captions, headings and titles in this Lease are solely for convenience of reference
and shall not affect its interpretation. This Lease shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Lease to be drafted. Each covenant, agreement, obligation, or other provision of this Lease
to be performed by Tenant, shall be construed as a separate and independent covenant of Tenant, not dependent on any other provision
of this Lease. All terms and words used in this Lease, regardless of the number or gender in which they are used, shall be deemed to
include any other number and any other gender as the context may require.
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25.8. **Time**.
Time is of the essence for this Lease, unless waived by Landlord (which Landlord shall have the right, but not the obligation, to do).
If the time for performance hereunder falls on a Saturday, Sunday or a day that is recognized as a holiday, either by the federal government
or in the state in which the Premises is located, then such time shall be deemed extended to the next day that is not a Saturday, Sunday
or holiday.
25.9. **Authority**.
Each of Tenant and Landlord represent, warrant, and covenant with and to the other party hereby as follows: the individual(s) acting
as signatory on its behalf is(are) duly authorized to execute this Lease; it has procured (whether from its members, partners or board
of directors, as the case may be), the requisite authority to enter into this Lease; and this Lease is and shall be fully and completely
binding upon it.
25.10. **WAIVER
OF TRIAL BY JURY**. LANDLORD AND TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED TO THIS
LEASE OR THE PREMISES.
25.11. **Financial
Information**. At any time during the Lease Term, but no more often than one
time per each twelve (12) month period of the Lease Term (unless in connection with any sale, financing or refinancing of the Premises
or Park or in the event that Tenant is in default beyond any applicable notice and cure period),Tenant shall deliver to Landlord information
and documentation describing and concerning Tenant’s financial condition, and in form and substance reasonably acceptable to Landlord,
within ten (10) days following Landlord’s written request therefor. Upon Landlord’s request, Tenant shall provide to
Landlord the most currently available audited financial statement of Tenant; and if no such audited financial statement is available,
then Tenant shall instead deliver to Landlord its most currently available balance sheet and income statement, certified, as to accuracy
and completeness, by a duly authorized officer of tenant (e.g. chief financial officer or controller). Furthermore, upon the delivery
of any such financial information from time to time during the Lease Term, Tenant shall be deemed to automatically represent and warrant
to Landlord that the financial information delivered to Landlord is true, accurate and complete, and that there has been no adverse change
in the financial condition of Tenant since the date of the then-applicable financial information. Notwithstanding the foregoing, in the
event that (1) stock in the entity which constitutes Tenant under this Lease (as opposed to an entity that “controls”
Tenant or is otherwise an “Affiliate” of Tenant) is publicly traded on a national stock exchange, and (2) Tenant
has its own, separate and distinct 10K and 10Q filing requirements or has a joint or cumulative filings with an entity that controls
Tenant or with entities which are otherwise Affiliates of Tenant but Tenant’s financial condition is separately and reasonably
set forth in any such filings (and therefor Tenant’s financial statements can be accessed by the general public via the internet),
then Tenant’s obligation to provide Landlord with any such financial statements shall be deemed satisfied. Tenant’s obligation
to provide Landlord with any such financial statements shall not be deemed satisfied in the event that Tenant’s joint or cumulative
filings with an entity that controls Tenant or with entities which are otherwise Affiliates of Tenant does not set forth Tenant’s
financial condition separately and reasonably in any such filings.
25.12. **Confidential
Information**. Tenant agrees to maintain in strict confidence the economic
terms of this Lease and any or all other materials, data and information delivered to or received by any or all of Tenant and Tenants’
Parties either prior to or during the Lease Term in connection with the negotiation and execution hereof. Notwithstanding the foregoing,
Tenant may disclose this Lease without the prior written consent of Landlord to (i) Tenant’s consultants, brokers, attorneys,
property managers and employees that have a need to know such information, (ii) as required by applicable Law, and (iii) to
bona fide prospective purchasers, lenders, assignees, or subtenants (collectively, the “**Authorized Tenant Parties**”),
provided that Tenant shall instruct the Authorized Tenant Parties to keep such information confidential. Further, the foregoing prohibition
in disclosure shall not apply to any disclosures required by laws, regulations or rules during any time that the shares of the tenant
hereunder (whether the named Tenant or a transferee) are traded on a nationally-recognized stock exchange. The provisions of this Section 25.12
shall survive the termination of this Lease.
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25.13. **Submission
of Lease**. Submission of this Lease to Tenant for signature does not constitute a reservation of space or an option to lease, or an
offer to lease. This Lease is not effective until execution by and delivery to both Landlord and Tenant.
25.14. **Lien
Prohibition**. Tenant shall not permit any notice of unpaid balance or right to file lien, construction lien, construction lien claim,
mechanics or materialmen’s liens to be filed or to attach to the Premises. Tenant, at its expense, shall procure the satisfaction
or discharge of record of all such liens and encumbrances within 15 days after the filing thereof; or, within such fifteen (15) day period,
Tenant shall provide Landlord, at Tenant’s sole expense, with endorsements (satisfactory, both in form and substance, to Landlord
and the holder of any mortgage or deed of trust) to the existing title insurance policies of Landlord and the holder of any mortgage
or deed of trust, insuring against the existence of, and any attempted enforcement of, such lien or encumbrance. In the event Tenant
has not so performed, Landlord may, at its option, pay and discharge such liens and Tenant shall be responsible to reimburse Landlord,
on demand and as Additional Rent under this Lease, for all costs and expenses incurred in connection therewith, together with interest
at the Default Rate thereon, which expenses shall include reasonable fees of attorneys of Landlord’s choosing, and any costs in
posting bond to effect discharge or release of the lien as an encumbrance against the Premises. THE INTEREST OF THE LANDLORD IN THE PREMISES
SHALL NOT, UNDER ANY CIRCUMSTANCES, BE SUBJECT TO LIENS FOR ALTERATIONS MADE BY THE TENANT OR ANY OTHER ACT OF TENANT. The provisions
of this Section 25.14 shall survive the termination or expiration of this Lease.
25.15. **Landlord’s
Covenants; No Termination Right**. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and,
except as may be otherwise expressly provided in this Lease, Tenant may not terminate, and to the extent permitted by Laws waives
the benefit of any Laws now or hereafter in effect which would permit Tenant to terminate, this Lease for breach of Landlord’s
obligations hereunder.
25.16. **Anti-Terrorism**.
Tenant represents and warrants to and covenants with Landlord that (i) neither Tenant nor any of the Tenant Parties currently is,
nor shall any of them be, at any time during the Lease Term, in violation of any laws or regulations relating to either or both terrorism
and money laundering; (ii) none of the Tenant Parties is, nor shall any of them be, during the Lease Term (1) a person or entity
owned or controlled by, affiliated with, or acting for or on behalf of, any person or entity that is identified as a “Specially
Designated National” on the then - most current list published by the US Treasury Department’s Office of Foreign Assets Control
or other replacement official publication of such list, or (2) a person or entity who is identified as, or affiliated with, a person
or entity designated as a terrorist, or associated with terrorism or money laundering, pursuant to regulations promulgated in connection
with the USA Patriot Act; and (iii) Tenant has taken and shall continue to take during the Lease Term, reasonably appropriate steps
to understand its legal obligations under all anti-terrorism Laws and regulations, and has implemented, and shall continue to implement
during the Lease Term, appropriate procedures to assure its continued compliance with them. At any time and from time to time during
the Lease Term, Tenant shall deliver to Landlord, within ten (10) days after receipt of a written request therefor, a written certification
and such other evidence as Landlord may reasonably request evidencing and confirming Tenant’s compliance with this Section 25.16.
Notwithstanding anything to the contrary set forth in this Lease, no notice or cure period shall be required or provided with respect
to any breach or default under this Section.
25.17. **Electronic
Signatures; and Counterparts**. The parties acknowledge and consent to be bound by electronic signatures, including signatures of any
required witness. This Lease may be executed in multiple counterparts, but all such counterparts shall together constitute a single,
complete and fully-executed document.
25.18. **Waiver
of Right of Redemption**. Tenant waives all right of redemption to which Tenant may be entitled by Laws.
25.19. **Injunctive
Relief**. Any violation, attempted violation, or threatened violation, of any provision of this Lease by Tenant, can be remedied by
injunction, which shall be a cumulative remedy in addition to any Landlord Remedies under this Lease or by any Laws, and Tenant shall
not raise as a defense thereto that Landlord has an adequate remedy at Law.
25.20. **Joint
and Several Liability**. All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant
hereunder.
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25.21. **Limitation
of Liability**. Notwithstanding any provision in this Lease to the contrary, under no circumstances shall Landlord’s liability
for failure to perform any obligations arising out of or in connection with this Lease or for any breach of the terms or conditions of
this Lease (whether written or implied) exceed Landlord’s equity interest in the Premises, including, subject to any rights of
Landlord, Landlord’s mortgagee and other encumbrances affecting the Premises, all rental proceeds therefrom received by Landlord
during Landlord’s period of ownership, but not any proceeds from any sale thereof once such sale proceeds have been distributed
to Landlord’s shareholders, members, owners and/or similar ownership parties. Any judgments rendered against Landlord shall be
satisfied solely out of proceeds of sale of Landlord’s interest in the Premises. No personal judgment shall lie against Landlord
or its members, or any of their constituent members, or any officers, members, shareholders, partners or employees of any of the foregoing,
upon extinguishment of Landlord’s rights in the Premises and any judgments so rendered shall not give rise to any right of execution
or levy against the assets of Landlord or any of its members or their constituent members, or any officers, members, shareholders, partners
or employees of any of the foregoing. The provisions hereof shall inure to Landlord’s successors and assigns including any lender
of Landlord.
Additionally, notwithstanding
anything in this Lease to the contrary, and notwithstanding any applicable Laws to the contrary, neither Tenant’s officers, directors,
shareholders, agents, or employees shall have any personal liability for the obligations of this Lease and Landlord hereby expressly
waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Landlord.
