Exhibit 10.3


 


Execution
Version


 


CREDIT AND GUARANTY AGREEMENT


 


dated
as of November 15, 2018


 


among


 


WAITR INC.,


as Borrower


 


WAITR INTERMEDIATE
HOLDINGS, LLC


as Holdings


 


CERTAIN SUBSIDIARIES OF WAITR INC.,


as Guarantors,


 


VARIOUS LENDERS,


 


and 


 


LUXOR CAPITAL GROUP, LP


as Administrative
Agent, Collateral Agent, and Lead Arranger


 


 



 


$25,000,000 Senior Secured Credit Facilities


 


 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	section 1.	DEFINITIONS AND INTERPRETATION	1
	1.1.	Definitions	1
	1.2.	Accounting Terms	20
	1.3.	Interpretation, etc	21
	1.4.	Certifications	21
	 	 	 
	section 2.	LOANS	21
	2.1.	Term Loan	21
	2.2.	Pro Rata Shares	22
	2.3.	Use of Proceeds	22
	2.4.	Evidence of Debt; Register; Lenders’ Books and Records; Notes	22
	2.5.	Interest on Term Loan	23
	2.6.	Default Interest	23
	2.7.	Fees	23
	2.8.	Voluntary Prepayments	24
	2.9.	Mandatory Prepayments/Commitment Reductions	24
	2.10.	Application of Prepayments/Reductions	26
	2.11.	General Provisions Regarding Payments	26
	2.12.	Ratable Sharing	28
	2.13.	Increased Costs; Capital Adequacy	28
	2.14.	Taxes; Withholding, etc	29
	2.15.	Obligation to Mitigate	31
	2.16.	Removal or Replacement of a Lender	32
	 	 	 
	section 3.	CONDITIONS PRECEDENT	32
	3.1.	Closing Date	32
	3.2.	Conditions Subsequent to the Closing Date	35
	 	 	 
	section 4.	REPRESENTATIONS AND WARRANTIES	36
	4.1.	Organization; Requisite Power and Authority; Qualification	36
	4.2.	Capital Stock and Ownership	36
	4.3.	Due Authorization	36
	4.4.	No Conflict	36
	4.5.	Governmental Consents	36
	4.6.	Binding Obligation	37
	4.7.	Historical Financial Statements	37
	4.8.	Projections	37
	4.9.	No Material Adverse Change	37
	4.10.	Security Interest in Collateral	37
	4.11.	Adverse Proceedings, etc	38
	4.12.	Payment of Taxes	38
	4.13.	Properties	38
	4.14.	Environmental Matters	38
	4.15.	No Defaults	39
	4.16.	Material Contracts	39



 



     


     


    

 


	4.17.	Governmental Regulation	39
	4.18.	Margin Stock	39
	4.19.	Employee Matters	39
	4.20.	Employee Benefit Plans	40
	4.21.	Certain Fees	40
	4.22.	Solvency	40
	4.23.	[Reserved]	40
	4.24.	Compliance with Statutes, etc	40
	4.25.	Disclosure	41
	4.26.	Intellectual Property	41
	4.27.	Deposit Accounts and Other Accounts	41
	4.28.	Foreign Assets Control Regulations; Anti-Money Laundering; Anti-Corruption Practices	41
	 	 	 
	section 5.	AFFIRMATIVE COVENANTS	42
	5.1.	Financial Statements and Other Reports	42
	5.2.	Existence	45
	5.3.	Payment of Taxes and Claims	45
	5.4.	Maintenance of Properties	45
	5.5.	Insurance	45
	5.6.	Inspections	46
	5.7.	Lenders Meetings	46
	5.8.	Compliance with Laws	46
	5.9.	Environmental	46
	5.10.	Subsidiaries	47
	5.11.	Additional Material Real Estate Assets	47
	5.12.	Landlord Collateral Access Agreements	48
	5.13.	Further Assurances	49
	5.14.	Miscellaneous Business Covenants	49
	5.15.	Post-Closing Matters	49
	 	 	 
	section 6.	NEGATIVE COVENANTS	49
	6.1.	Indebtedness	49
	6.2.	Liens	51
	6.3.	[Reserved]	52
	6.4.	No Further Negative Pledges	52
	6.5.	Restricted Payments	53
	6.6.	Restrictions on Subsidiary Distributions	53
	6.7.	Investments	54
	6.8.	OFAC; USA Patriot Act; Anti-Corruption Laws	54
	6.9.	Fundamental Changes; Disposition of Assets; Acquisitions	55
	6.10.	Disposal of Subsidiary Interests	56
	6.11.	Sales and Lease-Backs	56
	6.12.	Transactions with Affiliates	56
	6.13.	Conduct of Business	57
	6.14.	Permitted Activities of Holdings	57
	6.15.	[Reserved].	57
	6.16.	Amendments or Waivers with Respect to Subordinated Indebtedness	57
	6.17.	Fiscal Year	57



 



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	6.18.	Deposit Accounts and Other Accounts	58
	6.19.	Amendments to Organizational Agreements and Material Contracts	58
	6.20.	Prepayments of Subordinated Indebtedness	58
	6.21.	Minimum Liquidity Covenant	58
	 	 	 
	section 7.	GUARANTY	58
	7.1.	Guaranty of the Obligations	58
	7.2.	Contribution by Guarantors	58
	7.3.	Payment by Guarantors	59
	7.4.	Liability of Guarantors Absolute	59
	7.5.	Waivers by Guarantors	61
	7.6.	Guarantors’ Rights of Subrogation, Contribution, etc	61
	7.7.	Subordination of Other Obligations	62
	7.8.	Continuing Guaranty	62
	7.9.	Authority of Guarantors or Borrower	62
	7.10.	Financial Condition of Borrower	62
	7.11.	Bankruptcy, etc	62
	7.12.	Discharge of Guaranty Upon Sale of Guarantor	63
	 	 	 
	section 8.	EVENTS OF DEFAULT	63
	8.1.	Events of Default	63
	 	 	 
	section 9.	AGENTS	65
	9.1.	Appointment of Agents	65
	9.2.	Powers and Duties	66
	9.3.	General Immunity	66
	9.4.	Agents Entitled to Act as Lender	67
	9.5.	Lenders’ Representations, Warranties and Acknowledgment	67
	9.6.	Right to Indemnity	67
	9.7.	Successor Administrative Agent and Collateral Agent	68
	9.8.	Collateral Documents and Guaranty	68
	9.9.	Certain ERISA Matters	69
	 	 	 
	section 10.	MISCELLANEOUS	70
	10.1.	Notices	70
	10.2.	Expenses	71
	10.3.	Indemnity	71
	10.4.	Set Off	72
	10.5.	Amendments and Waivers	72
	10.6.	Successors and Assigns; Participations	73
	10.7.	Independence of Covenants	76
	10.8.	Survival of Representations, Warranties and Agreements	76
	10.9.	No Waiver; Remedies Cumulative	76
	10.10.	Marshalling; Payments Set Aside	76
	10.11.	Severability	76
	10.12.	Obligations Several; Actions in Concert	77
	10.13.	Headings	77
	10.14.	APPLICABLE LAW	77



 



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	10.15.	CONSENT TO JURISDICTION	77
	10.16.	WAIVER OF JURY TRIAL	78
	10.17.	Confidentiality	79
	10.18.	Usury Savings Clause	79
	10.19.	Counterparts	80
	10.20.	Effectiveness	80
	10.21.	Patriot Act	80
	10.22.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	80


 


	APPENDICES:	A	Term Loan Commitments
	 	B	Notice Addresses
	 	 	 
	SCHEDULES:	4.1	Jurisdictions of Organization and Qualification
	 	4.2	Capital Stock and Ownership
	 	4.11	Adverse Proceedings
	 	4.13	Real Estate Assets
	 	4.26	Intellectual Property
	 	4.27	Deposit Accounts and Other Accounts
	 	5.15	Certain Post Closing Matters
	 	6.1	Certain Indebtedness
	 	6.2	Certain Liens
	 	6.7	Certain Investments
	 	6.12	Certain Affiliate Transactions
	 	 	 
	EXHIBITS:	A	Funding Notice
	 	B	Note
	 	C	Compliance Certificate
	 	D	Assignment Agreement
	 	E-1	U.S. Tax Compliance Certificate
	 	E-2	U.S. Tax Compliance Certificate
	 	E-3	U.S. Tax Compliance Certificate
	 	E-4	U.S. Tax Compliance Certificate
	 	F	Solvency Certificate
	 	G	Joinder Agreement
	 	H	Pledge and Security Agreement
	 	I	Landlord Collateral Access Agreement




 




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CREDIT AND GUARANTY AGREEMENT


 


This CREDIT AND
GUARANTY AGREEMENT, dated as of November 15, 2018, is entered into by and among WAITR INC., a Delaware corporation (“Borrower”),
WAITR INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and CERTAIN SUBSIDIARIES
OF BORROWER, as Guarantors, the LENDERS party hereto from time to time, and LUXOR CAPITAL GROUP, LP (“Luxor
Capital”), as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in
such capacity, “Collateral Agent”) and Lead Arranger.


 


RECITALS:


 


WHEREAS, capitalized
terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;


 


WHEREAS, Lenders
have agreed to extend a Term Loan to Borrower, in an aggregate principal amount not to exceed $25,000,000, the proceeds of which
will be used (i) to fund a portion of the consideration and to pay fees and expenses in connection with the closing of the Merger
and (ii) to finance the working capital needs and other general corporate purposes of the Borrower (including for Permitted Acquisitions);


 


WHEREAS, Borrower
has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority
Lien on substantially all of its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and
65% of all the Capital Stock of each of its Foreign Subsidiaries; and


 


WHEREAS, Guarantors
have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral
Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge
of all of the Capital Stock of each of their respective Domestic Subsidiaries (including Borrower) and 65% of all the Capital Stock
of each of their respective Foreign Subsidiaries.


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


section
1.        DEFINITIONS AND INTERPRETATION


 


1.1.        Definitions.
The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:


 


“Accounts”
means all “accounts” (as defined in the UCC) of Borrower (or, if referring to another Person, of such Person),
including, without limitation, accounts, accounts receivable, monies due or to become due and obligations in any form (whether
arising in connection with contracts, contract rights, instruments, general intangibles, or chattel paper), in each case whether
arising out of goods sold or services rendered or from any other transaction and whether or not earned by performance, now or hereafter
in existence, and all documents of title or other documents representing any of the foregoing, and all collateral security and
guaranties of any kind, now or hereafter in existence, given by any Person with respect to any of the foregoing.


 


“Administrative
Agent” as defined in the preamble hereto.


 




     


     


    

 


“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 Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.


 


“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 possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.


 


“Agent”
means each of Administrative Agent and Collateral Agent.


 


“Aggregate
Amounts Due” as defined in Section 2.12.


 


“Aggregate
Payments” as defined in Section 7.2.


 


“Agreement”
means this Credit and Guaranty Agreement, dated as of the date first set forth above, as it may be amended, supplemented or otherwise
modified from time to time.


 


“Anti-Corruption
Laws” as defined in Section 4.28(c).


 


“Asset Sale”
means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license or other
disposition to, or any exchange of property with, any Person (other than to or with a Credit Party which is not Holdings), in one
transaction or a series of transactions, of all or any part of any Credit Party’s businesses, assets or properties of any
kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including,
without limitation, the Capital Stock of any Credit Party, other than inventory (or other assets) sold, licensed or leased in the
ordinary course of business. For purposes of clarification, “Asset Sale” shall include (x) the sale or other disposition
for value of any contracts or (y) the early termination or modification of any contract resulting in the receipt by any Credit
Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued
and unpaid amounts due through the date of termination or modification).


 


“Asset Sale
Reinvestment Amounts” has the meaning given to such term in Section 2.9(a).


 


“Assignment
Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments
or modifications as may be approved by Administrative Agent.


 


“Authorized
Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial
officer or treasurer.


 


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


 


“Bail-In Legislation”
means, 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 for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 




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“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or
any successor statute.


 


“Beneficiary”
means each Agent, Lender and Lender Counterparty.


 


“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 Internal Revenue 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 Internal Revenue Code) the assets of any
such “employee benefit plan” or “plan”.


 


“Borrower”
as defined in the preamble hereto.


 


“Business
Day” means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action
to close.


 


“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person (i) as lessee that,
in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person or (ii) as lessee
which is a transaction of a type commonly known as a “synthetic lease” (i.e., a transaction that is treated as an operating
lease for accounting purposes but with respect to which payments of rent are intended to be treated as payments of principal and
interest on a loan for Federal income tax purposes).


 


“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; provided, however, that notwithstanding
anything to the contrary contained herein, for purposes of calculating compliance with the requirements of Sections 3 and 6 hereof
“Cash” shall exclude any amounts that would not be considered “cash” under GAAP.


 


“Cash Equivalents”
means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States Government, or (b) issued by any agency of the United States the obligations of which are backed
by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) 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, a rating of
at least A-1 from S&P or at least P-1 from Moody’s; (iii) 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 or at least P-1 from
Moody’s; (iv) 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 that (a) is at least “adequately capitalized” (as defined in the regulations of its primary
Federal banking regulator), and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v)
shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments
referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable
from either S&P or Moody’s.


 




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“Change of
Control” means the earliest to occur of:


 


(a)          the
acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), 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, but excluding any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator
therefor), other than one or more Permitted Holders, of Capital Stock representing more than the greater of (x) 35% of the total
voting power of all of the outstanding voting stock of Parent and (y) the percentage of the total voting power of all the outstanding
voting stock of Parent owned, directly or indirectly, by the Permitted Holders;


 


(b)          Parent
ceasing to beneficially own 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Holdings;
or


 


(c)          Holdings
ceasing to beneficially own 100% on a fully diluted basis of the economic and voting interest in the Capital Stock of Borrower.


 


“Change of
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) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement; provided that (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in
implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change of Law, regardless of the
date enacted, adopted or issued but solely to the extent the relevant increased costs or loss of yield would have been included
if they had been imposed under applicable increased cost provisions and only to the extent the applicable Lender is requiring reimbursement
therefor from similarly situated borrowers under comparable credit facilities (to the extent such Lender has the right to do so
under its credit facilities with similarly situated borrowers).


 


“Closing Date”
means November 15, 2018.


 


“Collateral”
means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be
granted pursuant to the Collateral Documents as security for the Obligations.


 


“Collateral
Agent” as defined in the preamble hereto.


 


“Collateral
Documents” means the Pledge and Security Agreement, the Intellectual Property Security Agreements, the Mortgages, if
any, the Landlord Collateral Access Agreements, if any, and all other instruments, documents and agreements delivered by any Credit
Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of
Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.


 


“Commitment”
means any Term Loan Commitment.


 




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“Commitment
Letter” means that certain letter agreement and the term sheet attached thereto, dated as of October 2, 2018, by and
among Luxor Capital, Parent and Borrower.


 


“Compliance
Certificate” means a Compliance Certificate substantially in the form of Exhibit C.


 


“Consolidated
Liquidity” means, for any date an amount determined for Borrower and its Subsidiaries on a consolidated basis equal to
the sum of (i) unrestricted Cash of Borrower and its Subsidiaries on hand, plus (ii) unused availability under any revolving credit
facilities of Borrower and its Subsidiaries.


 


“Contractual
Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture,
mortgage, 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.


 


“Contributing
Guarantors” as defined in Section 7.2.


 


“Control Agreement”
means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract,
an agreement, in form and substance reasonably satisfactory to Collateral Agent, among Collateral Agent, the financial institution
or other Person at which such account is maintained or with which such entitlement or contract is carried (if applicable, any holder
of any other Lien, or any representative therefor) and the Credit Party maintaining such account or owning such entitlement or
contract, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such
account to Collateral Agent (and, if applicable, such holder or representative).


 


“Copyrights”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any requirement of Law in or relating
to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations
thereof and all applications in connection therewith.


 


“Credit Document”
means any of this Agreement, the Notes, if any, the Collateral Documents and the Fee Letter, and any other document or instrument
designated by Borrower and the Administrative Agent as a “Credit Document”.


 


“Credit Extension”
means the making of a Term Loan.


 


“Credit Party”
means the Borrower, Holdings and each Guarantor.


 


“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic
or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with
Holdings’ and its Subsidiaries’ operations and not for speculative purposes.


 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default Rate”
means any interest payable pursuant to Section 2.6.


 


“Division/Series
Transaction” means, with respect to the Credit Parties and their Subsidiaries, that any such Person (a) divides into
two or more Persons (whether or not the original Credit Party or Subsidiary thereof survives such division) or (b) creates, or
reorganizes into, one or more series, in each case as contemplated under the laws of any jurisdiction.


 




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“Dollars”
and the sign “$” mean the 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.


 


“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) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being
treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, investment or mutual
fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act)
and which extends credit or buys loans as one of its businesses, and (c) any other Person (other than a natural Person) approved
by Administrative Agent.


 


“Employee
Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored,
maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates.


 


“Environmental
Claim” means any investigation, notice, notice of violation, claim, citation, complaint, action, suit, proceeding, demand,
abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising
(i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous
Material, including the Release, cleanup, remediation, or abatement of, exposure to, or corrective or response action associated
with any Hazardous Material; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety,
natural resources or the environment.


 


“Environmental
Laws” means any and all applicable foreign or domestic, federal or state (or any subdivision of either of them) laws,
including the common law, statutes, ordinances, orders, rules, regulations, directives, judgments, Governmental Authorizations,
or any other requirements of Governmental Authorities relating to (i) the environment; (ii) the generation, use, storage,
transportation, handling, Release, remediation, abatement, cleanup, or disposal of Hazardous Materials; or (iii) human safety
and health, industrial hygiene, or the protection of natural resources.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 




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“ERISA Affiliate”
means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) 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 Internal
Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section
414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or
business described in clause (ii) above is a member.


 


“ERISA Event”
means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued thereunder
with respect to any Pension Plan (excluding those for which the provision for thirty day notice to the PBGC has been waived by
regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to
any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make
by its due date a required installment under Section 430(j) of the Internal Revenue Code with respect to any Pension Plan or the
failure to make any required contribution to a Multiemployer Plan; (iii) 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; (iv) the withdrawal by Holdings, any of its Subsidiaries 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 Holdings,
any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by
the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds
under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on Holdings, any of its Subsidiaries 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; (vii) the withdrawal of Holdings, any of its Subsidiaries 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, or the receipt by Holdings, any of its Subsidiaries or any of
their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on Holdings, any of its Subsidiaries or any of their respective
ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409,
Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material
claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee
Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee
Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the
Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue
Code or pursuant to Section 303(k) of ERISA with respect to any Pension Plan.


 


“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.


 


“Event of
Default” means each of the conditions or events set forth in Section 8.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 




    	 	7	 



     


    

 


“Existing
Indebtedness” means Indebtedness and other obligations outstanding under (a) that certain Loan Agreement dated as of
July 2, 2018 between Target and Stream Financial Services, LLC and the other Lenders (as defined therein) set forth on Schedule
I thereto, as amended prior to the Closing Date, (b) the $1,500,000 convertible loan made to Parent by Fertitta Entertainment,
Inc. and (c) the Waitr Convertible Notes (as defined in the Merger Agreement) to the extent the holders thereof elect to become
Waitr Cashing Out Convertible Notes (as defined in the Merger Agreement).


 


“Facility
Termination Date” means the date on which the Term Loan and all other Obligations under the Credit Documents that Administrative
Agent has theretofore been notified in writing by the holder of such Obligation are then due and payable have been indefeasibly
paid in Cash and satisfied in full (excluding contingent Obligations as to which no claim has been asserted).