25.22. **Environmental,
Social and Governance**.
25.22.1. **Sustainability
Contact Information**. Landlord and Tenant each hereby agree to provide a point of contact (as designated below) to discuss issues
related to sustainability and energy involving the Premises. Such issues may include, but not be limited to, retrofit projects, billing
processes, energy efficiency upgrades, and data access.
**Tenant Sustainability Contact:**
Name: [***]
Email: [***]
Phone: [***]
**Landlord Sustainability Contact:**
Name: [***]
Email: [***]
Phone: [***]
25.22.2. **Energy
Star Score Disclosure**. Tenant acknowledges that Landlord has advised Tenant
that Landlord participates in an energy benchmarking program with the United States Environmental Protection Agency (EPA) called ENERGY
STAR Portfolio Manager®. This program is intended to facilitate Landlord’s ability to improve the energy efficiency of the
Building. Tenant shall provide Landlord with reasonable access (on a periodic basis, promptly after Landlord’s request therefor)
to Tenant’s data on Tenant’s energy use (“**Tenant’s Energy Use Information**”) for inclusion
in Landlord’s annual reports in connection with Landlord’s ENERGY STAR annual rating and other similar energy efficiency
purposes. If and to the extent that Landlord makes use of Tenant’s Energy Use Information, Landlord shall not identify Tenant by
name, nor separately break out, and provide to third parties, any of Tenant’s Energy Use Information. Furthermore, Landlord shall
not have any right to dictate or control Tenant’s energy use in the Building, except if and to the extent otherwise expressly provided
in this lease.
25.22.3. **Tenant
Energy Disclosure**. Upon Landlord’s request (but no more frequently than once every three (3) months), Tenant shall submit
to Landlord Tenant’s own energy and water consumption, and waste production, data, including total usage and total charges as such
charges appear on Tenant’s electric, gas, water, waste collection and other utility bills. If and to the extent Tenant has already
provided electricity usage information to Landlord pursuant to Section 25.22.2 above, Tenant shall not be required to provide duplicative
electricity use information under this Section 25.22.3. The format in which such information is delivered to Landlord shall be reasonably
acceptable to Landlord. Landlord agrees, however, that such information may only be utilized by Landlord subject to the same disclosure
limitations as are imposed under Section 25.22.2 above.
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25.22.4. **Green
Tenant Fit-Out Guide**. Attached hereto as Schedule 25.22.5 is
a so-called “fit out guide” so as to offer suggestions and guidance on practices and procedures that Tenant might choose
to implement in its business operations in the Premises in order to ensure the efficient operation of Tenant’s business in the
Premises and to facilitate Tenant’s ability to align its business operations in the Premises with Landlord’s ESG Policies
(the “**Guide**”). If Tenant has any questions concerning the Guide and implementation of its suggestions, Tenant
should contact Landlord’s Sustainability contact identified in Section 25.22.1 above.
25.22.5. **Renewable
Energy Systems**. During the Term, Landlord may, at its sole cost and expense,
without Tenant’s consent, install or permit the installation by a Renewable Energy Developer (defined below) of one or more Renewable
Energy Systems (defined below) on (i) not more than fifty percent (50%) of the roofs of the Building, and (ii) such other areas
of the exterior of the Premises, the Building or the Park, that do not unreasonably interfere with Tenant’s operations within the
Premises for the Permitted Use (collectively, “**Designated Reserved Areas**”). Tenant hereby agrees not to unreasonably
interfere with the Renewable Energy Developer’s rights to the Designated Reserved Areas and the operation of the Renewable Energy
System (defined below), and in connection therewith shall provide the Renewable Energy Provider reasonable access to the Designated Reserved
Areas. A “**Renewable Energy System**” shall mean a mechanical, electrical or other installation comprised of solar/photovoltaic
panels, mounting systems, transmission lines and cabling, and other related infrastructure, equipment and facilities which produces energy,
including without limitation a rooftop solar electric or photovoltaic (PV) system. A “**Renewable Energy Developer**”
shall mean a contractor, developer, or other person or entity that owns a Renewable Energy System or is engaged to develop, install,
operate, manage and/or maintain a Renewable Energy System (including, but not limited to, an affiliate of Landlord), whether pursuant
to a lease, sublease, license or other contractual arrangement with Landlord.
In
connection with any Renewable Energy System that may be installed, if requested by Landlord, Tenant agrees to utilize power generated
from the Renewable Energy System subject to the terms of this Section 25.22.5. To the extent applicable, Tenant shall pay the cost
of Tenant’s use of power generated from the Renewable Energy System (“**Renewable Energy Charges**”), either
directly to the Renewable Energy Developer or as Operating Expenses reimbursable to Landlord; *provided, however*,
in no event shall the Renewable Energy Charges payable by Tenant exceed the rate that would otherwise be payable directly to the existing
utility company for the provision of utility service to the Premises directly from the grid.
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26. **RENTS
FROM REAL PROPERTY**. Landlord and Tenant agree that all Rent payable
by Tenant to Landlord shall qualify as rents from real property within the meaning of both Sections 512(b)(3) and 856(d) of
the Internal Revenue Code of 1986, as amended (the “**Code**”) and the U.S. Department of Treasury Regulations
promulgated thereunder (the “**Regulations**”). If Landlord, in its sole discretion, determines that there is any risk
that all or part of any Rent shall not qualify as rents from real property for the purposes of the Code and the Regulations, Tenant agrees
to cooperate with Landlord by entering into such amendment or amendments as Landlord reasonably deems necessary to qualify all Rent as
rents from real property; provided, however, that any adjustments required pursuant to this Section 26 shall be made so as to produce
the equivalent Rent (in economic terms) payable prior to such adjustment.
27. **SOLAR
FACILITY**. Subject to (i) the approval of all applicable
governmental agencies, (ii) Tenant’s
compliance with all Easements, all applicable Laws, the provisions of this Section 27 and the other provisions of this Lease, and
(iii) the rights of the Renewable Energy Developer to the roof of the Building, if applicable, Tenant shall have the non-exclusive
right (at Tenant’s sole cost and expense but without any obligation to pay Landlord any rent or license fees with respect thereto)
to: (A) install on the roof of the Building, in a location designated by Landlord (the “**Solar Facility Equipment
Area**”), a reasonable scope of solar panels, the specifications of which shall be subject to Landlord’s reasonable approval
(collectively, the “**Solar Panel Equipment**”); and (B) install connection equipment, such as conduits, cables,
feeders and materials (collectively, the “**Connecting Equipment**”) in the existing risers, shafts, ducts, conduits,
chases, utility closets and other facilities of the Building as is reasonably necessary to operate the Solar Panel Equipment. In no event
shall the Solar Facility Equipment Area exceed more than thirty percent (30%) of the roof of the Building. Subject to Section 27.3
below and all of the terms and conditions of this Lease, and subject to all applicable Laws and such reasonable rules and regulations
as Landlord may impose from time to time, Tenant shall also have the right of access twenty-four (24) hours per day, seven (7) days
per week to the areas where the Solar Panel Equipment and Connecting Equipment (all collectively referred to herein as the “**Solar
Facility Equipment**”) are located for the purposes of maintaining, repairing, testing and replacing the same. The Solar Facility
Equipment shall be deemed Tenant’s Property.
27.1. **Installation**.
The installation of the Solar Facility Equipment shall constitute Alterations and shall be performed in accordance with and subject to
the provisions of Section 11 above including, without limitation, Tenant’s obligation to obtain Landlord’s prior consent
to the size and other specifications of the Solar Facility Equipment, and the Solar Facility Equipment shall be treated for all purposes
of this Lease as if the Solar Facility Equipment were Tenant’s personal property. In no event shall Tenant be permitted to void
any roof or other warranties pertaining to the Building and/or Park in connection with the installation of the Solar Facility Equipment.
For purposes of determining Landlord’s and Tenant’s respective rights and obligations with respect to its use of the roof
as herein provided, the portions of the Solar Facility Equipment Area (and any other portions of the roof where the Rooftop Equipment
is actually located) shall be deemed to be a portion of Tenant’s Premises; consequently, all of the provisions of this Lease respecting
Tenant’s obligations hereunder shall apply to the installation, use and maintenance of the such portions of the roof by Tenant
(including, without limitation, provisions relating to compliance with requirements as to insurance, indemnity, repairs and maintenance),
and all such provisions shall also apply, to the extent appropriate, to the installation, use and maintenance of the Solar Facility Equipment.
Landlord shall have no obligation to make any changes, improvements or alterations to the areas where any of the Solar Facility Equipment
is located.
27.2. **Non-Exclusive
Right**. It is expressly understood that Landlord retains the right to use and to grant to third parties, including a Renewable Energy
Developer, the right to use the portions of the roof on which the Solar Facility Equipment is not located, provided that (i) Tenant
shall have reasonable access to the Solar Facility Equipment, (ii) Landlord and such third parties shall not unreasonably interfere
with Tenant’s use of the roof or the Solar Facility Equipment and (iii) Tenant shall not be responsible for repair of any
damage caused to the roof by any such third parties, including, the repair or replacement of any skylight, or other roof membrane or
components damaged by the use of such third parties, provided that the foregoing shall not be applicable to damages resulting from a
Tenant Damage. Landlord shall indemnify, defend and hold Tenan harmless from and against any and all claims to the extent arising out
of the use of the roof by the third parties as set forth in Section 27, provided that the foregoing shall not be applicable to any
claims arising from Tenant’s negligence or willful misconduct.
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27.3. **Tenant’s
Covenants**. Tenant shall install, use, maintain and repair the Solar Facility Equipment so as not to (i) cause damage to the
Premises, the Building or the systems and equipment of the Premises, or (ii) unreasonably interfere with the operation of the Building
or the Premises, or the operation of the businesses of other tenants, occupants or licensees of the Premises or such tenants’,
occupants’ and licensees’ systems and equipment located in, on or about the Building or the Premises. In addition, Tenant
shall (A) be solely responsible for any damage caused as a result of the Solar Facility Equipment, (B) promptly pay any tax,
license or permit fees charged pursuant to any requirements in connection with the installation, maintenance or use of the Solar Facility
Equipment and comply with all precautions and safeguards recommended by all governmental authorities, and (C) make necessary repairs,
replacements or maintenance of the Solar Facility Equipment. Further, Tenant, at Tenant’s sole cost and expense, shall maintain
such equipment and install such fencing and other protective equipment on or about the Solar Facility Equipment as Landlord may reasonably
require. Tenant shall indemnify, defend and hold Landlord and the Landlord Parties harmless from and against any and all claims to the
extent arising out of Tenant’s failure to comply with the provisions of this Section 27.
27.4. **Landlord’s
Obligations**. Landlord shall not have any obligations with respect to the Solar Facility Equipment or compliance with any requirements
relating thereto nor shall Landlord be responsible for any damage that may be caused to the Solar Facility Equipment, except to the extent
caused by the gross negligence or willful misconduct of Landlord or Landlord’s agents, contractors or employees and not insured
or required to be insured by Tenant under this Lease. Landlord makes no representation that the Solar Facility Equipment and related
Connecting Equipment will be able to receive or transmit communication signals without interference or disturbance, and Tenant agrees
that Landlord shall not be liable to Tenant therefor.
27.5. **Hazardous
Materials/Inspections**. Tenant shall not use any Hazardous Materials in connection with the Solar Facility Equipment. Landlord shall
have the right, after providing Tenant with not less than twenty-four (24) hours’ prior notice (except no such prior notice shall
be required in case of emergency), to conduct such tests and/or inspections of the Solar Facility Equipment as Landlord may determine
are reasonably necessary from time to time to ensure that Tenant is complying with the terms of this Section 27, and Tenant shall
pay for the reasonable cost of such tests.
27.6. **Default**.
If any of the conditions set forth in this Section 27 are not complied with by Tenant, then without limiting Landlord’s rights
and remedies it may otherwise have under this Lease, Tenant shall, upon written notice from Landlord, have the option either to: (i) immediately
discontinue its use of the particular items of the Solar Facility Equipment that are non-compliant, remove the same, and make such repairs
and restoration as required under Section 27.7 below, or (ii) correct such noncompliance either (A) immediately after
receipt of such notice in cases of emergency, or (B) within ten (10) days after Tenant’s receipt of such notice in non-emergency
situations (or such longer period as may be reasonably necessary to correct such noncompliance in such non-emergency situations, so long
as Tenant commences to correct such noncompliance within such ten (10) day period and thereafter proceeds with due diligence to
correct such noncompliance). If Tenant elects the option described in clause (ii) of the immediately preceding sentence and
Tenant fails to correct such noncompliance within the applicable time period described in clause (ii), then Tenant shall immediately
discontinue its use of the particular items of the Solar Facility Equipment which are non-compliant and remove the same.
27.7. **Removal
at End of Term**. Upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant’s expense, remove the Solar
Facility Equipment, repair any damage caused thereby, and restore the roof and other facilities of the Building to their condition existing
prior to the installation of the Solar Facility Equipment.
27.8. **Rights
Personal**. Notwithstanding the foregoing provisions of this Section 27 to the contrary, Tenant’s rights under this Section 27:
(i) are personal to the Original Tenant; and (ii) may not be transferred to or used by any person or entity other than the
Original Tenant.
28. **OFAC
LAWS AND REGULATIONS**.
The
person(s) who have executed this Lease on behalf of Tenant are duly authorized to do so. Tenant and no individual or entity owning
directly or indirectly any interest in Tenant is an individual or entity whose property or interests are subject to being blocked under
any of the OFAC Laws and Regulations (as hereinafter defined) or is otherwise in violation of any of the OFAC Laws and Regulations. Tenant
shall immediately notify Landlord, in writing, if any individual or entity owning directly or indirectly any interest in Tenant or any
director, officer, member, manager or partner of any of such holders is an individual or entity whose property or interests are subject
to being blocked under any of the OFAC Laws and Regulations, is otherwise in violation of any of the OFAC Laws and Regulations, or is
under investigation by any governmental entity for, or has been charged with, or convicted of, drug trafficking, terrorist-related activities
or any violation of anti-money laundering laws, has been assessed civil penalties under these or related laws, or has had funds seized
or forfeited in an action under these or related laws. For purposes of this Lease, “OFAC Laws and Regulations” means
Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595
of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code
of Federal Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal
Regulations), and the Cuban Assets Control Regulations (Title 31 Part 515 of the U.S. Code of Federal Regulations), and all other
present and future federal, state and local laws, ordinances, regulations, policies, lists (including, without limitation, the Specially
Designated Nationals and Blocked Persons List) and any other requirements of any governmental authority (including, without limitation,
the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist
acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations
and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements
of other states or localities.
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29. **ANTI-CORRUPTION**.
During the Lease Term:
29.1. Tenant
represents that neither it nor, to its knowledge, after due inquiry, any of its officers, directors, employees, subsidiaries, Affiliates,
agents or representatives has offered, promised or given, or will offer, promise or give, to any person, directly or through a third
party, anything of value, for the person himself or herself or another person or entity, in order to improperly influence official actions,
obtain or retain business, or otherwise secure an improper business advantage.
29.2. Tenant
represents and warrants that Tenant and, to its knowledge, after due inquiry, its respective affiliates, subsidiaries, officers, directors,
employees, agents and representatives are and have been in compliance, and will comply strictly throughout the performance of this Lease,
with all applicable Anti-Corruption Laws (as defined below) and have instituted and maintain policies and procedures reasonably designed
to promote and achieve compliance with such laws and with the representations and warranties contained herein.
29.3. Tenant
is not now, nor will it be, owned, directly or indirectly, in whole or in part, or controlled by any government or Government Official.
For purposes of this paragraph, the term “Government Official” means any officer or employee of a government or government
controlled entity, or of a public international organization, or of companies that are partially or wholly-owned or controlled by governments
or governmental agencies, or monarchies and royal families, or any person acting in an official capacity for or on behalf of any of the
foregoing, or any political party or official thereof, or candidate for political office.
29.4. Tenant
shall notify Landlord immediately if at any time the foregoing representations and warranties contained in this Section 28 shall
not be true and correct. Upon receipt of such notification, Landlord shall have the right to either or both unilaterally terminate this
Lease and pursue any other remedies available to it.
29.5. Tenant
shall not be obligated to take any action or omit to take any action that it believes, in good faith, would cause it to be in violation
of any Anti-Corruption Laws and/or Anti-Money Laundering Laws (defined below).
29.6. For
the purposes of this Section 28, “Anti-Corruption Laws” means any laws, rules or regulations of any applicable
jurisdiction concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act. The term “Anti-Money
Laundering Laws” means any laws, rules or regulations, state and federal, criminal and civil, that: (i) limit the use
of and/or seek the forfeiture of proceeds from illegal transactions; or (ii) are designed to disrupt the flow of funds to terrorist
organizations. Such laws, regulations and sanctions shall be deemed to include the Bank Secrecy Act, as amended by the USA PATRIOT Act
of 2001, Pub. L. No. 107-56, and the Money Laundering Control Act of 1986, including the laws relating to prevention and detection
of money laundering under 18 U.S.C. §§ 1956-1957.
50
30. **RULES
AND REGULATIONS**. Tenant shall comply with all reasonable rules and
regulations established by Landlord covering use of the Premises and disclosed to Tenant in writing (the “**Rules and
Regulations**”). Landlord’s current Rules and Regulations are attached hereto as **Exhibit C**. Any
new or modified Rules and Regulations promulgated by Landlord shall not unreasonably interfere or impair Tenant’s use of,
access to, or operations in the Premises or otherwise diminish Tenant’s rights or increase Tenant’s obligations under this
Lease. In the event that the Rules and Regulations conflict with the express terms of this Lease, the terms of this Lease shall
control. Landlord shall not have any liability or obligation for the breach of any Rules or Regulations.
31. **Permitted
Dogs**. Notwithstanding any provision to the contrary in this Lease, Tenant shall be permitted to bring into the Premises
fully-domesticated, fully-vaccinated, trained dogs owned by the officers and/or employees of Tenant as pets (individually and collectively,
“**Permitted Dogs**”), subject to compliance with applicable Laws and the terms and conditions of this Section 31.
In no event shall more than five (5) Permitted Dogs be permitted at any one time, nor shall Tenant permit any Dangerous Breeds (as
defined below) to enter the Premises, the Building or the Project. For the purposes herein, “**Dangerous Breeds**” shall
mean the following breeds: Pit Bull Terrier, Rottweiler, Boxer, Chow, Presa Canario, German Shepherd, Alaskan Malamute, Husky and Doberman
Pinscher. Landlord shall have the right, from time to time, to reasonably modify or add to the definition of Dangerous Breeds to be consistent
with definitions commonly used by landlords of the Comparable Projects, or to comply with applicable Laws pertaining to the Premises.