 


“Fair Share
Contribution Amount” as defined in Section 7.2.


 


“Fair Share”
as defined in Section 7.2.


 


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


 


“FCPA”
as defined in Section 4.28(c).


 


“Fee Letter”
means the fee letter agreement dated November 15, 2018 between Borrower and Administrative Agent, as may be amended from time to
time.


 


“Financial
Officer Certification” means, with respect to the financial statements for which such certification is required, the
certification of the chief financial officer of Holdings that such financial statements fairly present, in all material respects,
the financial condition of Parent and its Subsidiaries as at the dates indicated and the results of their operations and their
cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.


 


“Financial
Plan” as defined in Section 5.1(i).


 


“First Priority”
means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is
the only Lien to which such Collateral is subject, other than any Permitted Lien.


 


“Fiscal Quarter”
means a fiscal quarter of any Fiscal Year.


 


“Fiscal Year”
means the fiscal year of Parent and its Subsidiaries ending on December 31 of each calendar year.


 


“Flood Hazard
Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Secured
Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 




    	 	8	 



     


    

 


“Funding Date”
means the date on which the Term Loan is made.


 


“Funding Guarantors”
as defined in Section 7.2.


 


“Funding Notice”
means a notice substantially in the form of Exhibit A.


 


“GAAP”
means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting
principles in effect as of the date of determination thereof.


 


“Governmental
Authority” means any federal, state, 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,
judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated
with a state of the United States, the United States, or a foreign entity or government.


 


“Governmental
Authorization” means any permit, license, authorization, plan, directive, exemption, consent order or consent decree
of or from any Governmental Authority.


 


“Grantor”
as defined in the Pledge and Security Agreement.


 


“Guaranteed
Obligations” as defined in Section 7.1.


 


“Guarantor”
means each of Holdings and each Domestic Subsidiary of Holdings (other than Borrower).


 


“Guarantor
Subsidiary” means each Guarantor other than Holdings.


 


“Guaranty”
means the guaranty of each Guarantor set forth in Section 7.


 


“Hazardous
Materials” means any chemical, material, substance, or waste that (i) is defined, classified, or identified as hazardous
or toxic or as a pollutant or contaminant under Environmental Law, including any petroleum or any fraction thereof, asbestos or
asbestos containing material, polychlorinated biphenyls, lead-based paint, and radon; (ii) that is otherwise regulated by or for
which standards of care exist or liability may be imposed under Environmental Law; or (iii) exposure to which is prohibited, limited,
or regulated by any Governmental Authority.


 


“Highest Lawful
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 laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws
now allow.


 


“Historical
Financial Statements” means as of the Closing Date, (i) the audited financial statements of Target and its Subsidiaries,
for the Fiscal Year ended December 31, 2017, consisting of balance sheets and the related consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Year, and (ii) for the interim period from December 31, 2017 to June 30, 2018, unaudited
financial statements of Target and its Subsidiaries, consisting of a balance sheet and the related consolidated statements of income,
stockholders’ equity and cash flows for such interim period, in the case of clauses (i) and (ii), certified by the chief
financial officer of Target that they fairly present, in all material respects, the financial condition of Target and its Subsidiaries
as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject, if applicable,
to changes resulting from audit and normal year-end adjustments.


 




    	 	9	 



     


    

 


“Holdings”
as defined in the preamble hereto.


 


“Increased-Cost
Lenders” as defined in Section 2.16.


 


“Indebtedness”
as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations
with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes
payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv)
any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations
incurred under ERISA and trade payables not more than 90 days past due); (v) all indebtedness secured by any Lien on any property
or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person
or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person
or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business), co making, discounting with recourse or sale with
recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent of which
is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating
thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof;
(ix) any liability of such Person for an obligation otherwise constituting Indebtedness of another Person through any agreement
(contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide
funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions
or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if,
in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is
as described in clause (viii) above; and (x) all obligations of such Person in respect of any exchange traded or over the counter
derivative transaction, including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered into
for hedging or speculative purposes.


 


“Intellectual
Property” means all rights, title and interests in or relating to (a) intellectual property and industrial property arising
under any requirement of law, including all Copyrights, Patents, Software, Trademarks, Internet Domain Names, Trade Secrets, (b)
all IP Ancillary Rights relating thereto and (c) IP Licenses.


 


“Intellectual
Property Security Agreement” means any agreement executed on or after the Closing Date confirming or effecting the grant
by any Credit Party of any Lien on any United States registered Intellectual Property owned by such Credit Party to the Collateral
Agent, for the benefit of the Secured Parties, in accordance with this Agreement, including any of the following: (a) a Trademark
Security Agreement substantially in the form attached as an annex to the Pledge and Security Agreement, (b) a Patent Security Agreement
substantially in the form attached as an annex to the Pledge and Security Agreement or (c) a Copyright Security Agreement substantially
in the form attached as an annex to the Pledge and Security Agreement, in each case, together with any and all supplements or amendments
thereto.


 


“Internet
Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any requirement
of Law in or relating to internet domain names.


 




    	 	10	 



     


    

 


“Indemnified
Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), costs (including the costs of any investigation, study, assessment, sampling,
testing, abatement, cleanup, removal, remediation or other response action associated with any Hazardous Materials), expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection
with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee
shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this
indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules
or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law
or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in
any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby
or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof,
or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the
Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim or liability or obligation that may be imposed
upon, incurred by or asserted against any Indemnitee pursuant to Environmental Law, including those relating to or arising from,
directly or indirectly, any past or present activity, practice, or operation of, or land ownership, lease, operation, or use by
Holdings or any of its Subsidiaries.


 


“Indemnitee”
as defined in Section 10.3.


 


“Indemnitee
Agent Party” as defined in Section 9.6.


 


“Interest
Payment Date” means (a) the last day of each Fiscal Quarter, commencing on the first such date to occur after the Closing
Date, and (b) the final maturity date of the Term Loan.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedging agreement or other similar agreement or arrangement, each of which is (i) for the purpose of hedging the
interest rate exposure associated with Holdings’ and its Subsidiaries’ operations, (ii) approved by Administrative
Agent, and (iii) not for speculative purposes.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter,
and any successor statute.


 


“Investment”
means (i) any direct or indirect purchase or other acquisition by Holdings or any of its Subsidiaries of, or of a beneficial interest
in, any of the Securities of any other Person (other than a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than Holdings or any Guarantor Subsidiary),
of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contributions
by Holdings or any of its Subsidiaries to any other Person (other than Holdings or any Guarantor Subsidiary), including all indebtedness
and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in
the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all
additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect
to such Investment.


 


“IP Ancillary
Rights” means, with respect to any Intellectual Property (of the type described in clauses (a) and (c) of the definition
of Intellectual Property), as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part,
reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and liabilities
at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual
Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation,
dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.


 




    	 	11	 



     


    

 


“IP License”
means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and
interest in or relating to any Intellectual Property of the type described in clause (a) of the definition of Intellectual Property.


 


“Joinder Agreement”
means a Joinder Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.


 


“Joint Venture”
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided,
in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.


 


“Landlord
Collateral Access Agreement” means a Landlord Waiver and Consent Agreement substantially in the form of Exhibit I with
such amendments or modifications as may be approved by Collateral Agent.


 


“Laws”
or “laws” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational
or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments,
writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration
thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether
or not 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.


 


“Lead Arranger”
as defined in the preamble hereto.


 


“Lender”
means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto
pursuant to an Assignment Agreement.


 


“Lender Counterparty”
means each Lender or any Affiliate of a Lender counterparty to an Interest Rate Agreement or Currency Agreement (including any
Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into
an Interest Rate Agreement or Currency Agreement, ceases to be a Lender) including, without limitation, each such Affiliate that
enters into a joinder agreement with Collateral Agent.


 


“Lien”
means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement
to give any of the foregoing, 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, and (ii) in the case of
Securities, any purchase option, call or similar right of a third party with respect to such Securities.


 


“Limited Condition
Acquisition” means any acquisition, including by way of merger, or Investment, in each case, by Holdings or one or more
of its Subsidiaries permitted pursuant to this Agreement the consummation of which is not conditioned upon the availability of,
or on obtaining, third party financing.


 


“Luxor Capital”
as defined in the preamble hereto.


 




    	 	12	 



     


    

 


“Margin Stock”
as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.


 


“Material
Adverse Effect” means a material adverse effect on (i) the business, operations, assets or financial condition of
Parent and its Subsidiaries, taken as a whole; (ii) the ability of Parent and its Subsidiaries, taken as a whole, to timely
perform their Obligations; (iii) the legality, validity, binding effect, or enforceability against a Credit Party of a Credit
Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and
any Lender or any Secured Party under any Credit Document.


 


“Material
Contract” means any contract or other arrangement to which Holdings or any of its Subsidiaries is a party (other than
the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a
Material Adverse Effect.


 


“Material
Real Estate Asset” means any fee owned Real Estate Asset having a fair market value in excess of $5,000,000 as of the
date of the acquisition thereof.


 


“Merger”
means the merger of Target with and into the Borrower with the Borrower as the surviving entity of such merger.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger dated as of May 16, 2018, by and among Parent, Borrower and Target.


 


“Moody’s”
means Moody’s Investor Services, Inc.


 


“Mortgage”
means any mortgage or deed of trust in which any Credit Party grants a Lien on any Material Real Estate Asset to Collateral Agent,
as security for any Obligations, in form and substance satisfactory to the Collateral Agent, as it may be amended, supplemented
or otherwise modified from time to time.


 


“Multiemployer
Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.


 


“NAIC”
means The National Association of Insurance Commissioners, and any successor thereto.


 


“Net Asset
Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments received by Holdings or any
of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale to
the extent paid or payable to non-Affiliates, including (a) income or gains taxes payable by the seller as a result of any gain
recognized in connection with such Asset Sale during the tax period the sale occurs, (b) payment of the outstanding principal amount
of, premium or penalty, if any, and interest on any Indebtedness (other than the Term Loan) that is secured by a Lien on the stock
or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale, and (c) a reasonable
reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and
warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such
Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds.


 




    	 	13	 



     


    

 


“Net Insurance/Condemnation
Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Holdings or any of its Subsidiaries
(a) under any casualty, business interruption or “key man” insurance policies in respect of any covered loss
thereunder, or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries 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 (ii) (a) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection
with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof (or other immaterial costs reasonably
anticipated to be incurred following such adjustment), and (b) any bona fide direct costs incurred in connection with any sale
of such assets as referred to in clause (i)(b) of this definition to the extent paid or payable to non-Affiliates, including income
taxes payable as a result of any gain recognized in connection therewith.


 


“Non-Consenting
Lender” as defined in Section 2.16.


 


“Non-US
Lender” as defined in Section 2.14(c).


 


“Note”
means a promissory note in the form of Exhibit B, as it may be amended, supplemented or otherwise modified from time to time.


 


“Obligations”
means all obligations of every nature of each Credit Party from time to time owed to the Agents (including former Agents), the
Lenders or any of them and Lender Counterparties, under any Credit Document or Interest Rate Agreement and Currency Agreement (including,
without limitation, with respect to an Interest Rate Agreement or Currency Agreement, obligations owed thereunder to any person
who was a Lender or an Affiliate of a Lender at the time such Interest Rate Agreement or Currency Agreement was entered into),
whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such
Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest
in the related bankruptcy proceeding), payments for early termination of Interest Rate Agreements or Currency Agreements, fees,
expenses, indemnification or otherwise.


 


“Obligee Guarantor”
as defined in Section 7.7.


 


“OFAC”
as defined in Section 4.28(a).


 


“Organizational
Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as
amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended,
and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended,
and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement,
as amended. In the event any term or condition of this Agreement or any other Credit 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.


 


“Parent”
means Waitr Holdings Inc., a Delaware corporation.


 


“Parent Convertible
Notes” means the issuance by Parent of convertible-to-common equity promissory notes in an aggregate principal amount
of up to $60,000,000 pursuant to the Parent Convertible Notes Credit Agreement.


 


“Parent Convertible
Notes Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, by and between Parent, the
lenders party thereto, and Luxor Capital as administrative agent, lead arranger and lender.


 




    	 	14	 



     


    

 


“Patents”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any requirement of Law in or relating
to letters patent and applications therefor.


 


“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 Section 412 of the Internal Revenue Code
or Section 302 of ERISA.


 


“Perfection
Certificate” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the
personal or mixed property of each Credit Party.


 


“Permitted
Acquisition” means any acquisition by Borrower or any of its Guarantor Subsidiaries, whether by purchase, merger or otherwise,
of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person;
provided,


 


(i)          immediately
prior to, and after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom;
provided, that in the case of a Limited Condition Acquisition, (A) no Event of Default shall exist at, or occur immediately
after, the signing of the applicable definitive acquisition agreement for such Limited Condition Acquisition and (B) no Event of
Default under Section 8.1(a), 8.1(f) or 8.1(g) shall exist before or after giving effect to the consummation of such Limited Condition
Acquisition; and


 


(ii)         all
transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and
in conformity with all applicable Governmental Authorizations;


 


(iii)        in
the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’
qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Guarantor
Subsidiary of Borrower in connection with such acquisition shall be owned 100% by Borrower or a Guarantor Subsidiary thereof, and
the Borrower shall comply with Sections 5.10 and/or 5.11, as applicable, with respect to such target within the applicable time
periods set forth therein;


 


(iv)        any
Person or assets or division as acquired in accordance herewith (y) shall be in same, substantially similar or related business
or lines of business in which Borrower and/or its Subsidiaries are engaged as of the Closing Date and (z) for the four quarter
period most recently ended prior to the date of such acquisition for which financial statements are available, shall have generated
earnings before income taxes, depreciation, and amortization during such period that shall exceed the amount of capital expenditures
related to such Person or assets or division during such period;


 


(v)         the
acquisition shall have been approved by the board of directors or other governing body or controlling Person of the Person acquired
or the Person from whom such assets or division is acquired;


 


(vi)        at
least two (2) Business Days prior to the consummation thereof (or such shorter period as Administrative Agent may agree in its
sole discretion), to the extent available, (x) a due diligence package (including a quality of earnings report, to the extent available)
in each case, prior to closing of such acquisition, and (y) (I) notice of such acquisition setting forth in reasonable detail the
terms and conditions of such acquisition and (II) pro forma financial statements of Parent and its Subsidiaries after giving
effect to the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith;


 




    	 	15	 



     


    

 


(vii)       after
giving effect to such acquisition, Consolidated Liquidity shall be at least $15,000,000; and


 


(viii)      as
soon as available, executed counterparts of the respective material agreements, documents, consents and approvals pursuant to which
such acquisition is to be consummated.


 


“Permitted
Holder” means Luxor Capital, Jefferies Financial Group Inc. and Fertitta Entertainment Inc., and their respective Affiliates.


 


“Permitted
Liens” means each of the Liens permitted pursuant to Section 6.2.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


 


“PIK Portion”
has the meaning set forth in Section 2.5(d).


 


“Pledge and
Security Agreement” means the Pledge and Security Agreement to be executed by Borrower and each Guarantor substantially
in the form of Exhibit H, as it may be amended, supplemented or otherwise modified from time to time.


 


“Prepayment
Premium” as defined in Section 2.8(b).


 


“Principal
Office” means, for the Administrative Agent, such Person’s “Principal Office” as set forth on Appendix
B, or such other office as such Person may from time to time designate in writing to Borrower, Administrative Agent and each Lender;
provided, however, that for the purpose of making any payment on the Obligations or any other amount due hereunder or any other
Credit Document, the Principal Office of Administrative Agent shall be 1114 Avenue of the Americas, 28th Floor, New York, NY 10036
(or such other location within the City and State of New York as Administrative Agent may from time to time designate in writing
to Borrower and each Lender).


 


“Projections”
as defined in Section 4.8.


 


“Pro Rata
Share” means with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the
percentage obtained by dividing (a) the Term Loan Exposure of that Lender, by (b) the aggregate Term Loan Exposure of all Lenders.
For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing
(A) an amount equal to the sum of the Term Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Term
Loan Exposure of all Lenders.


 


“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.


 


“Real Estate
Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party
in any real property.


 




    	 	16	 



     


    

 


“Real Property
Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter
or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or
Affiliates.


 


“Register”
as defined in Section 2.4(b).


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and between Parent and the
investors party thereto.


 


“Regulation
D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.


 


“Related Agreements”
means, collectively, (i) the Parent Convertible Notes, the Parent Convertible Notes Credit Agreement, the Registration Rights Agreement
and the material documents, instruments and agreements entered into in connection with the Parent Convertible Notes, (ii) the Merger
Agreement and the material documents, instruments and agreements entered into in connection with the Merger Agreement, and (iii)
the definitive documentation in connection with the Warrants.


 


“Related Fund”
means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that
is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


“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 indoor or outdoor environment (including the abandonment or disposal of
any barrels, containers or other receptacles containing any Hazardous Material), including the movement of any Hazardous Material
through the air, soil, surface water, sediment or groundwater.


 


“Replacement
Lender” as defined in Section 2.16.


 


“Required
Prepayment Date” as defined in Section 2.10(b).


 


“Required
Lenders” means one or more Lenders having or holding Term Loan Exposure and representing more than 50% of the aggregate
Term Loan Exposure of all Lenders.


 


“Restricted
Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital
Stock of Parent, Holdings or Borrower now or hereafter outstanding, except a dividend payable solely in shares of that class of
Capital Stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of Capital Stock of Parent, Holdings or Borrower now or hereafter
outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights
to acquire shares of any class of Capital Stock of Parent, Holdings or Borrower now or hereafter outstanding; and (iv) any payment
or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in substance
or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.


 


“S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.


 


“Sanctioned
Country” as defined in Section 4.28(a).


 


“Sanctions”
as defined in Section 4.28(a).


 




    	 	17	 



     


    

 


“SDN List”
as defined in Section 4.28(a).


 


“Secured Parties”
means each Agent, each Lender, each other Indemnitee and each other holder of any Obligation of a Credit Party.


 


“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.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Software”
means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data,
whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.


 


“Solvency
Certificate” means a Solvency Certificate of the chief financial officer of Holdings substantially in the form of Exhibit
F.


 


“Solvent”
means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s
debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets;
(b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Funding Date
and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Funding Date; and (c)
such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent”
within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For
purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light
of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an
actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement
of Financial Accounting Standard No.5).


 


“Subordinated
Indebtedness” means the Parent Convertible Notes and any other Indebtedness, in each case, expressly subordinated to
the Obligations as to right and time of payment and having such subordination and other terms as are, in each case, reasonably
satisfactory to the Administrative Agent.


 


“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 or a combination thereof; provided, 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.


 




    	 	18	 



     


    

 


“Target”
means, prior to the consummation of the Merger, Waitr Incorporated, a Louisiana corporation.


 


“Tax”
means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided, “Tax on
the overall net income” of a Person shall be construed as a reference to a tax imposed by the jurisdiction in which that
Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office)
is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business on all
or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered
to arise in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable
lending office).


 


“Term Loan”
means a Term Loan made by a Lender to Borrower pursuant to Section 2.1(a).


 


“Term Loan
Commitment” means the commitment of a Lender to make or otherwise fund the Term Loan and “Term Loan Commitments”
means such commitments of all Lenders in the aggregate. The amount of each Lender’s Term Loan Commitment is set forth on
Appendix A, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Term
Loan Commitments as of the Closing Date is $25,000,000.