All Permitted Dogs shall be strictly controlled at all times and shall not be permitted to foul, damage or otherwise mar any part of
the Premises or the Building, or bark excessively or otherwise create a nuisance. The Permitted Dogs shall be on a leash at all times
that they are not within the Premises and shall not be allowed in the parking areas or in the common areas, except en route to and from
the Premises, or in such areas as may be designated by Landlord from time to time, if any (i.e., any dog run or fenced dog park). Permitted
Dogs shall not be allowed to urinate or defecate anywhere within the Premises or the Building. Permitted Dogs shall be guided to public
areas or adjacent properties (where permitted) for urination or defecation, and Tenant shall be liable for any violations of public health
restrictions made by any Permitted Dogs. Tenant shall be responsible for any additional cleaning costs and all other costs which may
arise from the presence of the Permitted Dogs in or on the Premises, and Tenant shall immediately remove any waste, vomit and/or excrement
of any Permitted Dogs from the Premises and properly clean the affected area. Upon Landlord’s request at any time, and from time
to time, Tenant shall provide Landlord with evidence of all current vaccinations and current flea treatment for Permitted Dogs. In no
event shall any of the Permitted Dogs be kept in the Premises overnight. Tenant shall be responsible for, and shall indemnify, defend,
protect and hold Landlord and the Landlord Parties harmless from and against any and all claims arising from, resulting from or connected
with the acts or presence of the Permitted Dogs in the Premises or Building or (including, without limitation, bodily injury to persons
in the Premises or Building or any third party with rights to the Premises or invitee of the Premises). Tenant shall provide Landlord
with evidence reasonably satisfactory to Landlord that Tenant’s liability insurance provided pursuant to this Lease covers dog-related
injuries and damage. Tenant shall comply with all applicable Laws associated with or governing the presence of the Permitted Dogs within
the Premises or the Building or on the Project, and such presence shall not be allowed if it violates the certificate of occupancy for
the Building. Notwithstanding the foregoing, Landlord shall have the right at any time to rescind Tenant’s right to have any particular
dogs in the Premises (other than seeing eye dogs or other service animals in accordance with the Rules and Regulations and applicable
Laws), if Tenant (or any applicable Permitted Dog) is in violation of one or more of the terms and conditions set forth in this Section 31
and fails to cure such violation within two (2) business days of receiving notice thereof from Landlord, Landlord shall have the
right at any time to rescind Tenant’s right to have such particular Permitted Dog in the Premises if in Landlord’s reasonable
business judgment, such complaints are legitimate and not intended solely to harass or frustrate Tenant’s use and occupancy of
the Premises.
[Signature Pages Follow]
51
**IN
WITNESS WHEREOF**, Landlord and Tenant have duly executed this Lease as of the day and year first above written.
LANDLORD:
5801 SECOND STREET, LLC,
a Delaware limited liability company
By: /s/ Nick Siegel
Name: Nick Siegel
Its: Vice President
Landlord’s
Address for Notices:
c/o Bridge Industrial
11100 Santa Monica Blvd., Suite 700
Los Angeles, CA 90025
Attn: [***]
Telephone: [***]
Email: [***]
with a copy to:
Bridge Industrial
444 W. Lake Street, Suite 3125
Chicago, IL 60606
Attention: Legal Department
Email: [***]
Bridge Industrial
11100 Santa Monica Blvd., Suite 700
Los Angeles, CA 90025
Attn: [***]
Email: [***]
Perspective Law Group, P.C.
11100 Santa Monica Blvd., Suite 780
Los Angeles, CA 90025
Attn: [***]
Email: [***]
52
TENANT:
LYMI Inc.,
a Delaware
By: /s/ Hali Borenstein
Name: Hali Borenstein
Its: CEO
Tenant’s
Addresses for Notices:
LYMI Inc.
2263 East Vernon Avenue
Vernon, California 90058
After
Commencement Date:
LYMI Inc.
5801 South 2nd Street
Vernon, California 90058
With a copy to:
Procopio, Cory, Hargreaves and Savitch LLP
12544 High Bluff Drive, Suite 400
San Diego, CA 92130
Attn: [***]
Email: [***]
53
**Exhibit A**
**Legal
Description**
**[INTENTIONALLY OMITTED]**
A-1
**Exhibit A-1**
**Outline
of Premises**
**[INTENTIONALLY OMITTED]**
A-1-1
**Exhibit B**
**Broom
Clean Condition and Repair Requirements**
**[INTENTIONALLY OMITTED]**
B-1
**Exhibit C**
**Rules &
Regulations**
**[INTENTIONALLY OMITTED]**
C-1
**Exhibit D**
**Tenant
Work Letter**
**[INTENTIONALLY OMITTED]**
D-1
**SCHEDULE 1 TO TENANT WORK LETTER**
**BASE BUILDING WORK**
**[INTENTIONALLY OMITTED]**
D-2
**Exhibit E**
**CONFIRMATION
OF COMMENCEMENT DATE**
**[INTENTIONALLY OMITTED]**
E-1
**Exhibit F**
**TENANT
CONTACT INFORMATION**
**[INTENTIONALLY OMITTED]**
F-1
**Exhibit G**
**TENANT
OPERATIONS INQUIRY**
**[INTENTIONALLY OMITTED]**
G-1
**Exhibit H**
**FORM OF
LETTER OF CREDIT**
**[INTENTIONALLY OMITTED]**
H-1
**SCHEDULE 25.22.5
Tenant Fit-Out Guide**
**[INTENTIONALLY OMITTED]**
**SCHEDULE 25.22.5**
---
## EXHIBIT 10.29
SEC source: [tm2513004d11_ex10-29.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex10-29.htm)
**Exhibit 10.29**
**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION
HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.**
**LOGISTICS SERVICE AGREEMENT**
**Between**
**LYMI Inc. D/b/a Reformation**
**And**
**CEVA LOGISTICS NETHERLANDS B.V.**
*FINAL VERSION*
January 31 2023
Confidential and Proprietary
**BETWEEN:**
(1) **CEVA LOGISTICS NETHERLANDS B.V.**, a private company with limited liability incorporated under the laws of the Netherlands, having its registered office at Hogeweg 39, (5301LJ) Zaltbommel Culemborg, the Netherlands, (“CEVA”);
Reformation – CEVA
and
(2) LYMI Inc. D/b/a Reformation a private company incorporated under the laws of Delaware, United States of America, with its registered offices at 2263 E Vernon Ave, Vernon, CA 90058 United States (hereinafter referred to as “CUSTOMER”);
**RECITALS:**
(a) CEVA
and its Affiliates are principally engaged as a logistics services provider specialising in, among others, the provision of warehousing
(including value added warehousing services) and transportation management & distribution (management) services with regards
to goods of third parties;
(b) CUSTOMER
is in the business of high-end sustainable clothing & accessories for which it requires logistics services and CEVA is willing
to provide such services for CUSTOMER;
(c)CUSTOMER
and CEVA entered into that Letter of Indemnity on July 11, 2022 for the purposes of planning and preparing for the engagement contemplated
hereunder;
(d)CEVA
and CUSTOMER agreed upon further details relating to the scope, description, conditions and price of the services and wish to lay down
the agreement in writing;
**IT IS AGREED:**
**ARTICLE 1
/ GENERAL**
1.1 CEVA shall provide to CUSTOMER the logistics & customs services (the “Services”) as described in **Attachment 1a & Attachment 1b** to this Logistics Service Agreement (hereafter “LSA”). The Services will be provided in accordance with this LSA during the term of it. Any addition of new Services, modification of existing Services, addition of new Key Performance Indicators (“KPI’s”), modification of existing KPI’s, or other changes requires a change control request form, which may only be affected pursuant to the provisions of **Attachment 4** (“Change Request Procedure”).
Reformation – CEVA
1.2 Notwithstanding anything contrary in this Agreement (including the [\*\*\*] in Attachment 1a & Attachment 1b), CUSTOMER shall not be restricted from utilizing the services of any other logistics provider(s) at any time for services outside the (initial) scope of Services.
1.3 Definitions
Unless the context otherwise requires
the following definitions shall apply to this LSA:
**“Attachments”** Means the documents attached to this LSA.
**“Affiliate”** Means any corporation or other entity directly or indirectly controlling a party, directly or indirectly controlled by a party or under common control with a party to this LSA. “Control” for the purposes of this definition shall mean ownership of more than 50% of the shares or power to appoint more than 50% of the Directors or equivalent power over the management of the entity. Upon one party’s request the other party undertakes to promptly verify its Affiliates by providing the other party adequate information in writing;
**“Confidential Information”** Means all information, of whatever nature, whatever form, whether or not marked as confidential, which has or will come into the possession or knowledge of the other party, or its Affiliates, or its employees, or independent contractors, in connection with or as a result of entering into this LSA.
**“Effective Date”** Means the date the LSA enters into effect which is set at January 1st, 2023;
Reformation – CEVA
**“Goods”** Mean any or all physical products, component parts or spare parts manufactured or marketed by CUSTOMER, its Affiliates or third parties that are subject of the Services;
**“Premises”** Means the CEVA warehousing and distribution centre situated at CEVA The Hague, Netherlands where the Goods are stored and/or the Services are performed;
**“GO-LIVE Date”** Means the start date of full operational scope of Services as defined in Attachment **1a and Attachment 1b** of the LSA which is set at April 12, 2023;
**“Stowage”** Means the storing, packing, securing or arranging of the Goods in a vessel of transportation, in such a manner as to protect the Goods from friction, bruising or damage and to ensure the safety and stability of the vessel;
**“Term”** Means the term of this LSA as defined in article 6.1 of this LSA.
1.4 The capitalised words will have the meaning as defined in the LSA. Words importing the singular shall include the plural and vice versa. The sub-headings are for reference only and do not form part of this LSA for the purpose of its construction. All Attachments to this LSA form an integral part of this LSA.
1.5 Subject to express written agreement to the contrary, this LSA (including all its Attachments) is the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all other agreements, proposals, statements or understandings, oral or written, between the parties with respect to the subject matter hereof.
Reformation – CEVA
1.6 For the purposes of the fulfilment of obligations under this LSA, a reference to CUSTOMER includes any one of its Affiliates.
**ARTICLE 2
/ CHARGES**
2.1 The charges payable by CUSTOMER to CEVA for the Services and for related matters are set out or referred to in **Attachment 2a2b** to this LSA. The charges are based on the assumptions (including volumes) made by CEVA on the basis of information provided by CUSTOMER. The assumptions are specified in **Attachment 1a** to this LSA.
- Volume: the charges will be applied to the actual volume on the principle that this stays within a threshold of the tendered volume figure as specified in **Attachment 1a** to this LSA. In the event that the outbound volume exceeds a fifteen [15%] variance (decrease or increase) for 3 (three) consecutive months then the charges for the provision of the Services shall be amended accordingly after substantiation of the relevant cost driver mutation;
- Profile of the volumes: the charges are based upon the profile of volumes as specified in **Attachment 1a** to this LSA. In the event that the change in profile variants significantly for 3 (three) consecutive months then the charges for the provision of the Services shall be amended accordingly after substantiation of the relevant cost driver mutation.
Unless another currency is agreed upon,
payments shall take place in Euro. CUSTOMER shall pay all applicable value added, sales or other relevant taxes.
2.2 If charges for particular Services, consumables or other products are not agreed elsewhere between the parties, and CEVA is requested to provide these Services, the charges payable by CUSTOMER will be the actual costs of providing the Services plus 10% of the actual costs.
2.3 The Services shall be invoiced on a monthly basis. Fixed charges, as defined in **Attachment 2a2b** to this LSA, shall be invoiced in the month prior to the month to which the invoice relates. The charges shall be paid to CEVA within thirty (30) Calendar days of the date of the invoice. Any import duty, VAT or other levies shall be payable to CEVA on demand. In the event of the late payment of undisputed invoices, an interest rate of 1% per month or part of a month will be charged from the date payment fell due to the actual date of payment.
Reformation – CEVA
2.4 The charges shall be reviewed annually at the 1st of January, for the first time per 1 January 2023. Only the specific charges set forth on Attachment \_2\_ containing an “Subject to annual NEA Index Adjustments” shall be subject to any increase as per the relevant NEA Index as published by Panteia. Subject to article 2.5 of this LSA, any further increases required on account of increased costs of performance of the Services shall be subject to negotiation between CEVA and CUSTOMER.
2.5 For charges not subject to article 2.4, CEVA reserves the right to (i) pass through the increase in charges to CUSTOMER due to significant unforeseen cost increases beyond its control, specifically including but not limited to fuel, government action (taxes and levies), road tolls, road closures etc. provided that CEVA provides to CUSTOMER substantiation of such charges; If charges increase more than twenty percent (20%) for reason specified in this clause in a twelve month period, CUSTOMER shall have the right to terminate this agreement once within sixty (60) days advance notice, which must be provided within thirty (30) days of receiving notice of the increase.
2.6 All amounts related to Services provided to CUSTOMER shall be paid without any discount, reduction or set-off. CUSTOMER is not entitled to postpone or suspend its payment obligations to CEVA for whatever reason. CUSTOMER agrees that a claim against CEVA shall not be made a reason for deferring or withholding payment of monies payable to CEVA, or where CEVA agrees on a case-by-case basis, for deferring or withholding payment of undisputed amounts payable to CEVA. However, any claims or disputes made by the CUSTOMER related to such amounts will be addressed according the dispute mechanism listed in Attachment 2a2b.
Reformation – CEVA
2.7 Where 1) CEVA has requested CUSTOMER to provide financial security for the performance of its obligations hereunder, 2) where CEVA reasonably believes CUSTOMER’S credit conditions may result in formal insolvency procedures and 3) CUSTOMER has failed to provide adequate security equalling the outstanding undisputed financial obligations within five (5) calendar days of the date of request without any legitimate reason, CEVA shall have a general lien over the Goods for any monies whatever due from CUSTOMER to CEVA. If any payment obligation is not satisfied on the due date and thereafter CEVA has given CUSTOMER thirty (30) working days’ notice of its intention to exercise its lien, unless CUSTOMER satisfies its payment obligations within such notice period, CEVA may, in its absolute discretion, sell the Goods or any part of them as agent for CUSTOMER and apply the proceeds towards the monies due and towards the expenses of retention, insurance and disposal of the Goods and shall, upon accounting to CUSTOMER for any balance remaining, be discharged from all liability whatsoever in respect of the Goods. CUSTOMER shall be informed in writing, if in its discretion CEVA has sold the Goods or any part of them and the monies recovered from such a sale.
2.8 The Parties agree to cooperate to continuously improve operational performance and reduce overall costs. In this effort, improvement proposals will be generated. For each proposal the performance and/or cost impact will be quantified. These proposals will be approved and signed off by each party, prior to implementation. CEVA will be leading the proposal generation process. For these proposals parties will adopt a supply chain scope. This implies that changes in one part of the supply chain may result in cost effects in other parts of the supply chain. For meeting the cost down targets, the net effect will be taken into account.
**ARTICLE 3
/ OBLIGATIONS OF CUSTOMER**
3.1 On and at any time after the Effective Date, CUSTOMER will work together on the development of a Project Definition Document (“PDD”) or procure to be given to CEVA all such information and other assistance (including without limitation particulars of CUSTOMER’s processes and procedures, customers, suppliers etc.) as CEVA may reasonably require in order to provide the Services and for the purposes of implementing this LSA.
Reformation – CEVA
3.2 CUSTOMER warrants that:
3.2.1 it is the owner of the Goods in respect of which the Service is provided and, if not the owner, that it has the consent of the owner for the purpose of this LSA.
3.2.2 none of the Goods is or will be of a dangerous or hazardous nature or contain substances of that nature and CEVA shall have the right to refuse to provide the Service in relation to any Good, which is in breach of this warranty.
CEVA reserves the right to refuse, as
it sees fit but upon immediate notification to CUSTOMER, to carry, store or otherwise process dangerous Goods.
3.3 CUSTOMER shall ensure at all times that the Goods are secure and are properly packed and labelled for handling and distribution and in complete compliance with any statutory or other legal requirement relevant to the warehousing, transportation and distribution of such Goods so as to enable CEVA to provide the Services.
3.4 CUSTOMER shall at all times supply to CEVA all relevant information about the nature of the Goods or its properties (including the normal shelf life, if relevant) and, if required by CEVA, procedures for dealing with the storage handling, transportation and distribution thereof.
3.5 CUSTOMER shall supply all relevant documentation and approvals required for the import and export of Goods and shall be responsible for all payments due in respect of the import or export of the Goods.
3.6 Unless agreed otherwise in the LSA, CUSTOMER is responsible for the customs clearance of all Goods delivered to CEVA or to be delivered by CEVA and shall do all things necessary in this regard. Customs services to be provided by CEVA shall be defined in Attachment 1b.
3.7 CUSTOMER shall arrange for the Goods to be adequately insured and shall procure that the insurer waives any rights of enforcement against CEVA in excess of the limits specified in the LSA.
Reformation – CEVA
3.8 CUSTOMER shall indemnify CEVA against all claims which may arise from insufficient or improper packing, containment or labelling of or otherwise in connection with Goods or from any breach by CUSTOMER or the obligations mentioned above under article 3.1 up to article 3.7 of this LSA, its Affiliate of any statutory or other legal regulation which applies to the Goods or any of their constituent parts, pursuant to the LSA.
3.9 In order to assist CEVA in achieving a high level of performance and cost efficiency, CUSTOMER shall provide CEVA (i) annually with a volume forecast, (ii) quarterly with CUSTOMER’s most recent regularly prepared volume forecasts, and (iii) weekly with CUSTOMER’s volume forecast for the forthcoming week (at least 5 (five) days upfront) with a daily resolution. Such forecasts will be used by CEVA to run an efficient operation and to plan for growth or reduction in the number of necessary staff and resources needed to provide the Services hereunder. Accordingly, CUSTOMER warrants that all such forecasts will be prepared in good faith, and that CUSTOMER shall inform CEVA of any change in a daily forecast as soon as reasonably practicable.
3.10 In case the actual daily volumes deviate from the forecasted daily volumes parties agree the following:
1.Parties
will discuss how to adjust the workload levelling for the rest of the week in order to mitigate the cost impact (and neutralize the relevant
impact on the key performance indicators). In the event the parties are unable to adjust the workload levelling, CEVA will do its best
to adjust the planning where possible to either increase the workforce capacity or avoid required payment to flex personnel for hours
planned.
2.In
case the actual volume is more than 20% higher than the forecasted daily volume, the surplus volume is not taken into account in the key
performance indicator calculation.
Regardless whether
it is measured in KPI’s, CEVA will always have an obligation to provide its services using its best efforts.
3.In
case the actual volume is lower than the daily forecast volume, and parties are unable to adjust the workload levelling as described above
under sub-1, CEVA is entitled to charge to CUSTOMER the cost of idle capacity that CEVA has incurred and for which CEVA will substantiate.
Reformation – CEVA
3.11 CEVA expressly represents and warrants that its employees working on CUSTOMER’S account are not dedicated and therefore CUSTOMER shall have no liability under Transfers of Undertakings (Protection of Employment) (Directive 2001/23/EC).
3.12 Prior to the execution of this LSA, CUSTOMER shall pay an irrevocable guarantee in the form of a cash security deposit into a bank account in the name of CEVA at a bank in the Netherlands for an amount in Euro equal to three (3) times the monthly charges, currently [\*\*\*] Euro (“**Cash Deposit”**), that will remain available (in full) throughout the Term for CEVA to clear any outstanding amounts in case CUSTOMER fails to timely and fully meet its obligations under this LSA. The conditional claim of CUSTOMER corresponding to the Cash Deposit will be pledged irrevocably to CEVA under a Dutch right pledge in accordance with the deed of pledge that is attached to this LSA as **Attachment 7**. CEVA is entitled to any interest accruing on the Cash Deposit. Any and all costs in relation to the CEVA bank account and the Cash Deposit are for the account of CUSTOMER. Within thirty (30) days of each anniversary of this Agreement, CEVA shall review its business with CUSTOMER and in good faith review whether part or all of the deposit can be returned to CUSTOMER for the remainder of the Term
**ARTICLE 4
/ OBLIGATIONS OF CEVA**
4.1 CEVA will from the Effective Date and throughout the Term provide the Services in accordance with this LSA.
4.2 CEVA shall perform the Services in accordance with any relevant and reasonable professional standards.
4.3 CEVA may subcontract all or part of the Services, however CEVA shall be responsible for the failure by subcontractors to provide the Services provided that the limits, exclusions and indemnities in favour of CEVA shall be enforceable by CEVA’s subcontractors involved in providing the Services.