 


“Term Loan
Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the
Term Loan of such Lender; provided, at any time prior to the making of the Term Loan, the Term Loan Exposure of any Lender
shall be equal to such Lender’s Term Loan Commitment.


 


“Term Loan
Maturity Date” means the earlier of (i) November 15, 2022, and (ii) the date that the Term Loan shall become due and
payable in full hereunder, whether by acceleration or otherwise.


 


“Terminated
Lender” as defined in Section 2.16.


 


“Title Policy”
as defined in Section 5.11(b).


 


“Trade Secrets”
means all right, title and interest (and all related IP Ancillary Rights) arising under any requirement of Law in or relating to
trade secrets.


 


“Trademark”
means all rights, title and interests (and all related IP Ancillary Rights) arising under any requirement of Law in or relating
to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations
thereof and all applications in connection therewith.


 


“Transactions”
means, collectively, (a) the execution and delivery by the Credit Parties of the Credit Documents to which they are a party and
the borrowing of the Term Loan hereunder on the Closing Date, (b) the issuance of the Warrants, (c) the Merger and the other transactions
contemplated by the Merger Agreement, (d) the repayment of the Existing Indebtedness, (e) the issuance of the Parent Convertible
Notes and (f) the payment of Transaction Costs.


 


“Transaction
Costs” means the fees, costs and expenses payable or otherwise borne by Parent, Holdings, Borrower or any of Borrower’s
Subsidiaries on or before the Closing Date or within 90 days thereafter in connection with the Transactions and the transactions
contemplated thereby.


 




    	 	19	 



     


    

 


“UCC”
means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“USA Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001, P.L. 107-56.


 


“Waitr Material
Adverse Effect” means any change, event, fact or condition, individually or in the aggregate, that has had or would reasonably
be expected to have a material adverse effect upon (a) the business, results of operations, workforce, prospects, properties, assets,
liabilities or condition (financial or otherwise) of Target, or (b) the ability of Target to consummate the transactions contemplated
by the Merger Agreement or to perform its obligations thereunder; provided, however, that the following shall not
be deemed either alone or in combination to constitute, and no adverse change, event, fact or condition directly resulting from
any of the following shall be taken into account in determining whether any change, event, fact or condition has had or would reasonably
be expected to have a Waitr Material Adverse Effect: (i) changes in general economic conditions, to the extent that they do not
have a materially disproportionate effect on Target; (ii) changes generally affecting the specific industry in which Target operates,
to the extent that they do not have a materially disproportionate effect on Target relative to other industry participants; and
(iii) any act of terrorism, war, calamity or act of God, to the extent that such act does not have a materially disproportionate
effect on Target.


 


“Waivable
Mandatory Prepayment” as defined in Section 2.10(b).


 


“Warrants”
means warrants issued by Parent to Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront,
LP and Lugard Road Capital Master Fund, LP to purchase up to an aggregate of $5,000,000 of common stock of Parent.


 


“Write-Down
and Conversion Powers” means, 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.


 


1.2.          Accounting
Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings
assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Holdings to Lenders
pursuant to Sections 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation.
Subject to the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize
accounting principles and policies in conformity with those used to prepare the Historical Financial Statements. For the avoidance
of doubt, (i) notwithstanding any change in GAAP after the Closing Date that would require lease obligations that would be treated
as operating leases as of the Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on Parent’s
consolidated balance sheet, such obligations shall continue to be excluded from the definition of Indebtedness and (ii) any lease
that was entered into after the date of this Agreement that would have been considered an operating lease under GAAP in effect
as of the Closing Date shall be treated as an operating lease for all purposes under this Agreement and the other Credit Documents,
and obligations in respect thereof shall be excluded from the definition of Indebtedness.


 




    	 	20	 



     


    

 


1.3.         Interpretation,
etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending
on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule
or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any capitalized terms used in any Schedules attached
hereto and not otherwise defined therein shall have the meanings set forth in this Agreement (or, in the absence of any ascribed
meaning, the meaning customarily ascribed to any such term in the applicable industry or in general commercial usage). The use
herein of the word “include” or “including,” when following any general statement, term or matter, shall
not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but
not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other
items or matters that fall within the broadest possible scope of such general statement, term or matter.


 


1.4.         Certifications.
Any certificate or other writing required hereunder or under any other Credit Document to be certified by any officer or other
authorized representative of any Person shall be deemed to be executed and delivered by the individual holding such office solely
in such individual’s capacity as an officer or other authorized representative of such Person and not in such officer’s
or other authorized representative’s individual capacity.


 


section
2.       LOANS


 


2.1.        Term
Loan.


 


(a)          Term
Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Funding Date, a
portion of the Term Loan to Borrower in an amount equal to such Lender’s Term Loan Commitment.


 


Borrower may make only
one borrowing under the Term Loan Commitment which borrowing (i) shall be made on the Closing Date and (ii) shall be funded on
the Funding Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject
to Sections 2.8 and 2.9, all amounts owed hereunder with respect to the Term Loan shall be paid in full no later than the Term
Loan Maturity Date. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Funding
Date after giving effect to the funding of such Lender’s Term Loan Commitment on such date.


 


(b)          Borrowing
Mechanics for Term Loan.


 


(i)          Borrower
shall deliver to Administrative Agent a fully executed Funding Notice no later than one Business Day prior to the Closing Date.
Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed
borrowing.


 


(ii)         Each
Lender shall make its share of the Term Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on
the Funding Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s Principal Office. Upon satisfaction
or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loan available
to Borrower on the Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of the Term Loan to be
credited to the account of Borrower at Administrative Agent’s Principal Office or to such other account as may be designated
in writing to Administrative Agent by Borrower.


 


(c)          Promise
to Pay. Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then
unpaid principal amount of the Term Loan of such Lender made to such Borrower due and payable on the Term Loan Maturity Date.


 




    	 	21	 



     


    

 


2.2.         Pro
Rata Shares. The Term Loan shall be made, and all participations purchased, by Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that (i) the failure of any Lender to fund any such Loan shall not relieve
any other Lender of its obligation hereunder and (ii) no Lender shall be responsible for any default by any other Lender in such
other Lender’s obligation to make its share of the Term Loan requested hereunder or purchase a participation required hereby
nor shall any Term Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such
other Lender’s obligation to make its share of the Term Loan requested hereunder or purchase a participation required hereby.


 


2.3.         Use
of Proceeds. The proceeds of the Term Loan made on the Closing Date shall be used by Borrower (i) to fund a portion of the
consideration and to pay fees and expenses in connection with the closing of the Merger and (ii) to finance the working capital
needs and other general corporate purposes of the Borrower (including for Permitted Acquisitions). No portion of the proceeds of
any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds
to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation
thereof or to violate the Exchange Act.


 


2.4.         Evidence
of Debt; Register; Lenders’ Books and Records; Notes.


 


(a)          Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower
to such Lender, including the amounts of the Term Loan made by it and each repayment and prepayment in respect thereof. Any such
recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation,
or any error in such recordation, shall not affect Borrower’s Obligations in respect of the Term Loan; and provided further,
in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.


 


(b)          Register.
Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of each Lender
and each Lender’s share of the Term Loan from time to time (the “Register”). The Register shall be available
for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Administrative
Agent shall record in the Register the Term Loan, and each repayment or prepayment in respect of the principal amount of the Term
Loan, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided,
failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s Obligations in respect
of the Term Loan. Borrower hereby designates the entity serving as Administrative Agent to serve as Borrower’s agent solely
for purposes of maintaining the Register as provided in this Section 2.4, and Borrower hereby agrees that, to the extent such entity
serves in such capacity, the entity serving as Administrative Agent and its officers, directors, employees, agents and affiliates
shall constitute “Indemnitees.”


 


(c)          Notes.
If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior
to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if
so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or,
if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note to evidence
such Lender’s share of the Term Loan.


 




    	 	22	 



     


    

 


2.5.         Interest
on Term Loan.


 


(a)          Except
as otherwise set forth herein, the Term Loan shall bear interest on the unpaid principal amount thereof from the date made through
repayment (whether by acceleration or otherwise) thereof at the rate of 7.0% per annum.


 


(b)          Interest
payable pursuant to Section 2.5(a) shall be computed on the basis of a 360 day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on the Term Loan, the date of the making of such Term Loan
shall be included and the date of payment of such Term Loan shall be excluded; provided, if the Term Loan is repaid on the
same day on which it is made, one day’s interest shall be paid on that Term Loan.


 


(c)          Except
as otherwise set forth herein, interest on the Term Loan shall be payable in arrears, and, other than as elected pursuant to Section
2.5(d) below, in Cash on and to (i) each Interest Payment Date applicable to the Term Loan; (ii) upon any prepayment of the Term
Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including final
maturity.


 


(d)          For
each Interest Payment Date (other than an Interest Payment Date due to final maturity of the Term Loan), the Borrower may elect,
by written notice delivered to the Administrative Agent at least five (5) Business Days prior to any such Interest Payment Date,
to pay the interest due on the Term Loan on such Interest Payment Date as follows: (i) all or a portion of the interest accrued
from the immediately preceding Interest Payment Date (or, if no interest has been paid, the Closing Date) at the interest rate
set forth in Section 2.5(a) above and, to the extent applicable, including any additional interest pursuant to the Default Rate
set forth in Section 2.6, per annum for such period in kind (the “PIK Portion”) which shall be added to the
outstanding principal amount of the Term Loan (and thereafter bear interest at the interest rate set forth in Section 2.5(a) above
and, if applicable, the Default Rate and otherwise be treated as Term Loan for purposes of this Agreement) and (ii) the remaining
portion of interest accrued, if any, from the immediately preceding Interest Payment Date on which interest was paid (or, if no
interest has been paid, the Closing Date) in Cash. Any such written notice from the Borrower shall be accompanied by a certificate
of a responsible officer of the Borrower specifying (1) the percentage of interest that will constitute the PIK Portion, (2) the
dollar amount of the PIK Portion that will be added to the outstanding principal amount of the Term Loan on such Interest Payment
Date and (3) the dollar amount of interest that will be paid in Cash on the Term Loan on such Interest Payment Date; provided,
that if no such notice is provided, 100% of such interest shall be paid in Cash.


 


2.6.         Default
Interest. Upon the occurrence and during the continuance of an Event of Default, the principal amount of the Term Loan outstanding
and, to the extent permitted by applicable law, any interest payments on the Term Loan or any fees or other amounts owed hereunder,
shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable
bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with
respect to the Term Loan. Payment or acceptance of the increased rates of interest provided for in this Section 2.6 is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights
or remedies of Administrative Agent or any Lender.


 


2.7.         Fees.
Borrower agrees to pay to Administrative Agent the fees in the amounts and at the times separately agreed in the Fee Letter.


 




    	 	23	 



     


    

 


2.8.        Voluntary
Prepayments.


 


(a)          Voluntary
Prepayments.


 


(i)          At
any time and from time to time, Borrower may prepay the Term Loan on any Business Day in whole or in part, in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.


 


(ii)         All
such prepayments shall be made upon not less than one Business Day’s prior written or telephonic notice given to Administrative
Agent by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative
Agent (and Administrative Agent will promptly transmit such telephonic or original notice by telefacsimile or telephone to each
Lender); provided, that any such notice may be conditioned on the occurrence of one or more other transactions or events.
Upon the giving of any such notice, the principal amount of the Term Loan specified in such notice shall become due and payable
on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.10(a).


 


(b)          Call
Protection. Upon the occurrence, in each case, on or prior to the date that is twelve months after the Closing Date, of (i)
any voluntary prepayments pursuant to Section 2.8(a) or mandatory prepayments pursuant to Section 2.9 (in each case, whether before
or after an Event of Default), (ii) any payment, repayment or redemption of the Obligations following acceleration thereof (whether
before or after the commencement of any bankruptcy event or following the occurrence of any Event of Default), or (iii) the satisfaction,
release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the Obligations
in any bankruptcy, foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making
of a distribution of any kind in any insolvency proceeding in full or partial satisfaction of the Obligations, a premium (the “Prepayment
Premium”) equal to 5.0% of the aggregate principal amount of the Term Loan prepaid (including any PIK Portion added to
the outstanding principal amount of the Term Loan from time to time) shall be payable to the Administrative Agent, for the benefit
of all Lenders entitled to a portion of such prepayment premium, calculated when such amount is payable (in the case of a mandatory
prepayment) or paid (in the case of a voluntary prepayment).


 


2.9.         Mandatory
Prepayments/Commitment Reductions.


 


(a)           Asset
Sales. No later than the third Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds
in excess of $1,000,000 in the aggregate in any Fiscal Year, Borrower shall prepay the Term Loan in an aggregate amount equal to
such Net Asset Sale Proceeds; provided, so long as no Event of Default shall have occurred and be continuing, upon delivery
of a written notice to Administrative Agent, Borrower shall have the option, directly or through one or more Subsidiaries, to invest
Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general
type used in the business of Borrower if such assets are purchased or constructed (i) within two hundred seventy (270) days
following receipt of such Net Asset Sale Proceeds or, (ii) if the Borrower or one or more of its Subsidiaries has entered
into a binding contract to reinvest the Net Asset Sale Proceeds within such 270 day period, within 360 days following receipt of
such Net Asset Sale Proceeds. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Borrower in accordance
with clauses (i) and (ii) above, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the Obligations
as set forth in Section 2.10(a).


 




    	 	24	 



     


    

 


(b)          Insurance/Condemnation
Proceeds. No later than the third Business Day following the date of receipt (after the Closing Date) by Holdings or any of
its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Borrower shall prepay the
Term Loan in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Event of
Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds in any
Fiscal Year do not exceed $1,000,000, Borrower shall have the option, directly or through one or more of its Subsidiaries to invest
such Net Insurance/Condemnation Proceeds within two hundred seventy (270) days of receipt thereof (or, if the Borrower or one or
more of its Subsidiaries has entered into a binding contract to reinvest the Net Insurance/Condemnation Proceeds within such 270
day period, 360 days following receipt thereof) in long term productive assets of the general type used in the business of Holdings
and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.


 


(c)          Issuance
of Equity Securities. No later than the third Business Day following receipt by Holdings of any Cash proceeds in excess of
$1,000,000 in any Fiscal Year from a capital contribution to, or the issuance of any Capital Stock of, Holdings or any of its Subsidiaries
(other than Capital Stock issued (i) pursuant to any employee stock or stock option compensation plan, (ii) stock issued in connection
with the Merger, (iii) to fund a Permitted Acquisition or other permitted Investment or make Capital Expenditures or (iv) for purposes
approved in writing by Administrative Agent), Borrower shall prepay the Term Loan in an aggregate amount equal to 100% of such
proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, in each case,
paid to non-Affiliates, including reasonable legal fees and expenses.


 


(d)          Issuance
of Debt. No later than the third Business Day following receipt by Holdings or any of its Subsidiaries of any Cash proceeds
from the incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other than with respect to any Indebtedness permitted
to be incurred pursuant to Section 6.1), Borrower shall prepay the Term Loan in an aggregate amount equal to 100% of such proceeds,
net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, in each case, paid
to non-Affiliates, including reasonable legal fees and expenses.


 


(e)          Parent
Convertible Notes and Warrants Registration. In the event that either (i) the registration statement for the resale of the
shares of common stock underlying the Warrants and the Parent Convertible Notes has not been filed within 30 days after the Closing
Date, or (ii) such registration statement is not effective within 180 days after the Closing Date, the then outstanding principal
amount of the Term Loan will become repayable in full and such repayment shall be made by Borrower within nine months after the
first occurrence of either such event.


 


(f)          Termination
of Parent Convertible Notes. In the event that the definitive agreements documenting the issuance of the Parent Convertible
Notes are terminated for any reason, the then outstanding principal amount of the Term Loan will immediately become repayable in
full.


 


(g)          Prepayment
Certificate. Concurrently with any prepayment of the Term Loan, Borrower shall deliver to Administrative Agent a certificate
of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds and compensation owing to Lenders
under Section 2.8(b), if any, as the case may be. In the event that Borrower shall subsequently determine that the actual amount
received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Term Loan
in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an
Authorized Officer demonstrating the derivation of such excess.


 




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2.10.       Application
of Prepayments/Reductions.


 


(a)          Any
voluntary prepayments of the Term Loan pursuant to Section 2.8 and any mandatory prepayment of the Term Loan pursuant to Section
2.9 shall be applied as follows:


 


first,
to the payment of all fees, and all expenses specified in Section 10.2, to the full extent thereof;


 


second,
to the payment of any accrued interest at the Default Rate, if any;


 


third,
to the payment of any accrued interest (other than Default Rate interest);


 


fourth,
to the payment of the Prepayment Premium, if any, on the Term Loan;


 


fifth,
except in connection with any Waivable Mandatory Prepayment in Section 2.10(b), to prepay the Term Loan.


 


(b)          Waivable
Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, in the event Borrower is required to make
any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loan, not less than three Business
Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable
Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will
promptly thereafter notify each Lender holding outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such
Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by
giving written notice to Borrower and Administrative Agent of its election to do so on or before the first Business Day prior to
the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its
election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have
elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent
the amount of the Waivable Mandatory Prepayment, which amount shall be applied (i) in an amount equal to that portion of the Waivable
Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Term Loan of such Lenders
(which prepayment shall be applied to the principal of the Term Loan in accordance with Section 2.10(a)), and (ii) to the extent
of any excess, to Borrower for working capital and general corporate purposes.


 


2.11.       General
Provisions Regarding Payments.


 


(a)          All
payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds,
without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent,
for the account of Lenders, not later than 2:00 p.m. (New York City time) on the date due via wire transfer of immediately available
funds to account number 849108725 maintained by Administrative Agent with JPMorgan Chase Bank, N.A. (ABA No. 021000021) in New
York City (or at such other location or bank account within the City and State of New York as may be designated by Administrative
Agent from time to time); funds received by Administrative Agent after that time on such due date shall be deemed to have been
paid by Borrower on the next Business Day.


 


(b)          All
payments in respect of the principal amount of the Term Loan shall be accompanied by payment of accrued interest on the principal
amount being repaid or prepaid.


 




    	 	26	 



     


    

 


(c)          Administrative
Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable
Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due with
respect thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative
Agent.


 


(d)          Whenever
any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the
next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder
or of the commitment fees hereunder.


 


(e)          Administrative
Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 2:00 p.m. (New York
City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until
the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall
give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any
non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a), but
only to the extent that such non-conforming payment is not received by the Administrative Agent on the next Business Day following
the date when due. Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds
become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business
Day) at the Default Rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount
is paid in full.


 


(f)          If
an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full
hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any
Collateral Document in respect of any of the Obligations (including, but not limited to, Obligations arising under any Interest
Rate Agreement or Currency Agreement that are owing to any Lender or Lender Counterparty), including, but not limited to all proceeds
received by any Agent in respect of any sale, any collection from, or other realization upon all or any part of the Collateral,
shall be applied in full or in part as follows: first, to the payment of all costs and expenses of such sale, collection or other
realization, including reasonable compensation to each Agent and its agents and counsel, and all other expenses, liabilities and
advances made or incurred by any Agent in connection therewith, and all amounts for which any Agent is entitled to indemnification
hereunder or under any Collateral Document (in its capacity as an Agent and not as a Lender) and all advances made by any Agent
under any Collateral Document for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred
by any Agent in connection with the exercise of any right or remedy hereunder or under any Collateral Document, all in accordance
with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Obligations
for the ratable benefit of the Lenders and the Lender Counterparties; and third, to the extent of any excess of such proceeds,
to the payment to or upon the order of such Grantor or to whosoever may be lawfully entitled to receive the same or as a court
of competent jurisdiction may direct.