4.4 The Goods shall be collected from or delivered to the agreed Premises during the usual working hours of the personnel employed there or at such other time as may have been agreed. The Goods shall be accompanied by the documents prescribed by law and any other agreed documents.
Reformation – CEVA
4.5 CEVA shall check whether the received Goods conform with the number shown on the accompanying documents and shall note every deviation on the accompanying documents. CEVA shall not be required to open any boxes, packaging, etc. in order to check whether the contents are in conformity with the specified quantity and/or quality unless otherwise agreed between CUSTOMER and CEVA.
4.6 If the Goods are visibly damaged when they are delivered to CEVA, CEVA shall as soon as reasonably possible, but in all cases no later than three (3) days from initial receipt and subsequent identification of the damage, inform CUSTOMER of such visible damage. Failure to notify in an appropriate and/or timely fashion in respect to damage or defects which are not immediately visible will not give CUSTOMER any cause of action against CEVA.
4.7 Unless agreed otherwise in this LSA, CEVA is free to decide where storage facilities should be located within CEVA’s storage location in The Hague, but undertakes to ensure that Goods are stored in areas suitable for this purpose and that service levels are met. Any change of storage facilities shall be notified and must be agreed in writing to CUSTOMER upfront.
4.8 Only with the prior approval of CEVA, may CUSTOMER, at an agreed time during normal operating hours, and subject to any reasonable conditions stipulated by CEVA (e.g., CEVA house rules, accompanied by an employee of CEVA), gain access to the Premises where the Goods are stored. CEVA shall comply with any reasonable request for assistance of CUSTOMER in relation to operational audits related to stock audits and/or Sarbanes-Oxley compliance audits, provided that CUSTOMER gives CEVA timely notification. Any costs of such audits shall be borne by CUSTOMER. For the avoidance of doubt, this does not include operational cycle counts that CEVA must conduct as specified in Attachment 1a Storage Levels.
Reformation – CEVA
4.9 If CUSTOMER requires CEVA to manage stock and provides CEVA with a computer system for this purpose, CEVA has the right, but not the obligation, to check this system (or have it checked). CUSTOMER shall, at its expense, provide necessary system support. CUSTOMER gives CEVA all rights to use the computer system for the performance of the Services, guarantees the proper operation of the system and indemnifies and will hold CEVA harmless against any claims, which may arise in connection to the use of such system, unless such claims are caused by negligent actions, inactions or deeds by CEVA employees or CEVA’s subcontractors or representatives.
4.10 If there is any discrepancy between CEVA’s data and CUSTOMER’ s data in respect to the stock held by CEVA, CEVA’s data will be considered to be correct unless CUSTOMER can provide reasonable basis to the contrary.
4.10 The procedure to be followed to calculate key performance indicators (“**KPI’s**”) for the Services performed by CEVA shall be laid down in **Attachment 3** of this LSA.
4.11 CEVA’s policy prohibits directly or indirectly engaging in or facilitating activities and transactions with Iran, Cuba, Syria, and North Korea (“Sanctioned Countries”). The prohibited activities include shipping and warehousing activities such as labelling, picking, packing, and loading goods that are shipped to or from Sanctioned Countries. CUSTOMER agrees that the Services do not obligate CEVA or its Affiliates to perform any transactions related to Sanctioned Countries, and agrees that it will not request or cause CEVA or its Affiliates to perform any such transactions. CEVA shall have the right to reject any request for service, new service, or change in scope which include such prohibited activities.
**ARTICLE 5
/ LIABILITY**
**GENERAL – APPLICABLE TO ALL SERVICES**
5.1 Subject to this article 5, each party shall be liable to the other party for any actual direct damages incurred by the non-breaching party as a result of the breaching party’s failure to perform its obligations under this LSA.
Reformation – CEVA
5.2 CEVA shall have no liability for any partial or total loss of or damage or delay to any Goods which are not in its custody at the time such loss, damage or delay occurs.
5.3 In no event shall CEVA be liable for any loss of business, interruption of business, lost profits or goodwill, or other indirect, special, incidental, exemplary or consequential damages of any kind arising out of this LSA, even if they have been advised of the possibility of such damages and whether they had any knowledge that such damage might be incurred, and notwithstanding any failure of essential purpose of any limited remedy.
5.4 Any general liability of CEVA shall be limited to an amount equal to Euro [\*\*\*] (in words: [\*\*\*] Euro) per event or series of events with one and the same cause of damage. CEVA’s total annual liability under this LSA shall not exceed [\*\*\*] (in words: [\*\*\*] Euro) unless the liability results from gross negligence or wilful misconduct of CEVA.
5.5 CUSTOMER indemnifies, defends and hold harmless CEVA from and against any and all claims arising directly out of, under, or in connection with any third-party claim for damage to tangible property or personal injury or death to the extent that it arises directly out of a negligent and/or wilful act or omission of CUSTOMER, its agents, its customers or any of its respective employees. CUSTOMER’s obligation to defend such claim shall arise in the event that such a claim alleges a negligent and/or wilful act or omission of CUSTOMER.
5.6 CEVA indemnifies, defends and hold harmless CUSTOMER from and against any and all claims arising directly out of, under, or in connection with any third-party claim for damage to tangible property or personal injury or death to the extent that it arises directly out of a negligent and/or wilful act or omission of CEVA, its agents, its customers or any of its respective employees. CEVA’s obligation to defend such claim shall arise in the event that such a claim alleges a negligent and/or wilful act or omission of CEVA.
**WAREHOUSING**
5.7 CEVA shall not be liable for any partial or total loss of or damage to or delay in delivery of any Goods or property or any other loss suffered by CUSTOMER unless such loss, damage or delay was caused by the negligence and/or a wilful act of CEVA employees, or CEVA subcontractors or representatives in performing the Services.
Reformation – CEVA
5.8 CEVA shall not be liable for any partial or total loss, damage, deficiency or delay or failure in performing or providing the Services, caused or contributed to by any of the following:
(i) any inherent vice or quality of the Goods themselves or any leakage, loss of weight or measure of the Goods;
(ii) Force Majeure as described in article 7.1 of this LSA;
(iii) late receipt of customs entries or landing orders, disputes in respect of documents or declarations made for entry purposes by or on behalf of any importer, delay in passing customs entries or obtaining customs clearance of goods, or omission of information from or a misstatement relating to the Goods, provided that these circumstances are beyond reasonable control of CEVA; or
(ii) any material act or omission of CUSTOMER, its servants, agents, customers, suppliers, contractors.
(iv) If CEVA, subject to the other provisions of this article 5, is liable to CUSTOMER, then CEVA’s liability for any loss or damage of the Goods relating to the warehousing Services shall never exceed, unless caused by CEVA’s wilful misconduct or gross negligence an amount equal to Euro [\*\*\*] (in words: [\*\*\*]) per kilogram damaged, lost, stolen or delayed gross weight, with a maximum of Euro [\*\*\*] (in words: [\*\*\*]) per Unit (in each case including all its contents). For the avoidance of any doubt, a Unit shall mean any container or any similar article used to consolidate Goods and any equipment thereof or connected thereto.
5.9 On a yearly basis, CEVA will create a report which describes the total Value of any unaccountable or concealed stock losses or damages or concealed shortages of Goods on a net basis (i.e. after accounting for gains, shortages and crossovers) identified as a result of stock checks. For the purposes of this section, “Value” shall mean the Customer’s landed cost of the products received by CEVA. CEVA shall not be liable for any partial or total loss of or damage to any Goods or property or any other loss suffered by CUSTOMER to the extent that this is contemplated in the shrinkage allowance, which shall be 0.96% of annual Value shipped by CEVA.
Reformation – CEVA
5.10 For the avoidance of doubt, in the event CEVA is liable to CUSTOMER due to CEVA’s wilful misconduct or gross negligence, the liability will equal the total Value of any unaccounted or concealed stock losses or damages or concealed shortages of Goods on a net basis (i.e. after accounting for gains, shortages and crossovers) and not be subject to any liability cap. In addition, the shrinkage allowance in clause 5.9 shall not be applicable for such an event. For the purposes of this section, “Value” shall mean the Customer’s landed cost of the products received by CEVA.
5.11 CEVA shall use all reasonable endeavours to rectify delay or failure in the performance of the warehousing Services. CEVA’s liability for such delay or failure shall in no event exceed the charges paid by CUSTOMER for the relevant part of the warehousing Service involved.
5.12 Upon CEVA’s first request, CUSTOMER shall indemnify CEVA against any and all claims of third parties in connection with the Goods (regardless of how caused and including claims by any insurers), including but in no way limited to any product liability claims. Such claims are at the risk and for the account of CUSTOMER.
5.13 CEVA’s employees, or independent contractors brought in by CEVA for the implementation of this LSA, can invoke all means of defence afforded by this LSA as if they themselves were party thereto.
5.14 CEVA shall at all times during the Term comply with its own Business Conduct Policies which are substantially the same as CUSTOMER’s Sustainable Partners Guide attached hereto as Attachment 6.
5.15 During the Term, CEVA shall maintain in full force and effect the insurance coverages for its liability arising from this Agreement and any applicable laws. CEVA shall provide proof of its insurance coverage upon CUSTOMER’s request. CEVA shall maintain these insurance policies for the duration of the Agreement and any relevant period after termination of the agreement. In the event of material changes or expiry of the relevant policies, CEVA will provide timely notice to CUSTOMER.
Reformation – CEVA
**ARTICLE 6
/ TERM**
6.1 This LSA shall commence on the Effective Date and shall continue for 5 years after GO-LIVE Date.
6.2 If after the expiry of the period referred to in the preceding paragraph the LSA will not be renewed by mutual written agreement the terminating party will use best efforts to inform the other party 6 (six) months prior to the end date to ensure a smooth transition of the services.
**ARTICLE 7
/ FORCE MAJEURE**
7.1 Force majeure means every occurrence or circumstance that prevents or obstructs the performance of the obligations of CEVA or CUSTOMER if such an occurrence or circumstance can reasonably be said to be beyond their control and the non-performance could not have been prevented by reasonable precautions.
7.2 Neither party shall be liable for non-performance of the part of its obligations affected by force majeure, although it should be noted that if either party is affected by force majeure, the obligation of CUSTOMER to make payment for warehousing services to CEVA will under no circumstances be suspended in so far as the payment of fixed costs is concerned. Fixed costs include the costs of the tenancy of buildings, assets, fixed personnel costs, insurance, interest and other costs relating to this LSA which CEVA cannot avoid continuing to incur.
7.3 If a party is, or anticipates that it will be, unable to perform an obligation under this LSA due to the occurrence of an event of force majeure, it must provide the other with written notice providing details of the event of force majeure (“**the Force Majeure Notice**”) as soon as is reasonably practicable but in no event later than ten (10) business days of becoming aware of the relevant event of force majeure.
7.4 In case of a force majeure situation parties shall meet to discuss in good faith possible temporary solutions and workarounds during the force majeure situation in order to minimise the adverse effects for the Services caused by the force majeure situation. If the force majeure has lasted for 60 (sixty) consecutive days after the date the Force Majeure Notice is received by the other party, either party may terminate with immediate effect all or part of this LSA by giving written notice to the other party. In the event of Force Majeure, CUSTOMER is not entitled to any set off or compensation unless Services have been suspended as a result of such Force Majeure event.
Reformation – CEVA
**ARTICLE 8
/ TERMINATION AND CONSEQUENCES OF TERMINATION**
8.1 Subject to any other provision in this LSA, if either of the parties fails to perform its obligations under this LSA, the other party shall immediately inform the defaulting party of this in writing, and provide a detailed description of the (alleged) failure. The defaulting party undertakes to correct the failure within thirty (30) days. If the defaulting party does not succeed in correcting the failure within thirty (30) days, the other party shall be entitled to terminate this LSA with immediate effect upon written notice, provided that the breach is of such importance it prevents the continuation of this LSA and that the failure is not subject to the Force Majeure provision.
8.2 Notwithstanding the foregoing, CUSTOMER may terminate this Service Agreement in case CEVAs attributable performance of the Outbound Direct to Consumer KPI (KPI #“Topic 2”) specified in Attachment 3 is 10% or more below the minimum agreed level when measured over a period of three (3) consecutive months. In the event of such non-performance, CEVA and Customer senior Management will meet within a period of ten (10) days to discuss the non-performance (Discussion period). If at this meeting no action points have been agreed to the satisfaction of Customer, Customer is entitled to terminate the Service Agreement with a written notice of six (6) months. Customer can exercise this right within two (2) weeks after the end of the Discussion Period.
8.3 Notwithstanding the foregoing, CUSTOMER may terminate this Service Agreement in case CEVA’s attributable performance of the Inventory Accuracy KPI (KPI # “Topic 5”) specified in Attachment 3 is below a 95% performance level when measured over a period of three (3) consecutive months. In the event of such non-performance, CEVA and Customer senior Management will meet within a period of ten (10) days to discuss the non-performance (Discussion period). If at this meeting no action points have been agreed to the satisfaction of Customer, Customer is entitled to terminate the Service Agreement with a written notice of six (6) months. Customer can exercise this right within two (2) weeks after the end of the Discussion Period. For clarity, this breach term will act independently of the breach term described in 8.2.
Reformation – CEVA
8.4 Subject to any other provision in this LSA, and notwithstanding the term of this LSA, each of the parties may terminate this LSA with immediate effect upon written notice if one of the following circumstances occurs:
8.4.1 if the other party is declared insolvent or if the other party files its own bankruptcy;
8.4.2 if the other party is granted a suspension of payments (provisional or otherwise) and/or an administrator is appointed to manage all or part of its assets;
8.4.3 if the other party enters into a composition or agreement with important creditors.
8.5 CEVA may terminate this LSA by providing CUSTOMER on fourteen (14) days written notice in the event at the date of such notice CEVA has delivered invoices relating in the aggregate to 2 (two) months’ performance of the Services which remain overdue and unpaid by CUSTOMER or the arrears amount\_\_\_\_ of\_\_\_ [\*\*\*] Euro, provided only that such defect remains uncured after 14 days of receipt of written notice or alternatively CUSTOMER does not provide adequate security to CEVA’s satisfaction.
8.6 CUSTOMER shall have the right to terminate the agreement (break option) between the [\*\*\*] by providing six (6) months advance notice of the effective date of termination. The exercise of this break option is subject to the payment of the Termination Fee as specified in **Attachment 2a2b**.
8.7 The rights of CEVA to such sums is without prejudice to any additional or other rights which may be available to CEVA on termination.
8.8 Upon termination of the LSA all outstanding invoices of CEVA shall become due immediately. CUSTOMER undertakes to pay for all Services yet to be invoiced by CEVA immediately upon receipt of the invoice provided that CEVA can show to have provided said Services (afterwards).
Reformation – CEVA
8.9 Upon termination of the LSA, the parties shall agree how the Goods still in the possession of CEVA will be transferred to CUSTOMER. Transfer shall take place only after payment by CUSTOMER of all undisputed outstanding monies owing by it to CEVA, such as outstanding invoices, the estimated costs of keeping and returning the remaining stock and any other costs related to the termination of this LSA
8.10 In the event of termination of this LSA all rights of CUSTOMER to use any software provided by CEVA in connection with the Services shall cease immediately. CUSTOMER shall immediately return to CEVA all copies of such software in its possession or upon CEVA’s instructions, arrange for the destruction thereof.
8.11 The respective rights and obligations of the parties contained in articles 5 (‘Liability’), 8 (‘Termination and Consequences of Termination’), 11 (‘Confidentiality’), and 14 (‘Miscellaneous’) of this LSA will survive any termination of this LSA.
**ARTICLE 9
/ INTELLECTUAL PROPERTY and INFORMATION SYSTEMS**
9.1 Neither party grants any license to the other except as specifically set forth in this LSA, and both parties expressly reserve all of their right, title and interest in their respective intellectual property rights.
9.2 In the case that parties under this collaborate in any development resulting in any new intellectual property, parties shall on a case-by-case basis agree on the division of the ownership of such intellectual property in writing in advance. Information flow between computer systems used by the parties, description of functions of the systems, interfaces developed or to be developed, and document flow chart for computer communication shall be specified in writing.
9.3 Interfaces developed or to be developed between computer systems used by the parties are part of the service level expected from CEVA and will be subject to additional charges as per the rates set forth in **Attachment 2a2b** of this LSA.
Reformation – CEVA
9.4 If the computer communication cannot be executed in the manner specified herein or if the computer system is out of operation for any reason, then parties shall agree on an alternative information flow. CEVA shall be responsible for having a disaster recovery plan in place.
9.5 CEVA will regularly make a backup of its database in case of problems.
**ARTICLE 10
/ CUSTOMS**
10.1 Subject to the provisions described in **Attachment 1b** of this LSA, CEVA shall arrange for customs clearance of the relevant Goods and shall pay on behalf of CUSTOMER all costs, duties and taxes relating to such clearance, provided always that CUSTOMER provides at CEVA’s first request sufficient security in the form of a deposit or bank guarantee or any such other form of security which CEVA deems appropriate. CEVA shall undertake all such activities for the account of and at the risk of CUSTOMER and shall act as the customs agent of CUSTOMER specifically for the purpose of those activities.
10.2 CUSTOMER will do everything that can be reasonably expected to assist CEVA in obtaining the status of customs agent, for the above purpose including giving CEVA an irrevocable power of attorney to do all things necessary in this regard and shall pay CEVA, on request, all costs incurred in connection with this.
**ARTICLE 11
/ CONFIDENTIALITY**
11.1 Each party agrees that, in respect of any Confidential Information belonging to the other party, it will:
11.1.1 not disclose the Confidential Information to any person for the term and a period of 2 (two) years thereafter unless required to do so by law or expressly so authorised by the other party, except to its employees, consultants, advisors and financial institutions, provided that such employees, consultants, advisors and financial institution have the reasonable need to know this Confidential Information and are bound by the same confidentiality obligation; and;
Reformation – CEVA
11.1.2 deliver to the other party all Confidential Information belonging to that party, immediately upon termination of the LSA, together with any photocopies of that confidential information.
11.2 Confidential information shall not include information which:
11.2.1 is or becomes generally available to the public without breach of any express or implied obligation of confidentiality of the receiving party or third parties;
11.2.2 the receiving party can reasonably prove it was known to it prior to the earliest date of disclosures by the disclosing party; or
11.2.3 information which is independently developed by one party or becomes available to that party on a non-confidential basis from a source other than the other party, provided that the foregoing occurs without breach of any express or implied obligation of confidentiality.
11.3 The parties will require the same obligations as are contained in this article from their employees, ancillary persons and advisors and subcontractors.
Reformation – CEVA
**ARTICLE 12
/ GOVERNANCE**
12.1 The parties have agreed to conduct regular meetings as described in **Attachment 5** to this LSA in order to monitor the performance of the Services and other issues arising under this LSA. Each party will appoint persons to fulfil the functions set out in the governance attachment. CEVA and CUSTOMER shall meet in accordance with the timetable set out in the Governance attachment.
12.2 The parties shall refer any dispute which arises under or in relation to this LSA in the first to the functions specified in **Attachment 5** to this LSA. The obligations of either party hereunder shall not be affected by the reference of any dispute to the procedure set out in this article 12. The functions shall use their commercially reasonable endeavours to resolve disputes arising out of this LSA.