 




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2.12.      Ratable
Sharing. Lenders hereby agree among themselves that, if any of them shall, whether by voluntary payment (other than a voluntary
prepayment of the Term Loan made and applied in accordance with the terms hereof), through the exercise of any right of set-off
or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise,
or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or
under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater
than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender
receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such
payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each
seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts
Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the
Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases
shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to
the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any
holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect
to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of
the participation held by that holder.


 


2.13.      Increased
Costs; Capital Adequacy.


 


(a)          Compensation
For Increased Costs and Taxes. Subject to the provisions of Section 2.14 (which shall be controlling with respect to the matters
covered thereby), in the event that any Change of Law shall impose on any Lender: (i) any additional Tax (other than any Tax on
the overall net income of such Lender) with respect to this Agreement or any of the other Credit Documents or any of its obligations
hereunder or thereunder or any payments to any Lender (or its applicable lending office) of principal, interest, fees or any other
amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental,
special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits
or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder; and the result of any of the foregoing is to increase
the cost to such Lender of agreeing to make, making or maintaining the Term Loan hereunder or to reduce any amount received or
receivable by such Lender (or its applicable lending office) with respect thereto in an amount deemed by such Lender to be material;
then, in any such case, Borrower shall promptly pay to such Lender, within five (5) Business Days following receipt of the statement
referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as each Lender in its sole discretion shall determine) as may be necessary to compensate
such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to
Borrower (with a copy to Lenders) a written statement, setting forth in reasonable detail the basis for calculating the additional
amounts owed to any such Lender under this Section 2.13(a), which statement shall be conclusive and binding upon all parties hereto
absent manifest error.


 


(b)          Capital
Adequacy Adjustment. In the event that any Lender shall have determined (which determination shall, absent manifest effort,
be final and conclusive and binding upon all parties hereto) that any Change of Law has imposed on any Lender relating to (A) the
adoption, effectiveness, phase in or applicability of any law, rule or regulation (or any provision thereof) regarding capital
adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank
or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable
lending office) or any company controlling such Lender with any guideline, request or directive regarding capital adequacy (whether
or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the Closing
Date, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such
Lender as a consequence of, or with reference to, such Lender’s share of the Term Loan, or participations therein or other
obligations hereunder with respect to the Term Loan to a level below that which such Lender or such controlling company could have
achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies
of such Lender or such controlling company with regard to capital adequacy), then from time to time, within five (5) Business Days
after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction.
Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail
the basis for calculating the additional amounts owed to Lender under this Section 2.13(b), which statement shall be conclusive
and binding upon all parties hereto absent manifest error. The Administrative Agent shall deliver to Borrower (with a copy to Lenders)
a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to any such Lender
under this Section 2.13(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.


 




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(c)          Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s
right to demand such compensation; provided, however, that the Borrower shall not be required to compensate a Lender
pursuant to this Section 2.13 for any increased costs or reductions incurred more than 180 days prior to the date such Lender notifies
the Borrower of the Change of Law giving rise to such increased costs or reductions and of Lender’s intention to claim compensation
therefor; provided, further, that if the Change of 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.


 


2.14.      Taxes;
Withholding, etc.


 


(a)          Payments
to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to
the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than
a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States
of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment
is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such
jurisdiction is a member at the time of payment.


 


(b)          Withholding
of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any
such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents:
(i) Borrower shall notify Administrative Agent in writing of any such requirement or any change in any such requirement as soon
as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment
to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative
Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable
by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent
necessary to ensure that, after the making of that deduction, withholding or payment (including such deductions and withholdings
applicable to additional sums payable under this provision), Administrative Agent or such Lender, as the case may be, receives
on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made;
and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within
thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to
Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any
Lender under clause (iii) above (A) with respect to Taxes imposed as a result of such Lender being organized under the laws of,
or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof), (B) except to the extent that any Change of Law after the date hereof (in the case of each Lender listed
on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such
Lender became a Lender (other than pursuant to an assignment request by the Borrower under Section 2.16) (in the case of each other
Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in
the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement,
in respect of payments to such Lender and (C) with respect to Taxes imposed under FATCA.


 




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(c)          Evidence
of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver
to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the
signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes
a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative
Agent (each in the reasonable exercise of its discretion):


 


(i)          in
the case of a Non-US Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” Article of such tax treaty
and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” Article of such tax treaty;


 


(ii)         executed
copies of IRS Form W-8ECI;


 


(iii)        in
the case of a Non-US 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 E-1 to the effect that such Non-US Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described
in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed
copies of IRS Form W 8BEN or W-8BEN-E, as applicable; or


 


(iv)        to
the extent a Non-US Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3,
IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-US
Lender is a partnership and one or more direct or indirect partners of such Non-US Lender are claiming the portfolio interest exemption,
such Non-US Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such
direct and indirect partner.


 




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(d)          Each
Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding
matters pursuant to Section 2.14(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates
or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete
or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Borrower
two new original copies of such forms, certificates or other evidence reasonably requested by Borrower to confirm or establish
that such Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to such
Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates
or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under Section 2.14(b)(iii)
if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in this Section 2.14(d),
or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence,
as the case may be; provided, if such Lender shall have satisfied the requirements of Section 2.14(c) on the Closing Date
or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this Section 2.14(d)
shall relieve Borrower of its obligation to pay any additional amounts pursuant this Section 2.14 in the event that, as a result
of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration
or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent
date establishing the fact that such Lender is not subject to withholding as described herein.


 


2.15.      Obligation
to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering
the Term Loan, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would entitle
such Lender to receive payments under Section 2.13 or 2.14, it will, to the extent not inconsistent with any applicable legal or
regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions through another office
of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts
which would otherwise be required to be paid to such Lender pursuant to Section 2.13 or 2.14 would be materially reduced and if,
as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of the Term Loan through such
other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect the Term Loan
or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this
Section 2.15 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other
office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.15
(setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to
Administrative Agent) shall be conclusive absent manifest error.


 




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2.16.      Removal
or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender
(an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is entitled to receive payments
under Section 2.13, 2.14 or 2.15, (ii) the circumstances which entitle such Lender to receive such payments shall remain in effect,
and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal;
or (b) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions
hereof as contemplated by Section 10.5(b), the consent of Administrative Agent shall have been obtained but the consent of one
or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been
obtained; then, with respect to each such Increased-Cost Lender or Non-Consenting Lender (the “Terminated Lender”),
Administrative Agent may (which, in the case of an Increased-Cost Lender, only after receiving written request from Borrower to
remove such Increased-Cost Lender), by giving written notice to Borrower and any Terminated Lender of its election to do so, elect
to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Term Loan in full
to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section
10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the
date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal
to the principal of, and all accrued interest on, all outstanding Term Loan of the Terminated Lender, (B) an amount equal to all
unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto
at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender; (2) on the date
of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.13 or 2.14; and (3)
in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment,
to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. In the event that the Terminated Lender
fails to execute an Assignment Agreement pursuant to Section 10.6 within five Business Days after receipt by the Terminated Lender
of notice of replacement pursuant to this Section 2.16 and presentation to such Terminated Lender of an Assignment Agreement evidencing
an assignment pursuant to this Section 2.16, the Terminated Lender shall be deemed to have executed and delivered such Assignment
Agreement, and upon the execution and delivery of Assignment Agreement by the Replacement Lender and Administrative Agent, shall
be effective for purposes of this Section 2.16 and Section 10.6. Upon the prepayment of all amounts owing to any Terminated Lender
such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights
of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.


 


section
3.        CONDITIONS PRECEDENT


 


3.1.      
 Closing Date. The obligation of each Lender to make a Credit Extension on the Closing Date is subject to the
satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:


 


(a)          Credit
Documents. Administrative Agent shall have received sufficient copies of each Credit Document duly executed and delivered by
each applicable Credit Party for each Lender.


 


(b)          Organizational
Documents; Incumbency. Administrative Agent shall have received (i) a certificate of each Credit Party, dated the Closing Date
and executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (A) certify
that attached thereto is a true and complete copy of the resolutions or written consents of its shareholders, board of directors,
board of managers, members or other governing body authorizing the execution, delivery and performance of the Credit Documents
to which it is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions or written consents
have not been modified, rescinded or amended and are in full force and effect, (B) identify by name and title and bear the signatures
of the officers, managers, directors or authorized signatories of such Credit Party authorized to sign the Credit Documents to
which it is a party on the Closing Date and (C) certify (x) that attached thereto is a true and complete copy of the certificate
or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Credit Party certified
as of a recent date by the relevant authority of the jurisdiction of organization of such Credit Party and a true and correct copy
of its by-laws or operating, management, partnership or similar agreement and (y) that such documents or agreements have not been
amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such
date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Credit Party from its jurisdiction of organization.


 




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(c)          Transactions.


 


(i)          Merger.
Prior to or simultaneously with the initial incurrence of the Term Loan, (A) all conditions to closing set forth in the Merger
Agreement shall have been satisfied (including, without limitation, the final vote of the shareholders of Parent and any approvals
required by Nasdaq) and (B) the Merger shall be consummated in accordance with the terms of the Merger Agreement, but without giving
effect to any amendment, waiver or consent by Parent, Holdings or the Borrower that is materially adverse to the interests of the
Lenders without the consent of the Lenders (which consent shall not be unreasonably withheld, conditioned or delayed); provided
that Luxor Capital’s consent will be required for any amendment, modification or waiver that would involve: (1) any negative
impact on creditworthiness; (2) any impact on capital structure (including issuance of equity and equity-based incentives), except
for issuances by Target of up to 150,000 shares of Target common equity or equity based incentives in connection with new hires;
(3) incurrence of any new Indebtedness or other liabilities outside the ordinary course of business for Target; (4) any related-party
transactions (covering new agreements or modifications to existing agreements) by Parent or Target; (5) any changes to senior management
of Parent or Target; and (6) any waiver involving compliance with Law, and (C) there shall be no breach, default or grounds for
default under the Merger Agreement.


 


(ii)         Issuance
of Warrants. Prior to or simultaneously with the initial incurrence of the Term Loan, the Warrants shall have been issued.


 


(iii)        Parent
Convertible Notes. Prior to or simultaneously with the initial incurrence of the Term Loan, the issuance of the Parent Convertible
Notes shall be consummated.


 


(iv)        Exchange
of Private Placement Warrants. Prior to or simultaneously with the initial incurrence of the Term Loan, the 14,000,000 private
placement warrants held by Fertitta Entertainment, Inc. and Jefferies Financial Group Inc. shall be exchanged for 1,600,000 shares
of Parent’s common stock.


 


(v)         Satisfaction
of Parent’s Convertible Loan. Prior to or simultaneously with the initial incurrence of the Term Loan, Fertitta Entertainment,
Inc. shall have received (i) $1,250,000 in Cash and (ii) 75,000 shares of Parent’s common stock, in full satisfaction of
Fertitta Entertainment, Inc.’s prior $1,500,000 loan to Parent.


 


(d)          Existing
Indebtedness. On the Closing Date, Parent and its Subsidiaries and Target shall have (i) repaid in full all Existing Indebtedness,
(ii) terminated any commitments to lend or make other extensions of credit thereunder and (iii) delivered to Administrative Agent
all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of Parent and its
Subsidiaries or Target thereunder being repaid on the Closing Date.


 


(e)          Governmental
Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are necessary or advisable in connection with the Transactions and each of the foregoing shall be in
full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods
shall have expired without any action being taken or threatened in writing to any Credit Party by any competent authority which
would restrain, prevent or otherwise impose adverse conditions on the Transactions or the financing thereof and no action, request
for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and
the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.


 


(f)          Perfection
Certificate. A completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Credit
Party, together with all attachments contemplated thereby, together with the delivery of (A) the results of a recent lien search,
by a Person satisfactory to Collateral Agent, of, including but not limited to, all effective UCC financing statements (or equivalent
filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Perfection
Certificate, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar
documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate
any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements
in respect of Permitted Liens).


 




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(g)          Pledged
Stock; Stock Powers; Pledged Debt Instruments. The Collateral Agent (or its bailee) shall have received (i) the certificates
representing the Capital Stock required to be pledged pursuant to the Pledge and Security Agreement, together with an undated stock
or similar power for each such certificate executed in blank by a duly Authorized Officer of the pledgor thereof and (ii) any Pledged
Debt Instruments (as defined in the Pledge and Security Agreement) required to be pledged pursuant to the Pledge and Security Agreement,
endorsed in blank (or accompanied by a transfer form endorsed in blank) by the pledger thereof.


 


(h)          Filings
Registrations and Recordings. Each document (including any UCC (or similar) financing statement or Intellectual Property Security
Agreement filing with the Applicable IP Office (as defined in the Pledge and Security Agreement)) required by any Collateral Document
or under law 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 required to be delivered pursuant to such Collateral Document, prior and superior in
right to any other Person (other than with respect to Permitted Liens), shall have been received by the Collateral Agent and be
in proper form for filing, registration or recordation.


 


(i)           No
Issuances of Additional Capital Stock. Since August 23, 2018, except as contemplated by the Related Agreements, Parent shall
not have issued any additional shares of Capital Stock (including any warrants, options or other instruments convertible into shares
of Capital Stock), including previously outstanding shares of common stock that have been redeemed other than pursuant to Sections 3.1(c)(iv)
and 3.1(c)(v); provided that Parent may issue (or re-issue) shares of Capital Stock solely to the extent required in order
to fund the Minimum Cash Consideration Amount (as defined in the Merger Agreement).


 


(j)           Evidence
of Insurance. Collateral Agent shall have received a certificate from Borrower’s insurance broker or other evidence satisfactory
to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, naming the Collateral Agent,
for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5.


 


(k)          Opinions
of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of a customary
opinion of Winston & Strawn LLP, counsel for Credit Parties, dated as of the Closing Date in form and substance satisfactory
to Administrative Agent (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).


 


(l)            Fees.
Prior to or substantially concurrently with the funding of the Term Loan hereunder, the Administrative Agent shall have received
(i) payment of all fees required to be paid by the Borrower on the Closing Date pursuant to the Commitment Letter or Fee Letter
and (ii) reimbursement for all costs and expenses required to be paid to Luxor Capital and/or its Affiliates by the Borrower pursuant
to the Commitment Letter, in each case, for which invoices have been presented at least two Business Days prior to the Closing
Date (including the reasonable and documented out-of-pocket costs and expenses of Luxor Capital’s and its Affiliates’
due diligence investigation and any fees and expenses of legal counsel), which amounts may be offset against the proceeds of the
Term Loan.


 


(m)          Solvency
Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from the chief financial
officer (or other financial officer with reasonably equivalent responsibilities) of the Borrower certifying as to the matters set
forth therein dated as of the Closing Date.


 




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(n)          Minimum
Liquidity. The Borrower shall demonstrate in form and substance reasonably satisfactory to Administrative Agent that on the
Closing Date, including the payment of all Transaction Costs required to be paid in Cash, Parent shall have at least $75,000,000
of Cash.


 


(o)          No
Waitr Material Adverse Effect. Since December 31, 2017, no Waitr Material Adverse Effect has occurred.


 


(p)          Officer’s
Certificate. The Administrative Agent shall have received a certificate signed by an Authorized Officer of the Borrower certifying
as of the Closing Date to the matters set forth in Sections 3.1(n), (o), (s) and (t).


 


(q)          USA
Patriot Act. No later than two Business Days in advance of the Closing Date, the Administrative Agent shall have received all
documentation and other information reasonably requested by the Lender at least 10 days in advance of the Closing Date, which documentation
or other information is required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA Patriot Act.


 


(r)           Funding
Notice. Administrative Agent shall have received at least one Business Date prior to the Closing Date a fully executed and
delivered Funding Notice.


 


(s)          Representations
and Warranties. Other than the representation and warranty contained in Section 4.9, the representations and warranties contained
herein and in the other Credit Documents shall be true and correct in all material respects on and as of the Closing Date (except
for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects)
on and as of the Closing Date to the same extent as though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and
correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall
have been true and correct in all respects) on and as of such earlier date.


 


(t)           No
Default or Event of Default. As of the Closing Date, no event shall have occurred and be continuing or would result from the
consummation of the applicable Credit Extension that would constitute an Event of Default or a Default.


 


Each Lender, by delivering its signature
page to this Agreement on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each
Credit Document and each other document required to be approved by any Agent, Required Lenders or Lenders, as applicable on the
Closing Date.


 


Notwithstanding anything herein to the
contrary, Requested, Inc., a Delaware corporation, shall not be required to (i) become a Guarantor hereunder, (ii) become a Grantor
under the Pledge and Security Agreement or (iii) have its’ Capital Stock pledged as Collateral pursuant to the Pledge and
Security Agreement, in each case, prior to the time period (and subject to the terms) set forth in Schedule 5.15.


 


3.2.        Conditions
Subsequent to the Closing Date. Borrower shall fulfill, on or before the date applicable thereto (which date can be extended
in writing by the Administrative Agent in its sole discretion), each of the conditions subsequent specified in Section 5.15.


 




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section
4.        REPRESENTATIONS AND WARRANTIES


 


In order to induce
Agents and Lenders to enter into this Agreement and to make the Credit Extension to be made thereby, each Credit Party represents
and warrants to each Agent and Lender, on the Closing Date, that the following statements are true and correct:


 


4.1.        Organization;
Requisite Power and Authority; Qualification. Each of Holdings and its Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power
and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to
enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified
to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its
business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could
not be reasonably expected to have, a Material Adverse Effect.


 


4.2.        Capital
Stock and Ownership. The Capital Stock of each of Parent and its Subsidiaries has been duly authorized and validly issued and
is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant,
call, right, commitment or other agreement to which Parent or any of its Subsidiaries is a party requiring, and there is no membership
interest or other Capital Stock of Parent or any of its Subsidiaries outstanding which upon conversion or exchange would require,
the issuance by Parent or any of its Subsidiaries of any additional membership interests or other Capital Stock of Parent or any
of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase,
a membership interest or other Capital Stock of Parent or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership
interest of Parent and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date both before and after giving
effect to the Transactions.


 


4.3.        Due
Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action
on the part of each Credit Party that is a party thereto.


 


4.4.        No
Conflict. The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the
consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate any provision of (i) any
law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, (ii) any of the Organizational Documents
of Holdings or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding
on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time
or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation
or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created
under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders,
members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders
except, with respect to any conflict, breach, violation, contravention, approval or consent referred to in clauses (a)(i),
(a)(iii), (b), (c), or (d), to the extent that such conflict, breach, violation, contravention or failure to obtain such approval
or consent, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


4.5.        Governmental
Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent
or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings and recordings with
respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing
Date.


 




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4.6.        Binding
Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the
legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


 


4.7.        Historical
Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all
material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at
the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein
for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from
audit and normal year-end adjustments. As of the Closing Date, neither Target nor any of its Subsidiaries has any contingent liability
or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial
Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets
or financial condition of Target and any of its Subsidiaries taken as a whole.


 


4.8.        Projections.
On and as of the Closing Date, the Projections of Parent and its Subsidiaries for the period of Fiscal Year 2019 through and including
Fiscal Year 2023, including monthly projections for each month during the Fiscal Year in which the Closing Date takes place, (the
“Projections”) are based on good faith estimates and assumptions made by the management of Parent; provided,
the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may
differ from such Projections and that the differences may be material and are intended to be considered forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995; provided
further, as of the Closing Date, management of Parent believed that the Projections were reasonable and attainable.


 


4.9.        No
Material Adverse Change. Since December 31, 2017, no event, circumstance or change has occurred that has caused or evidences,
either in any case or in the aggregate, a Material Adverse Effect.