12.3 If any dispute referred to the persons in article 12.1 above is not resolved within 14 (fourteen) calendar days of such reference then either party, by notice in writing to the other, may refer the dispute to the more senior management level who shall cooperate in good faith to resolve the dispute as amicably as possible within 21 (twenty-one) calendar days of service of such notice. If these officers fail to resolve the dispute in the allotted time, then the dispute resolution procedure shall be deemed exhausted.
**ARTICLE 13
/ CHANGES TO THIS LSA**
No amendment to this LSA, or any updates of any
of the Attachments to this LSA following the change request procedure, shall be effective unless made in writing and signed on behalf
of the parties, such amendment or update to be negotiated in good faith.
**ARTICLE 14
/ MISCELLANEOUS**
14.1 Time Limits
1. All contract claims by either Party relating to the Agreement are barred after eighteen (18) months from the date that the claim
arose.
Reformation – CEVA
2. The time periods referred to in Paragraph 1 will in case of general or partial loss, damage, delay or Stock discrepancy commence
on the first of the following days:
a. the day on which the Goods have or
should have been delivered by CEVA;
b. the day on which CEVA or CUSTOMER has
reported the loss, damage or existence of the Stock discrepancy to the other Party.
3. If CEVA or CUSTOMER is held liable by third parties, including a government authority, the time periods referred to in Paragraph 1
will commence on the first of the following days:
a. the day on which CEVA or CUSTOMER is
held liable by the third party;
b. the day on which CEVA or CUSTOMER has
fulfilled the claim brought against it.
4. If CEVA or CUSTOMER has objected or appealed against the claim, the time periods referred to in Paragraphs 1 and 2 will commence
on the day after the day on which decision on the objection and/or appeal has become irrevocable.
5. For all other claims, the time periods referred to in Paragraph 1 will commence on the day on which they fall due.
6. The time periods referred to in Paragraph for all claims relating to the Agreement in any event commence on the day following the
day on which the agreement between the parties has ended.
14.2 Obligation of Good Faith
The parties agree to act in all respects
in the utmost good faith.
14.3 Employee Poaching
During the subsistence of this LSA and
for a period of twelve (12) months thereafter, neither party shall offer employment to any key personnel of the other party employed in
connection with performance of the Services other than with the express and prior written agreement of the other party.
Reformation – CEVA
14.4 Non-Waiver
No failure to exercise and no delay
in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any
right, power or privilege preclude any other or further exercise thereof or the exercise of any other right power or privilege. The rights
and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
14.5 Notices
Except otherwise indicated in this LSA,
all notices, waivers and other communication to be given under this LSA shall be done in writing and in the English language and delivered
by hand or sent by registered mail, express courier, fax or e-mail to the appropriate addresses and fax numbers set out below, or to such
addresses and fax numbers as a party may notify to the other party from time to time.
A notice shall be effective upon receipt
and shall be deemed to have been received at the time of delivery, if delivered by hand, registered mail or express courier, or at the
time of successful transmission, if delivered by fax or e-mail:
The information of the parties as mentioned
in this article are:
CEVA Logistics Netherlands B.V.
Attn. of Vice-President Operations
Hogeweg 39
5301 LJ Zaltbommel
The Netherlands
Copy marked to the attention of: Legal
Department.
CUSTOMER
LYMI Inc. d/b/a Reformation
Attn: [***]
2263 E. Vernon Ave.
Vernon, CA 90058
U.S.A.
Copy marked to the attention of: Legal
Department.
Reformation – CEVA
14.6 Assignment
Neither party may transfer its obligations
under this LSA to any third party without the prior written consent of the other party, which shall not be unreasonably withheld, provided
that either party may assign its rights and obligations hereunder to another entity within its group of companies. CEVA is entitled to
transfer its trade receivables to a financial institution without notification or consent.
14.7 Permitted Transfer
Notwithstanding anything to the contrary
herein, provided that CUSTOMER is not then in default beyond any applicable notice and cure period, upon advance written notice to CEVA,
CUSTOMER may assign this Agreement (a “Permitted Transfer”) without CEVA’s consent to any of the following (a “Permitted
Transferee”): (i) any successor corporation or other entity resulting from a merger, consolidation or reorganization (other
than in a bankruptcy context) of CUSTOMER’s business; (ii) any purchaser of all or substantially all of CUSTOMER’s assets;
or (iii) to any entity which controls, is controlled by, or is under common control with CUSTOMER (“control” meaning,
with respect to a corporation, the right to exercise, directly or indirectly, more than 51% of the voting rights attributable to the shares
of the controlled corporation); provided, however, in the case of (i) through (iii) above, the Permitted Transferee must have
a tangible net worth at least as favourable as that of Tenant as of the Effective Date, or immediately prior to the transfer, whichever
is greater.
14.8 No Partnership
This LSA does not constitute a partnership
or joint venture between the parties.
Reformation – CEVA
14.9 Entry into Agreement
Each party acknowledges that, in entering
into this LSA, it does not do so on the basis of or rely on any representation, warranty or other provision except as expressly provided
in this LSA, and accordingly all conditions, warranties or other terms implied by law are hereby excluded to the fullest extent permitted
by law. For the avoidance of doubt, nothing in this article shall operate to exclude any party’s liability for fraudulent misrepresentation.
14.10 Publicity
Save as otherwise required by law or
by any recognised stock exchange, no press or other statement shall be made in connection with this LSA unless previously approved in
writing by the other party.
14.11 Governing Law and Dispute Resolution
This LSA and all legal relationships
arising out of or related to this LSA including the Attachments shall be governed by and construed in accordance with Dutch law, The United
Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and the Parties hereby submit to
the exclusive jurisdiction of the competent courts in Utrecht, the Netherlands.
Reformation – CEVA
**IN
WITNESS WHEREOF**, the parties to this LSA have executed the same on the Effective Date,
For and on behalf of, For and on behalf of,
**CEVA Logistics Netherlands B.V.** **LYMI Inc. d/b/a Reformation**
By: /s/ Willen Veekens By: /s/ Ivan Tchakarov
Name: Willem Veekens Name: Ivan Tchakarov
Title: Managing director Title: Chief Operating Officer
By: /s/ Bouke Laskewitz By: /s/ Jennifer MacLellan
Name: Bouke Laskewitz Name: Jennifer MacLellan
Title: Director Title: Chief Financial Officer
**Attachments****:**
**Attachment 1a:** Services and Assumptions – Warehouse services
**Attachment 1b:** Services and Assumptions – Customs services
**Attachment 2a2b:** Charges – Warehouse services Charges & Customs services Charges
**Attachment 3:** Service Levels & KPI’s
**Attachment 4:** Change Request Procedure
**Attachment 5:** Governance
**Attachment 6:** Sustainable Partners Guide
**Attachment 7:** Deed of Pledge
Reformation – CEVA
**Attachment 1a**
Services and Assumptions – Warehouse services
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 1b**
Services and Assumptions – Customs services
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 2a2b**
Charges – Warehouse services Charges &
Customs services Charges
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 3**
Service Levels & KPI’s
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 4**
Change
Request Procedure
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 5**
Governance
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 6**
Sustainable Partners Guide
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
**Attachment 7**
Deed of Pledge
**[INTENTIONALLY OMITTED]**
Reformation – CEVA
---
## EXHIBIT 23.1
SEC source: [tm2513004d11_ex23-1.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d11_ex23-1.htm)
**Exhibit 23.1**
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the use in this Registration
Statement on Form S-1 of Reformation Inc. of our report dated March 27, 2026, except for the effects of the stock split discussed in Note
19 to the consolidated financial statements, as to which the date is July 13, 2026, relating to the financial statements of Reformation
Inc. (formerly known as REF Topco, Inc.), which appears in this Registration Statement. We also consent to the reference to us under the
heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
July 19, 2026
---
## EX-FILING FEES
SEC source: [tm2513004d10_ex-filingfees.htm](https://www.sec.gov/Archives/edgar/data/1787117/000110465926084856/tm2513004d10_ex-filingfees.htm)
- **Calculation of Filing Fee Tables**
- **S-1**
- **Reformation Inc.**
**Table 1: Newly Registered and Carry Forward Securities** ☐Not Applicable
| Line item | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Newly Registered Securities | | | | | | | | | | | | |
| Fees to be Paid | Equity | Common stock, $0.0001 par value per share | 457(a) | 10,289,523 | $ 17.00 | $ 174,921,891.00 | 0.0001381 | $ 24,156.71 | | | | |
| Fees Previously Paid | Equity | Common stock, $0.0001 par value per share | 457(a) | 5,882,352 | $ 17.00 | $ 99,999,984.00 | | $ 13,810.00 | | | | |
| Carry Forward Securities | | | | | | | | | | | | |
| Carry Forward Securities | | | | | | | | | | | | |
| | | Total Offering Amounts: | | | | $ 274,921,875.00 | | $ 37,966.71 | | | | |
| | | Total Fees Previously Paid: | | | | | | $ 13,810.00 | | | | |
| | | Total Fee Offsets: | | | | | | $ 0.00 | | | | |
| | | Net Fee Due: | | | | | | $ 24,156.71 | | | | |
**Offering Note**
| 1 | 1a. Includes 2,109,375 additional shares that the underwriters have the option to purchase to cover over-allotments, if any. 1b. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any. |
| --- | --- |
| 2 | 2a. The Registrant previously paid a registration fee of $13,810.00 in connection with initial filing of the Registration Statement on Form S-1 on June 25, 2026. 2b. This Maximum Aggregate Offering Price was originally registered under 457(o) and is now converted to 457(a). |
**Table 2: Fee Offset Claims and Sources** ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
**Rules 457(b) and 0-11(a)(2)**
Fee Offset Claims
Fee Offset Sources
**Rule 457(p)**
Fee Offset Claims
Fee Offset Sources
**Table 3: Combined Prospectuses** ☑Not Applicable
**Security Type** **Security Class Title** **Amount of Securities Previously Registered** **Maximum Aggregate Offering Price of Securities Previously Registered** **Form Type** **File Number** **Initial Effective Date**