 


4.10.      Security
Interest in Collateral. Subject to Section 5.15, the provisions of this Agreement, the Pledge and Security Agreement and the
other Credit Documents are effective to create in favor of the Collateral Agent, for its benefit and the benefit of the Secured
Parties, a valid and enforceable security interest in and Lien upon the Collateral purported to be pledged, charged, mortgaged
or assigned by it thereunder and described therein, subject, in the case of enforceability, to applicable bankruptcy, insolvency
or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and
fair dealing, and upon the making of such filings and the taking of such other actions required to be taken hereby or by the applicable
Credit Documents, such security interest and Lien shall constitute a fully perfected first priority Lien upon such right, title
and interest of the Credit Parties, in and to such Collateral (to the extent such Liens are required to be perfected under the
terms of the Credit Documents), to the extent that such security interest and Lien can be perfected by such filings, actions, giving
of notice and possession, subject only to Permitted Liens.


 




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4.11.      Adverse
Proceedings, etc. Except as set forth in Schedule 4.11, there are no Adverse Proceedings, individually or in the aggregate,
that could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is in violation
of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees,
rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.


 


4.12.      Payment
of Taxes. Except as otherwise permitted under Section 5.3, all tax returns and reports of Holdings and its Subsidiaries required
to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments,
fees and other governmental charges upon Holdings and its Subsidiaries and upon their respective properties, assets, income, businesses
and franchises which are due and payable have been paid when due and payable. Holdings knows of no proposed tax assessment against
Holdings or any of its Subsidiaries which is not being actively contested by Holdings or such Subsidiary in good faith and by appropriate
proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP
shall have been made or provided therefor.


 


4.13.      Properties.


 


(a)          Title.
Each of Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property),
(ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in
the case of all other personal property), all of their respective properties and assets reflected in their respective Historical
Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1,
in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as
otherwise permitted under Section 6.9. Except as permitted by this Agreement, all such properties and assets are free and clear
of Liens.


 


(b)          Real
Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate Assets, and
(ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions
of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or
tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed
in clause (ii) of the immediately preceding sentence is in full force and effect and Holdings does not have knowledge of any default
that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of
each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles.


 


4.14.      Environmental
Matters. Neither Holdings nor any of its Subsidiaries nor any of their respective Real Property Facilities or operations are
subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental
Law or any Environmental Claim that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104
of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state
law. There are and, to each of Holdings’ and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or
events which could reasonably be expected to form the basis of an Environmental Claim against Holdings or any of its Subsidiaries
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any
of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Holdings or any of its Subsidiaries has filed
any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Real Property Facility,
and none of Holdings’ or any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage
or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent that could reasonably be expected
to have a Material Adverse Effect. Holdings and each of its Subsidiaries is and has been in compliance with all Environmental Laws,
including obtaining and maintaining all Governmental Authorizations required by any applicable Environmental Law except such non-compliance
or Governmental Authorizations that, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect. There has been no Release of any Hazardous Materials at, on, under or from any property currently owned, or to
each of Holdings’ and its Subsidiaries’ knowledge, at, on, under or from any property currently leased or operated
or formerly owned, leased or operated by Holdings or any of its Subsidiaries that, individually or in the aggregate, has had, or
could reasonably be expected to have, a Material Adverse Effect.


 




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4.15.      No
Defaults. Neither Holdings nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the
giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect,
of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.


 


4.16.      Material
Contracts. All Material Contracts are in full force and effect and no defaults currently exist thereunder.


 


4.17.      Governmental
Regulation. Neither Holdings nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 2005, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation
which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.
Neither Holdings nor any of its Subsidiaries is a “registered investment company” or a company “controlled”
by a “registered investment company” or a “principal underwriter” of a “registered investment company”
as such terms are defined in the Investment Company Act of 1940.


 


4.18.      Margin
Stock. Neither Holdings nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Term Loan made to
such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing
or carrying any such Margin Stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U
or X of the Board of Governors of the Federal Reserve System.


 


4.19.      Employee
Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected
to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries,
or to the best knowledge of Holdings and Borrower, threatened in writing against any of them before the National Labor Relations
Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending
against Holdings or any of its Subsidiaries or to the best knowledge of Holdings and Borrower, threatened in writing against any
of them, (b) no strike or work stoppage in existence or threatened involving Holdings or any of its Subsidiaries, and (c) to the
best knowledge of Holdings and Borrower, no union representation question existing with respect to the employees of Holdings or
any of its Subsidiaries and, to the best knowledge of Holdings and Borrower, no union organization activity that is taking place,
except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as
is not reasonably likely to have a Material Adverse Effect.


 




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4.20.      Employee
Benefit Plans. Holdings, each of its Subsidiaries and each of their respective ERISA Affiliates are in material compliance
with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations
thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan,
except (with respect to any matter specified in the preceding clause, either individually or in the aggregate) such as is not reasonably
likely to have a Material Adverse Effect.. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the
Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee
Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause
such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal
Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred
by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to
occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit
Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of
Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities
under each Pension Plan sponsored, maintained or contributed to by Holdings, any of its Subsidiaries or any of their ERISA Affiliates
(determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes
in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such
Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the
potential liability of Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer
Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from
all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. Holdings, each of its Subsidiaries
and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer
Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer
Plan.


 


4.21.      Certain
Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions
contemplated hereby (it being understood and agreed that this representation does not cover or apply to any underwriting or financial
advisory fees payable in connection with the Transactions).


 


4.22.      Solvency.
Each Credit Party is and, after the consummation of the Transactions to occur on the Closing Date and the incurrence of indebtedness
and obligations in connection therewith, will be, Solvent.


 


4.23.      [Reserved].


 


4.24.      Compliance
with Statutes, etc. Each of Holdings and its Subsidiaries is in compliance with all applicable statutes, regulations and orders
of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the
ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or
governing its business and the requirements of any Governmental Authorizations issued under such Environmental Laws with respect
to any such Real Estate Asset or the operations of Holdings or any of its Subsidiaries), except such non-compliance that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


 




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4.25.      Disclosure.
No representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written
statements furnished to Lenders by or on behalf of Holdings or any of its Subsidiaries for use in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to Holdings or Borrower,
in the case of any document not furnished by either of them) necessary in order to make the statements contained herein or therein
not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained
in such materials are based upon good faith estimates and assumptions believed by Holdings or Borrower to be reasonable at the
time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ from the projected results. There are no facts
known (or which should upon the reasonable exercise of diligence be known) to Holdings or Borrower (other than matters of a general
economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and
that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection
with the transactions contemplated hereby.


 


4.26.      Intellectual
Property. Except as set forth on Schedule 4.26, each Credit Party and each Subsidiary of each Credit Party owns, or is licensed
to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property
the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect. To the knowledge of each Credit Party, except as set forth on Schedule 4.26, (a) the conduct and operations of
the businesses of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute or violate
any Intellectual Property owned by any other Person and (b) no other Person has contested any right, title or interest of any Credit
Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property, other than, in each case, as would not,
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


4.27.      Deposit
Accounts and Other Accounts. Schedule 4.27 lists all banks and other financial institutions, securities intermediary or commodity
intermediary at which any Credit Party maintains deposit, securities, commodities or similar accounts as of the Closing Date, and
such Schedule correctly identifies the name, address and any other relevant contact information reasonably requested by the Collateral
Agent with respect to each depository or intermediary, the name in which the account is held, a description of the purpose of the
account, and the complete account number therefor.


 


4.28.      Foreign
Assets Control Regulations; Anti-Money Laundering; Anti-Corruption Practices.


 


(a)          Each
Credit Party and each Subsidiary of each Credit Party is in compliance in all material respects with all U.S. economic sanctions
laws, Executive Orders and implementing regulations (“Sanctions”) as administered by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) and the U.S. State Department. No Credit Party and no Subsidiary of
a Credit Party (i) is a Person on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”),
(ii) is a person who is otherwise the target of U.S. economic sanctions laws such that a U.S. person cannot deal or otherwise engage
in business transactions with such person, (iii) is a Person organized or resident in a country or territory subject to comprehensive
Sanctions (a “Sanctioned Country”), or (iv) is owned or controlled by (including by virtue of such Person being
a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List
or a government of a Sanctioned Country such that the entry into, or performance under, this Agreement or any other Credit Document
would be prohibited by U.S. law.


 




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(b)          Each
Credit Party and each Subsidiary of each Credit Party is in compliance with all laws related to terrorism or is in compliance in
all material respects with all laws related to money laundering including: (i) all applicable requirements of the Currency and
Foreign Transactions Reporting Act of 1970 (31 U.S.C. 5311 et. seq., (the Bank Secrecy Act)), as amended by Title III of the USA
Patriot Act, (ii) the Trading with the Enemy Act, (iii) Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001 (66 Fed. Reg. 49079), any other enabling legislation, executive order or regulations issued pursuant or relating thereto and
(iv) other applicable federal or state laws relating to “know your customer” or anti-money laundering rules
and regulations. No action, suit or proceeding by or before any court or Governmental Authority with respect to compliance with
such anti-money laundering laws is pending or threatened in writing against any Credit Party or any Subsidiary of a Credit Party.


 


(c)          Each
Credit Party and each Subsidiary of each Credit Party is in compliance in all material respects with all applicable anti-corruption
laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”)
and the U.K. Bribery Act 2010 (“Anti-Corruption Laws”). No Credit
Party nor any Subsidiary of a Credit Party, nor, to the knowledge of any Credit Party, any director, officer, agent, employee,
or other person acting on behalf of a Credit Party or any Subsidiary of a Credit Party, has taken any action, directly or indirectly,
that would result in a violation of applicable Anti-Corruption Laws. Each Credit Party and each Subsidiary of a Credit Party has
instituted and will continue to maintain policies and procedures designed to promote compliance with applicable Anti-Corruption
Laws.


 


section
5.        AFFIRMATIVE COVENANTS


 


Each Credit Party covenants
and agrees that until the Facility Termination Date, each Credit Party shall perform, and shall cause each of its Subsidiaries
to perform, all covenants in this Section 5.


 


5.1.        Financial
Statements and Other Reports. Unless otherwise provided below, Holdings will deliver to Administrative Agent and Lenders:


 


(a)          [Reserved];


 


(b)          Quarterly
Financial Statements. As soon as available, and in any event within 45 days after the end of the first three Fiscal Quarters
of each Fiscal Year, the consolidated balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Quarter and the
related consolidated statements of income, stockholders’ equity and cash flows of Parent and its 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 in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding
figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification
with respect thereto;


 


(c)          Annual
Financial Statements. As soon as available, and in any event within 90 days after the end of each Fiscal Year, (i) the consolidated
balance sheets of Parent and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income,
stockholders’ equity and cash flows of Parent and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative
form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal
Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification with respect thereto;
and (ii) with respect to such consolidated financial statements a report thereon of Moss Adams, LLP or other independent certified
public accountants of recognized national standing selected by Holdings, and reasonably satisfactory to Administrative Agent (which
report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of Parent and its Subsidiaries as at the dates indicated
and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent
with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection
with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United
States of America;


 




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(d)          Compliance
Certificate. Together with each delivery of financial statements of Parent and its Subsidiaries pursuant to Sections 5.1(b)
and 5.1(c), a duly executed and completed Compliance Certificate;


 


(e)          [Reserved];


 


(f)          Notice
of Default. Promptly upon any officer of Holdings or Borrower obtaining knowledge (i) of any condition or event that constitutes
a Default or an Event of Default or that notice has been given to Holdings or Borrower with respect thereto; or (ii) of the occurrence
of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate
of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the
notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition,
and what action Borrower has taken, is taking and proposes to take with respect thereto;


 


(g)          Notice
of Litigation. Promptly upon any officer of Holdings or Borrower obtaining knowledge of (i) the institution of any Adverse
Proceeding not previously disclosed in writing by Borrower to Lenders, or (ii) any material development in any Adverse Proceeding
that, in the case of either clause (i) or (ii) could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin
or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated
hereby, written notice thereof together with such other information as may be reasonably available to Holdings or Borrower to enable
Lenders and their counsel to evaluate such matters (it being understood that the receipt of any privileged information in respect
of such Adverse Proceeding shall be subject to the execution by Lenders of documents required, in the reasonable opinion of the
applicable Credit Party, to protect attorney-work product and/or attorney-client privileges);


 


(h)          ERISA.
(i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying
the nature thereof, what action Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking
or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department
of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information)
to the annual report (Form 5500 Series) filed by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates
with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries
or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such
other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably
request;


 


(i)           Financial
Plan. As soon as practicable and in any event no later than thirty days after the end of each Fiscal Year, a consolidated plan
and financial forecast for such Fiscal Year and each Fiscal Year (or portion thereof) through the final maturity date of the Term
Loan (a “Financial Plan”), including (i) a forecasted consolidated balance sheet and forecasted consolidated
statements of income and cash flows of Parent and its Subsidiaries for each such Fiscal Year, together with pro forma Compliance
Certificates for each such Fiscal Year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted
consolidated statements of income and cash flows of Parent and its Subsidiaries for each month of each such Fiscal Year, and (iv)
forecasts demonstrating adequate liquidity through the final maturity date of the Term Loan, together, in each case, with an explanation
of the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Agents;


 



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(j)           Insurance
Report. As soon as practicable and in any event within thirty days of the end of each Fiscal Year, a report in form and substance
satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Holdings
and its Subsidiaries and all material insurance coverage planned to be maintained by Holdings and its Subsidiaries in the immediately
succeeding Fiscal Year;


 


(k)          Environmental
Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits, assessments and reports
with respect to environmental matters at any Real Property Facility or which relate to the operations or any environmental liabilities
or obligations of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect;


 


(l)           Information
Regarding Collateral. (a) Borrower will furnish to Collateral Agent prior written notice of any change (i) in any Credit Party’s
legal name, (ii) in any Credit Party’s type of organization or (iii) in any Credit Party’s jurisdiction of organization.
Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under
the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid,
legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a
valid, legal and perfected security interest as contemplated in the Collateral Documents. Borrower also agrees promptly to notify
Collateral Agent if any material portion of the Collateral is damaged or destroyed;


 


(m)          Annual
Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal
Year pursuant to Section 5.1(c), Borrower shall deliver to Collateral Agent an Officer’s Certificate (i) either confirming
that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or
the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, or (ii) certifying
that all UCC financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations,
have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified in the Perfection
Certificate or pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral
Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period);


 


(n)          [Reserved];


 


(o)          Other
Information. (A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy
statements sent or made available generally by Parent or any Subsidiary of Parent to its security holders acting in such capacity,
(ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Parent or any of its Subsidiaries
with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority,
(iii) all press releases and other statements made available generally by Parent or any of its Subsidiaries to the public concerning
material developments in the business of Parent or any of its Subsidiaries, and (B) such other information and data with respect
to Parent or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent.


 


Documents required to
be delivered pursuant to Section 5.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered
(a) on the date on which the Borrower posts such documents, or provides a link thereto on its website on the Internet at the website
address or (b) on the date which such documents are filed for public availability on the Securities and Exchange Commission’s
Electronic Data Gathering and Retrieval System (EDGAR).


 




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5.2.        Existence.
Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its 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;
provided, no Credit Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise,
licenses and permits 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 such Person or to Lenders.


 


5.3.        Payment
of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any
of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon,
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, prior to the time when any penalty or fine shall be incurred
with respect thereto; provided, no such Tax or claim need be paid if it is being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall
be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become
a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral
to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing
of any consolidated income tax return with any Person (other than Holdings or any of its Subsidiaries). In addition, Borrower agrees
to pay to the relevant Governmental Authority or, at the option of the Administrative Agent, timely reimburse it for the payment
of, any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including,
without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise
from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement.


 


5.4.        Maintenance
of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of
Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements
thereof.


 


5.5.        Insurance.
Holdings will maintain or cause to be maintained, with financially sound and reputable insurers, (i) business interruption insurance
reasonably satisfactory to Administrative Agent, and (ii) casualty insurance, such public liability insurance, third party property
damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Holdings
and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation
engaged in similar businesses, 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. Without limiting the generality of
the foregoing, Holdings will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property
that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable
regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral
under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks
as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses.
Each such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders as an additional insured thereunder as its
interests may appear, and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory
in form and substance to Collateral Agent, that names Collateral Agent, on behalf of Secured Parties as the loss payee thereunder
and, to the extent available, provides for at least thirty days’ prior written notice to Collateral Agent of any modification
or cancellation of such policy.


 




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5.6.        Inspections.
Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Agent
or any Lender to visit and inspect any of the properties of any Credit Party and any of its respective 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, all upon reasonable notice and at such reasonable times
during normal business hours and as often as may reasonably be requested; provided, however, in the absence of an
Event of Default, such inspections, visits and discussions shall be limited to three times per Fiscal Year.


 


5.7.        Lenders
Meetings. Holdings and Borrower will, upon the request of Administrative Agent or Required Lenders, participate in a meeting
of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other
location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative
Agent.


 


5.8.        Compliance
with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries to comply, with the requirements of all
applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance
with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


5.9.        Environmental.


 


(a)          Environmental
Disclosure. Holdings will deliver to Administrative Agent and Lenders:


 


(i)          as
soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any
kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, Governmental
Authorities or any other Persons, with respect to significant environmental matters at any Real Property Facility or with respect
to any Environmental Claims;


 


(ii)         promptly
upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal,
state or local governmental or regulatory agency under any Environmental Laws, (2) any remedial, corrective, abatement or other
response action taken by Holdings or any other Person in response to (A) the Release or presence of any Hazardous Materials
that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (B) any Environmental
Claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (3) Holdings
or Borrower’s discovery of any occurrence, event or condition on any real property adjoining or in the vicinity of any Real
Property Facility that could cause such Real Property Facility or any part thereof to be subject to any material restrictions on
the ownership, occupancy, transferability or use thereof under any Environmental Laws;


 


(iii)        as
soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any and all written
communications with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority, and (3) any request for
information from any Governmental Authority that suggests such agency is investigating whether Holdings or any of its Subsidiaries
may be a potentially responsible party for the Release of any Hazardous Materials; and


 




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(iv)        prompt
written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Holdings or any of
its Subsidiaries that could reasonably be expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental
Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the
ability of Holdings or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required
under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Holdings or any of its
Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Holdings or any of its Subsidiaries
to any additional material obligations or requirements under any Environmental Laws that could reasonably be expected to have a
Material Adverse Effect.


 


(v)         with
reasonable promptness, such other documents as from time to time may be reasonably requested by Administrative Agent related to
any matters disclosed pursuant to this Section 5.9(a).


 


(b)          Hazardous
Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take,
any and all actions necessary to (i) comply with Environmental Law and to cure any violation of or non-compliance with Environmental
Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries
and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


5.10.      Subsidiaries.
In the event that any Person becomes a Domestic Subsidiary of Holdings, Holdings shall (a) within 30 days (or such longer period
agreed by the Administrative Agent) with such Person becoming a Domestic Subsidiary cause such Domestic Subsidiary to become a
Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and
Collateral Agent a Joinder Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered,
all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(f),
3.1(g), 3.1(h), 3.1(k) (to the extent reasonably requested by the Administrative Agent). In the event that any Person becomes a
Foreign Subsidiary of Holdings, and the ownership interests of such Foreign Subsidiary are owned by Holdings or by any Domestic
Subsidiary thereof, Holdings shall, or shall cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements,
and certificates as are similar to those described in Section 3.1(b), and Holdings shall take, or shall cause such Domestic Subsidiary
to take, all of the actions necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit
of Secured Parties, under the Pledge and Security Agreement in 65% of the ownership interests in such Foreign Subsidiary. With
respect to each such Subsidiary, Borrower shall, concurrently with delivery of the joinder documentation referenced above, send
to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary
of Borrower, and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of Borrower;
provided, such written notice shall be deemed to supplement Schedule 4.1 and 4.2 for all purposes hereof.


 


5.11.      Additional
Material Real Estate Assets.


 


(a)          In
the event that any Credit Party acquires a Material Real Estate Asset after the Closing Date, within 90 days (or such longer period
agreed to by the Administrative Agent) of acquiring such Material Real Estate Asset, shall take all such actions and execute and
deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates
similar to those described in Section 3.1(h) and 5.11(b) with respect to each such Material Real Estate Asset that Collateral
Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject
to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets.


 




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(b)          In
order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and perfected First Priority security
interest in any Material Real Estate Assets, the relevant Credit Party shall deliver to Administrative Agent and Collateral Agent:


 


(i)          fully
executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering
such Material Real Estate Asset;


 


(ii)         an
opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which such Material Real
Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other
matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;


 


(iii)        (a)
ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably
satisfactory to Collateral Agent with respect to such Material Real Estate Asset (each, a “Title Policy”), in
amounts not less than the fair market value of such Material Real Estate Asset, together with a title report issued by a title
company with respect thereto, dated not more than thirty days prior to execution of the Mortgage and copies of all recorded documents
listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral
Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate
Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance
of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection
with recording any Mortgages for each Material Real Estate Asset in the appropriate real estate records;


 


(iv)        evidence
of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National
Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve
System, in form and substance reasonably satisfactory to Collateral Agent;


 


(v)         ALTA
surveys of such Material Real Estate Asset, certified to Collateral Agent and dated not more than thirty days prior to execution
of the relevant Mortgage; and


 


(vi)        reports
and other information, in form, scope and substance satisfactory to Administrative Agent, regarding environmental matters relating
to such Material Real Estate Asset, which reports shall include a Phase I report for each Material Real Estate Asset specified
by Administrative Agent.


 


(c)          In
addition to the foregoing, Borrower shall, at the reasonable request of Required Lenders, deliver, from time to time, to Administrative
Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent
has been granted a Lien.


 


5.12.      Landlord
Collateral Access Agreements. Each Credit Party shall use commercially reasonable efforts to obtain a Landlord Collateral Access
Agreement within 60 days of the Closing Date or acquisition thereof, from the lessor of each leased property with respect to (to
the extent leased) Borrower’s headquarters and each location where any Collateral having a fair market value in excess of
$1,000,000 is stored or where material books and records are located, which agreement shall be reasonably satisfactory in form
and substance to Administrative Agent.


 




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5.13.      Further
Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral
Agent may reasonably request in order to effect fully the purposes of the Credit Documents, including providing Lenders with any
information reasonably requested pursuant to Section 10.21. In furtherance and not in limitation of the foregoing, each Credit
Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that
the Obligations are guarantied by the Guarantors and are secured by the Collateral.


 


5.14.      Miscellaneous
Business Covenants. Unless otherwise consented to by Agents and Required Lenders:


 


(a)          Cash
Management Systems. Holdings and its Subsidiaries shall establish and maintain cash management systems reasonably acceptable
to Administrative Agent, including, without limitation, with respect to blocked account arrangements.


 


(b)          Communication
with Accountants. Each Credit Party executing this Agreement authorizes Administrative Agent to communicate directly with such
Credit Party’s independent certified public accountants and authorizes and shall instruct those accountants, in each case
subject to such accountants’ customary policies and procedures, to communicate with Administrative Agent and each Lender
information relating to any Credit Party with respect to the business, results of operations and financial condition of any Credit
Party; provided however, that Administrative Agent shall provide such Credit Party with notice at least three (3) Business
Days prior to first initiating any such communication and such Credit Party and any of its Subsidiaries shall be given the right
to be present at or participate in such discussions and communications.


 


5.15.      Post-Closing
Matters. Borrower shall, and shall cause each of the Credit Parties to, satisfy the requirements set forth on Schedule 5.15
on or before the date specified for such requirement or such later date to be determined by the Agent.


 


section
6.        NEGATIVE COVENANTS


 


Each Credit Party covenants
and agrees that until the Facility Termination Date, such Credit Party shall perform, and shall cause each of its Subsidiaries
to perform, all covenants in this Section 6.


 


6.1.        Indebtedness.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty,
or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:


 


(a)          the
Obligations;


 


(b)          Indebtedness
of any Guarantor Subsidiary to Borrower or to any other Guarantor Subsidiary, or of Borrower to any Guarantor Subsidiary; provided,
(i) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant
to the Pledge and Security Agreement and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to
the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination
agreement that in any such case, is reasonably satisfactory to Administrative Agent;


 




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(c)          Subordinated
Indebtedness and refinancings and extensions of any such Subordinated Indebtedness in accordance in all respects with the requirements
in respect thereof set forth in Section 6.5(iii);


 


(d)          Indebtedness
incurred by Holdings or any of its Subsidiaries arising from agreements providing for indemnification or from guaranties or letters
of credit, surety bonds or performance bonds securing the performance of Borrower or any such Subsidiary pursuant to such agreements,
in each case, in the ordinary course of business;


 


(e)          Indebtedness
which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred
in the ordinary course of business;


 


(f)           Indebtedness
in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;


 


(g)          guaranties
in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Holdings and its Subsidiaries;


 


(h)          guaranties
by Borrower of Indebtedness of a Guarantor Subsidiary or guaranties by a Subsidiary of Borrower of Indebtedness of Borrower or
a Guarantor Subsidiary with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section
6.1;


 


(i)           Indebtedness
described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions
expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement,
and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable, taken
as a whole, to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to
maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness
permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not
an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness
being renewed, extended or refinanced (plus any fees and expenses and including any unfunded or available commitments), or (C)
be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;


 


(j)           Indebtedness
in an aggregate amount not to exceed at any time $1,000,000 with respect to (x) Capital Leases and (y) purchase money Indebtedness
(including any Indebtedness acquired in connection with a Permitted Acquisition); provided, in the case of clause (x), that
any such Indebtedness shall be secured only by the asset subject to such Capital Lease, and, in the case of clause (y), that any
such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness;


 


(k)          other
Indebtedness of Holdings and its Subsidiaries in an aggregate amount not to exceed at any time $5,000,000;


 


(l)           unsecured
earn-outs, deferred purchase price payments and working capital adjustments incurred in connection with Permitted Acquisitions,
subject in each case to the limitations set forth in Section 6.9(e);


 




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(m)         indebtedness
to a bank arising from the honoring by that bank of a check, draft or other similar instrument drawn against insufficient funds
in the ordinary course of business;


 


(n)          Indebtedness
consisting of the financing of insurance premiums in the ordinary course of business;


 


(o)          Indebtedness
existing under any credit card or similar cash management program in an aggregate amount not to exceed at any time $500,000;


 


(p)          Indebtedness
consisting of promissory notes issued by Holdings or any of its Subsidiaries to current or former officers, managers, consultants,
directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of equity interests
of the Borrower or Holdings or Parent permitted by Section 6.5; provided, such Indebtedness shall be subordinated in right
of payment to the payment in full of the Obligations pursuant to terms reasonably satisfactory to the Administrative Agent; and


 


(q)          Indebtedness
in respect of letters of credit in an aggregate principal amount not to exceed at any time $3,000,000.


 


6.2.        Liens.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit
to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods
or accounts receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits
therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any
Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice
statute, except:


 


(a)          Liens
in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;


 


(b)          Liens
for Taxes (i) not yet delinquent, or (ii) not required to be paid under Section 5.3 hereof;


 


(c)          statutory
Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and
other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue
Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts
that are overdue and that (in the case of any such amounts overdue for a period in excess of thirty days) are being contested in
good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by
GAAP shall have been made for any such contested amounts;


 


(d)          Liens
consisting of pledges or deposits incurred in the ordinary course of business in connection with workers’ compensation, unemployment
insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money or other Indebtedness) or to secure liability to insurance carriers,
so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account
thereof;


 




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(e)          easements,
rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will
not interfere in any material respect with the ordinary conduct of the business of Holdings or any of its Subsidiaries;


 


(f)           any
interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;


 


(g)          Liens
solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or
purchase agreement permitted hereunder;


 


(h)          purported
Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property
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 goods;


 


(j)           any
zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any
real property;


 


(k)          licenses
of patents, trademarks and other intellectual property rights granted by Holdings or any of its Subsidiaries in the ordinary course
of business and not interfering in any respect with the ordinary conduct of the business of Borrower or such Subsidiary;


 


(l)           Liens
described in Schedule 6.2;


 


(m)         Liens
securing Capital Leases and/or purchase money Indebtedness permitted pursuant to Section 6.1(j); provided, any such Lien
shall encumber only the asset acquired with the proceeds of such Indebtedness;


 


(n)          licenses,
sublicenses, leases or subleases granted to third parties in the ordinary course of business not interfering with the ordinary
conduct of the business of the Credit Parties or any of their Subsidiaries in the ordinary course of business;


 


(o)          Liens
securing cash collateral for letters of credit permitted by Section 6.1(d) or (q); and


 


(p)          additional
Liens on property of the Credit Parties or any of their Subsidiaries not otherwise permitted by this Section 6.2 that secure obligations
up to an aggregate amount of $1,000,000 for all such Liens at any time.


 


6.3.        [Reserved].


 


6.4.        No
Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness
or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale and (b) restrictions by reason of customary
provisions restricting assignments, subletting 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 or the property or assets subject to such leases, licenses or similar agreements, as the case may be) no Credit Party nor
any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties
or assets, whether now owned or hereafter acquired.


 




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6.5.        Restricted
Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries through any manner or means or through any other
Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart,
any sum for any Restricted Payment except that the Credit Parties may (i) make Restricted Payments to Holdings (and Holdings may
make Restricted Payments to Parent) in an aggregate amount not to exceed $500,000 in any trailing twelve month period, to the extent
necessary to permit Holdings or the Parent to pay general administrative costs and expenses, (ii) make Restricted Payments to Holdings
(and Holdings may make Restricted Payments to Parent) to the extent necessary to permit Holdings (and, to the extent applicable,
Parent) to discharge the consolidated tax liabilities of Parent and its Subsidiaries (solely to the extent such taxes are imposed
with respect to the income or activities of Borrower and its Subsidiaries), (iii) pay amounts permitted by the subordination terms
(including, without limitation, the prepayment restrictions set forth in Section 2.7 of the Parent Convertible Notes Credit
Agreement) applicable to Subordinated Indebtedness permitted hereunder and refinancings and extensions of any such Subordinated
Indebtedness if the terms and conditions thereof are not less favorable, taken as a whole, to the obligor thereon or to the Lenders
than the Indebtedness being refinanced or extended (it being understood that the subordination terms of any such refinanced or
extended Subordinated Indebtedness shall be on substantially identical terms as the Indebtedness so refinanced or otherwise reasonably
satisfactory to the Administrative Agent), and the average life to maturity thereof is greater than or equal to that of the Indebtedness
being refinanced or extended, in each case, so long as any such Credit Party applies the amount of any such Restricted Payment
for such purpose; provided, any such refinanced or extended Subordinated Indebtedness shall not (x) include Indebtedness of
any obligor that was not an obligor with respect to the Subordinated Indebtedness being refinanced or extended, (y) exceed
in principal amount the Subordinated Indebtedness being refinanced or extended (plus any fees, premiums and expenses and including
any unfunded or available commitments) or (z) be incurred, created or assumed if any Default or Event of Default has occurred
and is continuing or would result therefrom, (iv) make Restricted Payments solely in the form of Capital Stock, (v) make Restricted
Payments to other Credit Parties and (vi) so long as no Default or Event of Default shall have occurred and be continuing or shall
immediately be caused thereby, Restricted Payments to Holdings, and, if applicable (but without duplication), Holdings may make
Restricted Payments to Parent, the proceeds of which shall be used solely to purchase or redeem from current or former employees,
members of the board of directors, managers, consultants (or their respective estates, spouses or former spouses) of Parent or
Holdings, on account of the death, termination, resignation or other voluntary or involuntary cessation of such person’s
employment or directorship, shares of such Parent’s or Holdings’ equity interests or options or warrants to acquire
such equity interests in an aggregate amount for all such payments not to exceed $1,000,000 in any Fiscal Year (with unused amounts
in any Fiscal Year being carried over to succeeding Fiscal Years subject to a maximum of $2,500,000 in any Fiscal Year).


 


6.6.        Restrictions
on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries
to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary of Borrower to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital
Stock owned by Borrower or any other Subsidiary of Borrower, (b) repay or prepay any Indebtedness owed by such Subsidiary to Borrower
or any other Subsidiary of Borrower, (c) make loans or advances to Borrower or any other Subsidiary of Borrower, or (d) transfer
any of its property or assets to Borrower or any other Subsidiary of Borrower other than restrictions (i) in agreements evidencing
purchase money Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired, (ii) by reason of
customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements
and similar agreements entered into in the ordinary course of business, and (iii) that are or were created by virtue of any transfer
of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under
this Agreement.


 




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6.7.        Investments.
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including without limitation any Joint Venture and any Foreign Subsidiary, except:


 


(a)          Investments
in Cash and Cash Equivalents;


 


(b)          equity
Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date among the Borrower and/or
one or more Subsidiaries that are Credit Parties;


 


(c)          Investments
(i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and (ii)
deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices
of Holdings and its Subsidiaries;


 


(d)          intercompany
loans to the extent permitted under Section 6.1(b);


 


(e)           loans
and advances to employees of Holdings and its Subsidiaries (i) made in the ordinary course of business and described on Schedule
6.7, and (ii) any refinancings of such loans after the Closing Date in an aggregate amount not to exceed $100,000 in any Fiscal
Year;


 


(f)           Investments
made in connection with Permitted Acquisitions permitted pursuant to Section 6.9;


 


(g)          Investments
described in Schedule 6.7;


 


(h)          Investments
of a Person (in each case, which is an Investment permitted by this Section 6.7) that is (i) acquired and becomes a Subsidiary
or (ii) merged or amalgamated or consolidated into any Subsidiary, in each case, in connection with a Permitted Acquisition
after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such Permitted
Acquisition, merger, amalgamation or consolidation and were in existence on the date of such Permitted Acquisition, merger, amalgamation
or consolidation; and


 


(i)           other
Investments in an aggregate amount not to exceed at any time $2,500,000.


 


6.8.        OFAC;
USA Patriot Act; Anti-Corruption Laws. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail
to comply with the laws, regulations and executive orders referred to in Section 4.28. No Credit Party nor any Subsidiary of a
Credit Party, nor any director, officer, agent, employee, or other person acting on behalf of a Credit Party or any Subsidiary
of a Credit Party, will use the proceeds of the Term Loan, directly or indirectly, for any payments to any Person, including any
government 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, or otherwise take
any action, directly or indirectly, that would result in a violation of any Anti-Corruption Laws. Furthermore, the Credit Parties
will not, directly or indirectly, use the proceeds of the transaction, or lend, contribute or otherwise make available such proceeds
to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities of or business with any Person, or
in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result
in a violation by any Person participating in the transaction of any Sanctions.


 




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6.9.        Fundamental
Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, consummate
any transaction of merger or consolidation, consummate a Division/Series Transaction, or liquidate, wind-up or dissolve itself
(or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or
otherwise 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, or
acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital
expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial
ownership of, any Person or any division or line of business or other business unit of any Person, except:


 


(a)          any
Subsidiary of Holdings may be merged with or into Borrower or any Guarantor Subsidiary, or be liquidated, wound up or dissolved,
or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in
one transaction or a series of transactions, to Borrower or any Guarantor Subsidiary; provided, in the case of such a merger,
Borrower or such Guarantor Subsidiary, as applicable shall be the continuing or surviving Person;


 


(b)          sales
or other dispositions of assets that do not constitute Asset Sales;


 


(c)          Asset
Sales, the proceeds of which, when aggregated with the proceeds of all other Asset Sales made within the trailing twelve month
period, are less than $1,000,000; provided (1) the consideration received for such assets shall be in an amount at least
equal to the fair market value thereof (determined in good faith by the board of directors of Borrower (or similar governing body)),
(2) no less than 75% thereof shall be paid in Cash, and (3) the Net Asset Sale Proceeds thereof shall be applied as required by
Section 2.9(a);


 


(d)          disposals
of obsolete, surplus or worn out property;


 


(e)          Permitted
Acquisitions; provided, that the aggregate consideration paid as purchase price consideration (including, without limitation,
Cash consideration, unsecured earnouts (valued at the time of the making of such Investment in accordance with GAAP) and deferred
purchase price payments) does not exceed $10,000,000 in the aggregate from the Closing Date to the date of determination;


 


(f)           Investments
made in accordance with Section 6.7;


 


(g)          dispositions
of inventory or equipment in the ordinary course of business;


 


(h)          dispositions
of Cash Equivalents;


 


(i)           dispositions
of accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) or, in the case of
accounts receivable in default, in connection with the collection or compromise thereof and, in any event, not involving any securitization
thereof;


 


(j)            leases,
subleases, licenses or sublicenses, in each case, in the ordinary course of business and which do not materially interfere with
the business of the Credit Parties; and


 


(k)          (i) any
termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect of real
or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual
rights or litigation claims in the ordinary course of business, in each case, which do not materially interfere with the business
of the Credit Parties.


 




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provided, that,
upon not less than ten (10) Business Days prior written notice to Administrative Agent, any Subsidiary of Borrower may enter into
a Division/Series Transaction so long as (x) no Default or Event of Default has occurred and is continuing or would arise therefrom,
(y) immediately after giving effect to such Division/Series Transaction, both (or all) the surviving Persons (and all series thereof)
and any newly resulting Person (and all series thereof) remain or become, as applicable, Guarantors hereunder (to the extent the
applicable Subsidiary entering into such Division/Series Transaction was originally a Guarantor), any resulting Person (and all
series thereof) complies with the requirements of Section 5.10 and Section 5.13, if applicable, (for the avoidance of doubt, at
the time of such Division/Series Transaction, without giving effect to any grace periods provided therein) and, after giving effect
to any actions taken under Section 5.10 and Section 5.13, if applicable, both the surviving Person (and all series thereof) and
any resulting Person (and all series thereof) are in compliance with the requirements of the Collateral Documents and (z) if any
such Division/Series Transaction is consummated, each division or series of a Person created thereby shall be subject to all of
the terms and provisions of this Agreement and the other Credit Documents, and the Liens in favor of Collateral Agent, as fully
as if such Person was subject hereto and thereto prior to giving effect to such Division/Series Transaction (and the Credit Parties
shall be required to ensure such division or series complies with all terms and provisions of this Agreement and the other Credit
Documents as fully as if such division or series was a Subsidiary of a Credit Party), and, upon the request of the Administrative
Agent, the applicable Person, division and series shall reaffirm the foregoing in writing in form and substance reasonably acceptable
to Administrative Agent.


 


6.10.      Disposal
of Subsidiary Interests. Except for any sale of all of its interests in the Capital Stock of any of its Subsidiaries in compliance
with the provisions of Section 6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly
sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors
if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another Credit Party (subject to the restrictions
on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.


 


6.11.      Sales
and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain
liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any
other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Holdings or any of
its Subsidiaries) in connection with such lease.


 


6.12.      Transactions
with Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries 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 Holdings; provided, however, that the Credit Parties and their Subsidiaries may enter into
or permit to exist any such transaction if the terms of such transaction are not less favorable to Holdings or that Subsidiary,
as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; further,
provided, that the foregoing restrictions shall not apply to (a) any transaction between Borrower and any Guarantor Subsidiary;
(b) reasonable and customary fees and indemnitees paid to members of the board of directors (or similar governing body) of Holdings
and its Subsidiaries; (c) compensation arrangements for officers and other employees of Holdings and its Subsidiaries entered into
in the ordinary course of business; (d) transactions described in Schedule 6.12 and amendments thereof which are not materially
adverse to the Lenders; (e) Indebtedness permitted by Sections 6.1(b), (h) and (p), Restricted Payments permitted by Section 6.5
and Investments permitted by Sections 6.7(b), (d), (e) and (h); (f) consummation of the Transactions; and (g) for the
avoidance of doubt, fees, expenses, indemnity and expense reimbursement payable to Jefferies LLC and its Affiliates in connection
with the Transactions, including pursuant to the Engagement Letters dated as of May 15, 2018 and October 10, 2018 between the Parent
and Jefferies LLC. Borrower shall disclose in writing each material transaction with any Affiliate of Holdings or of any such holder
to Administrative Agent; provided, however, the Borrower shall not be required to disclose in writing any transaction
permitted by clauses (a), (b), (c), (f) and (g) above.


 




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6.13.      Conduct
of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage
in any business other than (i) the businesses engaged in by such Credit Party on the Closing Date or any business reasonably related
thereto and (ii) such other lines of business as may be consented to by the Administrative Agent and Required Lenders.


 


6.14.      Permitted
Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability
whatsoever other than the Indebtedness and obligations under the Related Agreements; (b) create or suffer to exist any Lien upon
any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which
it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding
100% of the Capital Stock of Borrower; (ii) performing its obligations and activities incidental thereto under applicable laws
and regulations, the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; (iii) making Restricted
Payments and Investments and other actions to the extent permitted by this Agreement; (iv) the execution and delivery or, and the
performance of rights and obligations under, any guarantees of leases or insurance obligations or other guarantees (including in
connection with workers compensation insurance or self-insurance), in each case, to the extent permitted hereunder; (v) providing
indemnification to officers and directors in the ordinary course of business and (vi) participating in tax, accounting and other
administrative matters as a member of the consolidated group of Holdings and the Borrower and its Subsidiaries; (d) consolidate
with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise
dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in
any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other
Persons.


 


6.15.      [Reserved].


 


6.16.      Amendments
or Waivers with Respect to Subordinated Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
amend or otherwise change the terms of any Subordinated Indebtedness, or make any payment consistent with an amendment thereof
or change thereto, if the effect of such amendment or change is to increase the interest rate on such Subordinated Indebtedness,
increase the principal amount thereof, change (to earlier dates) any dates upon which payments of principal or interest are due
thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such
event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of such Subordinated Indebtedness (or of any guaranty thereof), or if the effect of such amendment
or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder
or to confer any additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to any Credit Party or Lenders.


 


6.17.      Fiscal
Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year end from December 31.


 




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6.18.      Deposit
Accounts and Other Accounts. No Credit Party shall establish or maintain a deposit, securities, commodity or similar account
that is not subject to a Control Agreement and no Credit Party will deposit proceeds in a deposit account which is not subject
to a Control Agreement, in each case, other than (a) any payroll account so long as such payroll account is a zero balance account
or is funded no earlier than the Business Day immediately prior to the date of any payroll disbursements and in an amount not exceeding
the same, (b) petty cash accounts and amounts on deposit which do not exceed $200,000 in the aggregate at any one time, (c) withholding
and other tax, employee benefit plan, client custodial, escrow and fiduciary accounts, (d) accounts subject to Liens in accordance
with Section 6.2(o) and (e) accounts with IberiaBank serving as cash collateral for the Credit Parties’ purchasing card program
(such excluded accounts, “Excluded Accounts”) as of and after the Closing Date; provided, it is agreed and understood
that the Credit Parties shall have until the date that is sixty (60) days following the Closing Date or the closing date of any
Permitted Acquisition, as applicable (or such later date as may be agreed to by Administrative Agent in its sole discretion) to
comply with the provisions of this Section 6.18 with regard to any such accounts (other than Excluded Accounts) of the Credit Parties
existing on the Closing Date or acquired in connection with any Permitted Acquisition.


 


6.19.      Amendments
to Organizational Agreements and Material Contracts. No Credit Party shall (a) amend or permit any amendments to any Credit
Party’s Organizational Documents; or (b) amend or permit any amendments to, or terminate or waive any provision of,
any Material Contract if such amendment, termination, or waiver would be materially adverse to Administrative Agent or the Lenders.


 


6.20.      Prepayments
of Subordinated Indebtedness. No Credit Party shall, nor shall it permit any of its Affiliates to, directly or indirectly,
purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect of any Subordinated
Indebtedness prior to its scheduled maturity, other than Restricted Payments permitted pursuant to Section 6.5(iii).


 


6.21.      Minimum
Liquidity Covenant. Borrower shall not permit Consolidated Liquidity to be less than $15,000,000 as of the last day of each
Fiscal Quarter ending prior to the Term Loan Maturity Date.


 


section
7.      GUARANTY


 


7.1.        Guaranty
of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally
guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations
when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code,
11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).


 


7.2.        Contribution
by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”),
in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution
is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments
exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing
Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of
such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an
amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor, to (ii) the
aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by, (b) the aggregate amount
paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed.
“Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination,
the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations
hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or
any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share
Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities
of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to
or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate
Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the
aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this
Guaranty (including, without limitation, in respect of this Section 7.2), minus (2) the aggregate amount of all payments received
on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section
7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution
is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in
this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor
is a third party beneficiary to the contribution agreement set forth in this Section 7.2.


 




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7.3.        Payment
by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not
in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that
upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon
demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to
the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such
Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy
Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in
the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.


 


7.4.        Liability
of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than
payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each
Guarantor agrees as follows:


 


(a)          this
Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and
not merely a contract of surety;


 


(b)          Administrative
Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between
Borrower and any Beneficiary with respect to the existence of such Event of Default;


 


(c)          the
obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor
(including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not
Borrower is joined in any such action or actions;


 


(d)          payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality
of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to
pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent
satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the
Guaranteed Obligations;


 




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(e)          any
Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder,
from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner
or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer
of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations
and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute,
compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any
other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof,
or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary
in its discretion may determine consistent herewith or the applicable Interest Rate Agreement and Currency Agreement and any applicable
security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any
right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed
Obligations; and (vi) exercise any other rights available to it under the Credit Documents or Interest Rate Agreements and Currency
Agreements; and


 


(f)           this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including
the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order
of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Credit Documents or any Interest Rate Agreement or Currency Agreement, at law, in equity or otherwise)
with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security
for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents,
any of the Interest Rate Agreements or Currency Agreements or any agreement or instrument executed pursuant thereto, or of any
other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such
Credit Document, such Interest Rate Agreement or Currency Agreement or any agreement relating to such other guaranty or security;
(iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable
in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit
Documents or any of the Interest Rate Agreements or Currency Agreements or from the proceeds of any security for the Guaranteed
Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations)
to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such
payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or
termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring
of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which
secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against
any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute
of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to
do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect
of the Guaranteed Obligations.


 




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7.5.        Waivers
by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as
a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other
Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower,
any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit
on the books of any Beneficiary in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary
whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower
or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed
Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other
Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule
of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than
that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed
Obligations, except behavior which amounts to gross negligence, willful misconduct or bad faith; (e) (i) any principles or provisions
of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of
such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence
and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject
thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default hereunder, the Interest Rate Agreements or Currency Agreements or any agreement
or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement
related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and
any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the
liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.


 


7.6.        Guarantors’
Rights of Subrogation, Contribution, etc. Until the Facility Termination Date, each Guarantor hereby waives any claim, right
or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any
of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case
whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without
limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against
Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy
that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any
collateral or security now or hereafter held by any Beneficiary. In addition, until the Facility Termination Date, each Guarantor
shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor)
of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each
Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral
or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate
to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such
collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to
any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time prior to the
Facility Termination Date, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith
be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations,
whether matured or unmatured, in accordance with the terms hereof.


 




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7.7.        Subordination
of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or hereafter held by any 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 Administrative
Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries 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.


 


7.8.        Continuing
Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until the Facility Termination Date. Each Guarantor
hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.


 


7.9.        Authority
of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor
or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.


 


7.10.      Financial
Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time, and any Interest Rate Agreements
or Currency Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor
regardless of the financial or other condition of Borrower at the time of any such grant or continuation or at the time such Interest
Rate Agreement or Currency Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each
Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower
and its ability to perform its obligations under the Credit Documents and the Interest Rate Agreements and Currency Agreements,
and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes
any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions
of Borrower now known or hereafter known by any Beneficiary.


 


7.11.      Bankruptcy,
etc.


 


(a)          So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative
Agent acting pursuant to the instructions of Required Lenders, commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of Guarantors hereunder
shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any
other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of
any court or administrative body resulting from any such proceeding.


 




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(b)          Each
Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement
of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases
to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on
such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by
Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion
of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for
the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of,
any such interest accruing after the date on which such case or proceeding is commenced.


 


(c)          In
the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s)
are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any
such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.


 


7.12.      Discharge
of Guaranty Upon Sale of Guarantor. If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder
shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof,
the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and
released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.


 


section
8.      EVENTS OF DEFAULT


 


8.1.       Events
of Default. If any one or more of the following conditions or events shall occur (each an “Event of Default”):


 


(a)          Failure
to Make Payments When Due. Failure by Borrower to pay (i) the principal of and premium, if any, on the Term Loan whether at
stated maturity, by acceleration or otherwise; (ii) when due any installment of principal of the Term Loan, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; or (iii) within three (3) Business Days after the same shall become due, any
interest on the Term Loan or any fee or any other amount due hereunder.


 


(b)          Default
in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to pay when due any principal
of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred
to in Section 8.1(a)) in an individual principal amount of $1,500,000 or more or with an aggregate principal amount of $3,500,000
or more, in each case beyond any applicable grace or cure period, if any, provided therefor; or (ii) breach or default by any Credit
Party or any of their respective Subsidiaries with respect to any other material term of (1) one or more items of Indebtedness
in the individual or aggregate principal amounts referred to in clause (i) above, or (2) any loan agreement, mortgage, indenture
or other agreement relating to such item(s) of Indebtedness, in each case beyond any applicable grace or cure period, if any, provided
therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee
on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or subject to a compulsory
repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be;
or


 




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(c)          Breach
of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.3,
Section 5.1(b), (c), (d), (f) or (i), Section 5.2, Section 5.5, Section 5.6, Section 5.7, Section 5.10, Section 5.11, Section 5.15
or Section 6; or


 


(d)          Breach
of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party
in any Credit Document or in any statement or certificate at any time given by any Credit 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; or


 


(e)          Other
Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained
herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and
such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party
becoming aware of such default, or (ii) receipt by Borrower of notice from Administrative Agent or any Lender 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 Parent or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be
granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Parent or any of its
Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator,
trustee, custodian or other officer having similar powers over Parent or any of its Subsidiaries, or over all or a substantial
part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Parent or any of its 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 Parent or any of
its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed,
bonded or discharged; or


 


(g)          Voluntary
Bankruptcy; Appointment of Receiver, etc. (i) Parent or any of its Subsidiaries shall have an order for relief entered with
respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency
or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession
by a receiver, trustee or other custodian for all or a substantial part of its property; or Parent or any of its Subsidiaries shall
make any assignment for the benefit of creditors; or (ii) Parent or any of its Subsidiaries shall be unable, or shall fail generally,
or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing
body) of Parent or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action
to approve any of the actions referred to herein or in Section 8.1(f); or


 


(h)          Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process involving (i) in any individual case
an amount in excess of $1,500,000 or (ii) in the aggregate at any time an amount in excess of $3,500,000 (in either case to the
extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has not denied coverage) shall
be entered or filed against Holdings or any of its 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


 




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(i)           Dissolution.
Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party
and such order shall remain undischarged or unstayed for a period in excess of thirty days; or


 


(j)           Employee
Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably
be expected to result in liability of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of
$2,000,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in
the imposition of a Lien or security interest under Section 430(k) of the Internal Revenue Code or under Section 303(k) of ERISA;
or


 


(k)          Change
of Control. A Change of Control shall occur; or


 


(l)           Guaranties,
Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the 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 Guarantor shall repudiate its obligations thereunder, (ii) this
Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof)
or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and 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 the failure of Collateral Agent or any Secured Party to take any action
within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or
deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document
to which it is a party;


 


THEN, (1) upon the occurrence of
any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default,
at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (A) the Commitments,
if any, of each Lender having such Commitments shall immediately terminate; (B) each of the following shall immediately become
due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly
waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Term Loan, and (II) all other Obligations;
and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to
Collateral Documents.


 


section
9.      AGENTS


 


9.1.        Appointment
of Agents. Luxor Capital is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit
Documents and each Lender hereby authorizes Luxor Capital, in such capacity, to act as its agent in accordance with the terms hereof
and the other Credit Documents. Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents,
as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have
any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each
Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for Holdings or any of its Subsidiaries.


 




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9.2.        Powers
and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise
such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such
Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each
Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each
Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall
have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein
or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent
any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.


 


9.3.        General
Immunity.


 


(a)          No
Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any
Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for
the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations,
nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Term Loan or as to the
existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything
contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations
of the amount of outstanding Term Loan or the component amounts thereof.


 


(b)          Exculpatory
Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action
taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by or resulting
from such Agent’s bad faith, gross negligence or willful misconduct, as determined by a court of competent jurisdiction in
a final, non-appealable order. Each Agent shall be entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion
or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof
from Required Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt
of such instructions from Required Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or
(where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in
relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent
by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys
(who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it;
and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed)
refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Required Lenders (or
such other Lenders as may be required to give such instructions under Section 10.5).


 




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9.4.        Agents
Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose
any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in
the Term Loan, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it
were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context
clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from,
lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with
Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration
from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.


 


9.5.        Lenders’
Representations, Warranties and Acknowledgment.


 


(a)          Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings
and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal
of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on
a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any
credit or other information with respect thereto, whether coming into its possession before the making of the Term Loan or at any
time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any
information provided to Lenders.


 


(b)          Each
Lender, by delivering its signature page to this Agreement on the Closing Date, shall be deemed to have acknowledged receipt of,
and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Required Lenders
or Lenders, as applicable on the Closing Date.


 


(c)          Each
Lender (i) represents and warrants that as of the Closing Date neither such Lender nor its Affiliates or Related Funds owns or
controls, or owns or controls any Person owning or controlling, any trade debt or Indebtedness of any Credit Party other than the
Obligations or any Capital Stock of any Credit Party and (ii) covenants and agrees that from and after the Closing Date neither
such Lender nor its Affiliates and Related Funds shall purchase any trade debt or Indebtedness of any Credit Party other than the
Obligations or Capital Stock described in clause (i) above without the prior written consent of the Administrative Agent.


 


9.6.        Right
to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, their Affiliates
and their respective officers, partners, directors, trustees, employees and agents of each Agent (each, an “Indemnitee
Agent Party”), to the extent that such Indemnitee Agent Party shall not have been reimbursed by any Credit Party, for
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including
counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the
other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising out of this
Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE AGENT PARTY; provided, no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Indemnitee Agent Party’s bad faith, gross negligence or willful misconduct, as determined by a court
of competent jurisdiction in a final, non-appealable order. If any indemnity furnished to any Indemnitee Agent Party for any purpose
shall, in the opinion of such Indemnitee Agent Party, be insufficient or become impaired, such Indemnitee Agent Party may call
for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished;
provided, in no event shall this sentence require any Lender to indemnify any Indemnitee Agent Party against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata
Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Indemnitee Agent
Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described
in the proviso in the immediately preceding sentence.


 




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9.7.        Successor
Administrative Agent and Collateral Agent.


 


(a)          Administrative
Agent and Collateral Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Borrower.
Upon any such notice of resignation, Required Lenders shall have the right, upon 15 days’ prior written consent of the Borrower
(such consent not to be (a) unreasonably withheld, conditioned or delayed or (b) required if an Event of Default has
occurred and is continuing), to appoint a successor Administrative Agent and Collateral Agent. Upon the acceptance of any appointment
as Administrative Agent and Collateral Agent hereunder by a successor Administrative Agent and Collateral Agent, that successor
Administrative Agent and Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent and Collateral Agent and the retiring Administrative Agent and Collateral Agent
shall promptly (i) transfer to such successor Administrative Agent and Collateral Agent all sums, Securities and other items of
Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection
with the performance of the duties of the successor Administrative Agent and Collateral Agent under the Credit Documents, and (ii)
execute and deliver to such successor Administrative Agent and Collateral Agent such amendments to financing statements, and take
such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent
and Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent
and Collateral Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s
and Collateral Agent’s resignation hereunder as Administrative Agent and Collateral Agent, the provisions of this Section
9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent and Collateral
Agent hereunder.


 


(b)          Notwithstanding
anything herein to the contrary, Administrative Agent and Collateral Agent may assign their rights and duties as Administrative
Agent and Collateral Agent hereunder to an Affiliate of Luxor without the prior written consent of, or prior written notice to,
Borrower or the Lenders; provided that Borrower and the Lenders may deem and treat such assigning Administrative Agent and
Collateral Agent as the Administrative Agent and Collateral Agent for all purposes hereof, unless and until such assigning Administrative
Agent or Collateral Agent, as the case may be, provides written notice to Borrower and the Lenders of such assignment. Upon such
assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent
and Collateral Agent hereunder and under the other Credit Documents.


 


9.8.        Collateral
Documents and Guaranty.


 


(a)          Agents
under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as
applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the
Guaranty, the Collateral and the Collateral Documents.


 


(b)          Release
of Collateral or Guarantors. Each Secured Party hereby consents to the release and hereby directs the Administrative Agent
and Collateral Agent, as applicable, to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:


 




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(i)          any
Subsidiary of Borrower from its guaranty of any Obligation if all of the Capital Stock of such Subsidiary owned by any Credit Party
is sold or transferred in a transaction permitted under the Credit Documents (including pursuant to a waiver or consent), to the
extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant
to Section 5.10; and


 


(ii)         any
Lien held by Collateral Agent for the benefit of the Secured Parties against (x) any Collateral that is sold, transferred, conveyed
or otherwise disposed of by a Credit Party in a transaction permitted by the Credit Documents (including pursuant to a valid waiver
or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 5.10, Section 5.11 or Section
5.13 after giving effect to such transaction have been granted, (y) any property or asset subject to a Lien permitted hereunder
in reliance upon Section 6.2(m) and (z) all of the Collateral and all Credit Parties, upon (A) the occurrence of the Facility Termination
Date and (B) to the extent requested by an Agent, receipt by such Agent and the Secured Parties of liability releases from the
Credit Parties each in form and substance reasonably acceptable to the Administrative Agent.


 


(c)          Right
to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding,
Borrower, Administrative Agent, Collateral Agent and each Lender hereby agree that (i) no Lender shall have any right individually
to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies
hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers,
rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure
by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser
of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but
not any Lender or Lenders in its or their respective individual capacities unless 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 at 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 Collateral Agent at such sale.


 


9.9.        Certain
ERISA Matters.


 


(a)          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 Credit 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 Term Loan,
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 Term Loan, the Commitments and this Agreement,


 




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(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 Term Loan, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Term Loan, 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 Term Loan, 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.


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) 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
(a), 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 Credit 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 Term Loan, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents
related hereto or thereto).


 


section
10.    MISCELLANEOUS


 


10.1.      Notices.
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a
Credit Party, Collateral Agent or Administrative Agent, shall be sent to such Person’s address as set forth on Appendix B
or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated
to Administrative Agent in writing. Each notice hereunder shall be in writing and may be personally served, emailed or sent by
telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier
service and signed for against receipt thereof, upon receipt of telefacsimile or email, or three Business Days after depositing
it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective
until received by such Agent. Any notice given by email shall be considered received on the next Business Day following the day
transmitter sends any such notice; provided that any such notice shall not be considered received to the extent the transmitter
receives any confirmation that the email was not delivered to or received by the recipient.


 




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10.2.      Expenses.
The Borrower shall pay (a) all reasonable and documented out of pocket expenses incurred by the Agents and their Affiliates (including
the reasonable and documented fees, out-of-pocket charges and disbursements of one primary outside legal counsel for the Agents
and, if necessary or appropriate, one local counsel in each relevant jurisdiction and one regulatory counsel if reasonably required),
in connection with the syndication of the Term Loans and Commitments, the preparation, negotiation, execution, delivery and administration
of this Agreement and the other Credit Documents (including, without limitation, the reasonable out-of-pocket costs and expenses
of the Agents’ and their Affiliates’ due diligence investigation), or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (b) all
out of pocket expenses incurred by the Agents or any Lender (including the fees, charges and disbursements of one primary outside
counsel for the Agents, one primary outside counsel to the Lenders (and, in the case of a conflict of interest, additional counsels,
as appropriate) and if necessary or appropriate, of any special counsel and one local counsel in each relevant jurisdiction (and
in the case of a conflict of interest, additional counsels as appropriate) and one regulatory counsel if reasonably required) in
connection with the enforcement, collection or protection of their rights (A) in connection with this Agreement and the other Credit
Documents, including their rights under this Section, or (B) in connection with the Term Loans issued hereunder, including all
such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans. Notwithstanding
the foregoing, all expenses incurred by the Agents and their Affiliates in connection with the Transactions shall only be reimbursable
by the Borrower up to the cap set forth in respect thereof as set forth in the Commitment Letter.


 


10.3.      Indemnity.


 


(a)          In
addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated,
each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each
Agent and Lender, their Affiliates and their respective officers, partners, directors, trustees, employees and agents of each Agent
and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES,
WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE;
provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities
to the extent such Indemnified Liabilities arise from (i) the bad faith, gross negligence, willful misconduct or material breach
of this Agreement by any Indemnitee, as determined by a court of competent jurisdiction in a final, non-appealable order, of that
Indemnitee or (ii) disputes solely among Indemnitees not involving any act or omission of any Credit Party or any of their respective
Subsidiaries (other than a dispute against any Agent in their capacities as such). To the extent that the undertakings to defend,
indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative
of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This
Section 10.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or other
liabilities arising from any non-Tax claim.


 


(b)          To
the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders,
Agents and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract,
tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related
to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or
therein, the transactions contemplated hereby or thereby, the Term Loan or the use of the proceeds thereof or any act or omission
or event occurring in connection therewith, and Holdings and Borrower hereby waives, releases and agrees not to sue upon any such
claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.


 




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10.4.      Set
Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights,
upon the occurrence and during the continuance of any Event of Default, each Lender and its respective Affiliates each of is hereby
authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not
to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent),
any such notice being hereby expressly waived, to set-off and to appropriate and to apply any and all deposits (general or special,
including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts (in
whatever currency)) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of
any Credit Party (in whatever currency) against and on account of the obligations and liabilities of any Credit Party to such Lender,
the participations under the other Credit Documents, including all claims of any nature or description arising out of or connected
hereto and participations with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand
hereunder, (b) the principal of or the interest on the Term Loan or any other amounts due hereunder shall have become due and payable
pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured or (c) such
obligation or liability is owed to a branch or office of such Lender different from the branch or office holding such deposit or
obligation or such Indebtedness.


 


10.5.      Amendments
and Waivers.


 


(a)          Required
Lenders’ Consent. Subject to Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision
of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the
written concurrence of Administrative Agent and the Required Lenders.


 


(b)          Affected
Lenders’ Consent. Without the written consent of each Lender that would be affected thereby, no amendment, modification,
termination, or consent shall be effective if the effect thereof would:


 


(i)          extend
the scheduled final maturity of the Term Loan or any Note;


 


(ii)         waive,
reduce or postpone any scheduled repayment (but not prepayment);


 


(iii)        reduce
the rate of interest on the Term Loan (other than any waiver of any increase in the interest rate applicable to the Term Loan pursuant
to Section 2.6) or any fee payable hereunder;


 


(iv)        extend
the time for payment of any such interest or fees;


 


(v)         reduce
the principal amount of the Term Loan;


 


(vi)        amend,
modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c);


 


(vii)       amend
the definition of “Required Lenders” or “Pro Rata Share”; provided, with the consent
of Administrative Agent and the Required Lenders, additional extensions of credit pursuant hereto may be included in the determination
of “Required Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan
Commitments and the Term Loan are included on the Closing Date;


 


(viii)      release
all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly
provided in the Credit Documents; or


 




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(ix)         consent
to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.


 


(c)          Other
Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure
by any Credit Party therefrom, shall amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent,
or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of
such Agent.


 


(d)          Corrections;
Liens. Notwithstanding anything to the contrary contained in this Section 10.5, Agent and Borrower may amend or modify this
Agreement and any other Credit Document to (i) cure any ambiguity, omission, defect or inconsistency therein and (ii) grant a new
Lien for the benefit of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties
or join additional Persons as Credit Parties.


 


(e)          Execution
of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle
any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination,
waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by a Credit Party, on such Credit Party.


 


10.6.      Successors
and Assigns; Participations.


 


(a)          Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit
of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any
interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, Indemnitee Agent
Parties under Section 9.6, Indemnitees under Section 10.3, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


 


(b)          Register.
Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Term Loan listed therein for all purposes hereof, and no assignment or transfer of
any such Commitment or Term Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment
or transfer thereof shall have been delivered to and accepted by Administrative Agent and recorded in the Register as provided
in Section 10.6(e). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Term Loan shall be
owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the
time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and
binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Term Loan.


 


(c)          Right
to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including, without limitation, all or a portion of its Commitment or Term Loan owing to it or other Obligations
(provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations
under and in respect of the Term Loan and any related Commitments):


 




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(i)          to
any Person meeting the criteria of clause (a) of the definition of the term “Eligible Assignee” upon the giving
of notice to Administrative Agent and the Borrower; and


 


(ii)         to
any Person meeting the criteria of clause (b) or clause (c) of the definition of the term “Eligible Assignee”
with the consent of Administrative Agent; provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in
an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent
or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of the Term
Loan; provided, further, that the consent of Borrower (such consent not to be unreasonably withheld, conditioned
or delayed) shall be required for any assignment pursuant to this Section 10.6(c)(ii) unless an Event of Default shall have
occurred and be continuing at the time of any such assignment; provided, further, that Borrower shall be deemed to
have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10)
Business Days after having received notice thereof.


 


(d)          Mechanics.
The assigning Lender and the assignee thereof shall execute and deliver to Administrative Agent an Assignment Agreement, together
with such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as
the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to Section 2.14(c) or
2.14(d).


 


(e)          Notice
of Assignment. Upon its receipt and acceptance of a duly executed and completed Assignment Agreement, any forms, certificates
or other evidence required by this Agreement in connection therewith, Administrative Agent shall record the information contained
in such Assignment Agreement in the Register, shall give prompt notice thereof to Borrower and shall maintain a copy of such Assignment
Agreement.


 


(f)          Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined
in the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making
of or investing in commitments or loans such as the applicable Commitments or Term Loan, as the case may be; (iii) it will make
or invest in, as the case may be, its Commitments or Term Loan for its own account in the ordinary course of its business and without
a view to distribution of such Commitments or Term Loan within the meaning of the Securities Act or the Exchange Act or other federal
securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of Term Loan or any
interests therein shall at all times remain within its exclusive control); and (iv) such Lender does not own or control, or own
or control any Person owning or controlling, any trade debt or Indebtedness of any Credit Party other than the Obligations or any
Capital Stock of any Credit Party.


 


(g)          Effect
of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Effective Date” specified in
the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender”
hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and
shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall,
to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish
its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations
hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights
and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit
Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities
hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender
hereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any Commitment of such assigning
Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon
the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative
Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding
Term Loan of the assignee and/or the assigning Lender.


 




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(h)          Participations.
Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Term Loan or in any other Obligation. The holder
of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require
such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would
(i) extend the final scheduled maturity of the Term Loan or Note in which such participant is participating, or reduce the rate
or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post default
increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation
over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment
or Term Loan shall be permitted without the consent of any participant if the participant’s participation is not increased
as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under
this Agreement, or (iii) release all or substantially all of the Collateral under the Collateral Documents or all or substantially
all of the Guarantors from the Guaranty (in each case, except as expressly provided in the Credit Documents) supporting the Term
Loan hereunder in which such participant is participating. Borrower agrees that each participant shall be entitled to the benefits
of Sections 2.13 and 2.14 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause
(c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.13
or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant,
unless the sale of the participation to such participant is made with Borrower’s prior written consent, and (ii) a participant
that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless Borrower is notified
of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section
2.14 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section
10.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register
on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s
interest in the Term Loans under the Credit Documents (the “Participant Register”); provided that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant
or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Credit
Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other
obligation is in “registered form” within the meaning under Treas. Reg. Section 5f.103-1(c). The entries in the
Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Agent) shall have no responsibility for maintaining
a Participant Register.


 




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(i)          Certain
Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, any Lender may assign, pledge
and/or grant a security interest in, all or any portion of its share of the Term Loan, the other Obligations owed by or to such
Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve Bank; provided, no Lender, as between Borrower and such Lender, shall be relieved of any
of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable
Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender
to take or omit to take any action hereunder.


 


10.7.      Independence
of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


10.8.      Survival
of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the
contrary, the agreements of each Credit Party set forth in Sections 2.13, 2.14, 10.2, 10.3, 10.4, and 10.10 and the agreements
of Lenders set forth in Sections 2.12, 9.3(b) and 9.6 shall survive the payment of the Term Loan and the termination hereof.


 


10.9.      No
Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right
or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver
of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent
and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by
virtue of any statute or rule of law or in any of the other Credit Documents or any of the Interest Rate Agreements and Currency
Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not
impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any
such right, power or remedy.


 


10.10.    Marshalling;
Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit
Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes
a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative
Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments
or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal
law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and
effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.


 


10.11.    Severability.
In case any provision in or obligation hereunder or any Note or other Credit Document shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 




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10.12.    Obligations
Several; Actions in Concert. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations
or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders
pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other
kind of entity. Anything in this Agreement or any other Credit Document to the contrary notwithstanding, each Lender hereby agrees
with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or any
Note or otherwise with respect to the Obligations without first obtaining the prior written consent of Agent or Required Lenders
(as applicable), it being the intent of Lenders that any such action to protect or enforce rights under this Agreement and any
Note or otherwise with respect to the Obligations shall be taken in concert and at the direction or with the consent of Agent or
Required Lenders (as applicable).


 


10.13.    Headings.
Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other
purpose or be given any substantive effect.


 


10.14.    APPLICABLE
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


10.15.    CONSENT
TO JURISDICTION. (A) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY CREDIT DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR OF THE UNITED STATES OF AMERICA SITTING IN THE
SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER AND EACH OTHER CREDIT PARTY EXECUTING
THIS AGREEMENT HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF AGENT TO COMMENCE ANY PROCEEDING IN THE
FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT AGENT DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO
EXERCISE ITS RIGHTS OR REMEDIES UNDER THE CREDIT DOCUMENTS. THE PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER CREDIT
DOCUMENT, EACH OTHER CREDIT PARTY) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
IN SUCH JURISDICTIONS.


 


(B)         EACH
CREDIT PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND OTHER DOCUMENTS AND
OTHER SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED STATES
WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY CREDIT DOCUMENT BY ANY MEANS PERMITTED BY APPLICABLE REQUIREMENTS
OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF BORROWER SPECIFIED
HEREIN (AND SHALL BE EFFECTIVE WHEN SUCH MAILING SHALL BE EFFECTIVE, AS PROVIDED THEREIN). EACH CREDIT PARTY 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


 




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(C)         NOTHING
CONTAINED IN THIS SECTION 10.15 SHALL AFFECT THE RIGHT OF AGENT OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE REQUIREMENTS OF LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.


 


10.16.    WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. 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 CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE
DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 




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10.17.    Confidentiality.
Each Lender shall maintain the confidentiality of all Confidential Information in accordance with such Lender’s customary
procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event,
a Lender may make (i) disclosures of such Confidential Information to Affiliates of such Lender and to their agents and advisors
(and to other persons authorized by a Lender or Agent to organize, present or disseminate such Confidential Information in connection
with disclosures otherwise made in accordance with this Section 10.17; provided that such persons are advised of and agreed to
be bound by this Section 10.17) on a “need to know” basis solely in connection with the transactions contemplated hereby
and who are informed of the confidential nature of such Confidential Information and are or have been advised of the obligation
to keep such Confidential Information confidential, (ii) disclosures of such Confidential Information reasonably required by any
bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation
by such Lender of the Term Loan or any participations therein or by any direct or indirect contractual counterparties (or the professional
advisors thereto) in Interest Rate Agreements and Currency Agreements (provided, such counterparties and advisors are advised of
and agree to be bound by the provisions of this Section 10.17), (iii) disclosure to any 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 the Credit Parties received by it from any of the Agents or any Lender, (iv) disclosure to any Lender’s
financing sources, provided that prior to any disclosure, such financing source is informed of the confidential nature of the Confidential
Information and agrees to be bound by this Section 10.17, and (v) disclosures required or requested by any Governmental Authority
or representative thereof or by the NAIC or pursuant to legal or judicial process or other legal proceeding; provided, unless
specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Borrower of any request
by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the
financial condition or other routine examination of such Lender by such Governmental Authority) for disclosure of any such Confidential
Information prior to disclosure of such Confidential Information. For purposes of this Section 10.17, “Confidential Information”
means all information regarding Holdings, Borrower and its Subsidiaries and their respective businesses other than any such information
that is publicly available to any Lender on a non-confidential basis prior to disclosure by Holdings, Borrower or any of its Subsidiaries.
Notwithstanding anything to the contrary set forth herein, each party (and each of their respective employees, representatives
or other agents) may disclose to any and all persons, without limitations of any kind, the tax treatment and tax structure of the
transactions contemplated by this Agreement and all materials of any kind (including opinions and other tax analyses) that are
provided to any such party relating to such tax treatment and tax structure. However, any information relating to the tax treatment
or tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to
the extent reasonably necessary to enable the parties hereto, their respective Affiliates, and their and their respective Affiliates’
directors and employees to comply with applicable securities laws. For this purpose, “tax structure” means any facts
relevant to the federal income tax treatment of the transactions contemplated by this Agreement but does not include information
relating to the identity of any of the parties hereto or any of their respective Affiliates. Notwithstanding the foregoing, on
or after the Closing Date, Administrative Agent may, at its own expense issue news releases and publish “tombstone”
advertisements and other announcements relating to this transaction in newspapers, trade journals and other appropriate media (which
may include use of logos of one or more of the Credit Parties)(collectively, “Trade Announcements”). No Credit
Party shall issue any Trade Announcement except (i) disclosures required by applicable law, regulation, legal process or the rules
of the Securities and Exchange Commission or (ii) with the prior approval of Administrative Agent, which such approval shall not
be unreasonably withheld, conditioned or delayed.


 


10.18.    Usury
Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged or agreed to be paid with respect
to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable
law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under
this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Term Loan made hereunder shall bear interest
at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been
due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when
the Term Loan made hereunder is repaid in full the total interest due hereunder (taking into account the increase provided for
above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth
in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent
an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if
the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower
to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration
which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender’s option be applied to the outstanding amount of the Term Loan made hereunder or be
refunded to Borrower. In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender
exceeds the Highest Lawful 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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10.19.    Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
but all such counterparts together shall constitute but one and the same instrument. Signature pages may be detached from multiple
separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile
transmission or electronic mail as a “.pdf” or “.tif” attachment shall be as effective as delivery of a
manually executed counterpart hereof.


 


10.20.    Effectiveness.
This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower
and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.


 


10.21.    Patriot
Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant
to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which
information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent,
as applicable, to identify Borrower in accordance with the USA Patriot Act.


 


10.22.    Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the
write-down and conversion powers of an EEA 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 an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA 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 EEA 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 Credit Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[Remainder of page intentionally
left blank]


 




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


 


	 	WAITR INC.


 


	 	By:	/s/ Christopher Meaux
	 	 	Name: Christopher Meaux
	 	 	Title: Chief Executive Officer


 


	 	WAITR INTERMEDIATE HOLDINGS, LLC


 


	 	By:	/s/ Steven Scheinthal
	 	 	Name: Steven Scheinthal
	 	 	Title: President and Secretary


 


[Signature Page to Credit and Guaranty
Agreement]


 




     


     


    

 


	 	LUXOR CAPITAL GROUP, LP,
	 	as Administrative Agent, Lead Arranger and Collateral Agent


 


	 	By:	/s/ Norris Nissim
	 	 	Name: Norris Nissim
	 	 	Title: General Counsel


 


	 	LUXOR CAPITAL, LLC,
	 	as the Lender


 


	 	By:	Luxor Capital Group, LP,
	 	 	its Manager


 


	 	By:	/s/ Norris Nissim
	 	 	Name: Norris Nissim
	 	 	Title: General Counsel


 


[Signature Page to Credit and Guaranty
Agreement]


 




     


     


    

 


APPENDIX A


TO CREDIT AND GUARANTY AGREEMENT


 


	Lender	 	Term Loan Commitment	 	 	Pro
 Rata Share	 
	Luxor Capital, LLC	 	$	25,000,000.00	 	 	 	100.0	%
	Total	 	$	25,000,000.00	 	 	 	100	%



 




    APPENDIX A-1


     


    

 


APPENDIX B


TO CREDIT AND GUARANTY AGREEMENT


 


Notice Addresses


 


If to any Credit Party:


 


1510 West Loop South


Houston, Texas 77027


Attention: General Counsel


 


and


 


Waitr Inc.


844 Ryan Street, Suite 300


Lake Charles, LA 70601


Attention: Chief Executive Officer


 


in each case, with a copy to:


 


Winston & Strawn LLP


200 Park Avenue


New York, NY 10166


Attention: Joel Rubinstein


 


and


 


Cara Stone, LLP


650 Poydras Street, Suite 1130


New Orleans, LA 70130


Attention: Mark Graffagnini


 




    APPENDIX B-1


     


    

 


LUXOR CAPITAL GROUP, LP


as Administrative Agent, Collateral Agent and


Lead Arranger


 


Luxor Capital Group, LP


1114 Avenue of the Americas, 28th
Floor


New York, New York 10036


Attention: Legal


Telecopier: (212) 763-8001


 


in each case, with a copy to:


 


Sidley Austin LLP


2021 McKinney Avenue


Suite 2000


Dallas, Texas 75201


Attention: Christopher Gleason


 




    APPENDIX B-2