Exhibit 10.9


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


 






 


LOAN,
GUARANTY AND SECURITY AGREEMENT


 


Dated
as of May 8, 2019


 





 



 


PROTERRA
INC,


 


and


 


CERTAIN
OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO,


as
Borrowers,


 


and


 


CERTAIN
OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO,


as
Guarantors


 


 



 





BANK
OF AMERICA, N.A.,


as
Agent


 





 



 


BANK
OF AMERICA, N.A.,


as
Sole Lead Arranger and Sole Bookrunner


 




     


     


    


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408




 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	SECTION 1.	DEFINITIONS; RULES OF CONSTRUCTION	1
	 	 	 
	1.1	Definitions	1
	1.2	Accounting Terms	30
	1.3	Uniform Commercial Code	30
	1.4	Certain Matters of Construction	30
	1.5	Currency Equivalents	31
	 	 	 
	SECTION 2.	CREDIT FACILITIES	31
	 	 	 
	2.1	Revolver Commitment.	31
	2.2	Reserved	33
	2.3	Letter of Credit Facility	33
	 	 	 
	SECTION 3.	INTEREST, FEES AND CHARGES	35
	 	 	 
	3.1	Interest	35
	3.2	Fees	37
	3.3	Computation of Interest, Fees, Yield Protection	37
	3.4	Reimbursement Obligations	37
	3.5	Illegality	38
	3.6	Inability to Determine Rates	38
	3.7	Increased Costs; Capital Adequacy	39
	3.8	Mitigation	40
	3.9	Funding Losses	40
	3.10	Maximum Interest	40
	 	 	 
	SECTION 4.	LOAN ADMINISTRATION	41
	 	 	 
	4.1	Manner of Borrowing and Funding Revolver Loans	41
	4.2	Defaulting Lender	42
	4.3	Number and Amount of LIBOR Loans; Determination
    of Rate	43
	4.4	Borrower Agent	43
	4.5	One Obligation	43
	4.6	Effect of Termination	43
	 	 	 
	SECTION 5.	PAYMENTS	44
	 	 	 
	5.1	General Payment Provisions	44
	5.2	Repayment of Revolver Loans	44
	5.3	Reserved	44
	5.4	Payment of Other Obligations	44
	5.5	Marshaling; Payments Set Aside	44
	5.6	Application and Allocation of Payments	45
	5.7	Dominion Account	46



 






    i


     


    

 


	5.8	Account Stated	46
	5.9	Taxes	46
	5.10	Lender Tax Information	48
	5.11	Nature and Extent of Each Borrower’s Liability	49
	 	 	 
	SECTION 6.	CONDITIONS PRECEDENT	51
	 	 	 
	6.1	Conditions Precedent to Initial Revolver Loans	51
	6.2	Conditions Precedent to All Credit Extensions	53
	6.3	Post-Closing Date Conditions	53
	 	 	 
	SECTION 7.	COLLATERAL	53
	 	 	 
	7.1	Grant of Security Interest	53
	7.2	Lien on Deposit Accounts; Cash Collateral	54
	7.3	Reserved	54
	7.4	Investment Property and other Equity Interests	54
	7.5	Miscellaneous Collateral Provisions	56
	 	 	 
	SECTION 8.	COLLATERAL ADMINISTRATION	56
	 	 	 
	8.1	Borrowing Base Reports	56
	8.2	Accounts	57
	8.3	Inventory	58
	8.4	Equipment	58
	8.5	Deposit Accounts	59
	8.6	General Provisions	59
	8.7	Power of Attorney	60
	 	 	 
	SECTION 9.	REPRESENTATIONS AND WARRANTIES	61
	 	 	 
	9.1	General Representations and Warranties	61
	9.2	Complete Disclosure	65
	 	 	 
	SECTION 10.	COVENANTS AND CONTINUING AGREEMENTS	66
	 	 	 
	10.1	Affirmative Covenants	66
	10.2	Negative Covenants	69
	10.3	Financial Covenants	76
	 	 	 
	SECTION 11.	EVENTS OF DEFAULT; REMEDIES ON DEFAULT	76
	 	 	 
	11.1	Events of Default	76
	11.2	Remedies upon Default	77
	11.3	License	78
	11.4	Setoff	78
	11.5	Remedies Cumulative; No Waiver	78
	 	 	 
	SECTION 12.	AGENT	79
	 	 	 
	12.1	Appointment, Authority and Duties of Agent.	79
	12.2	Agreements Regarding Collateral and Borrower
    Materials.	80
	12.3	Reliance By Agent	80
	12.4	Action Upon Default	81



 






    ii


     


    

 


	12.5	Ratable Sharing	81
	12.6	Indemnification.	81
	12.7	Limitation on Responsibilities of Agent.	81
	12.8	Successor Agent and Co-Agents.	82
	12.9	Due Diligence and Non-Reliance.	82
	12.10	Remittance of Payments and Collections.	83
	12.11	Individual Capacities	83
	12.12	Titles	83
	12.13	Bank Product Providers.	83
	12.14	No Third Party Beneficiaries	83
	12.15	Lender Representations Regarding ERISA Status	84
	 	 	 
	SECTION 13.	BENEFIT OF AGREEMENT; ASSIGNMENTS	84
	 	 	 
	13.1	Successors and Assigns.	84
	13.2	Participations.	84
	13.3	Assignments.	86
	13.4	Replacement of Certain Lenders	86
	 	 	 
	SECTION 14.	MISCELLANEOUS	86
	 	 	 
	14.1	Consents, Amendments and Waivers	86
	14.2	Indemnity.	87
	14.3	Notices and Communications.	87
	14.4	Performance of Obligors’ Obligations.	89
	14.5	Credit Inquiries.	89
	14.6	Severability.	89
	14.7	Cumulative Effect; Conflict of Terms.	89
	14.8	Counterparts; Execution.	89
	14.9	Entire Agreement.	89
	14.10	Relationship with Lenders.	89
	14.11	No Advisory or Fiduciary Responsibility.	90
	14.12	Confidentiality.	90
	14.13	Reserved	90
	14.14	Governing Law.	90
	14.15	Consent to Forum; Bail-In of EEA Financial Institutions	91
	14.16	Waivers by Obligors	91
	14.17	Patriot Act Notice.	92
	14.18	No Oral Agreement.	92
	 	 	 
	SECTION 15.	CONTINUING GUARANTY	92
	 	 	 
	15.1	Guaranty.	92
	15.2	Rights of Lenders.	92
	15.3	Certain Waivers.	93
	15.4	Obligations Independent.	93
	15.5	Subrogation.	93
	15.6	Termination; Reinstatement.	93
	15.7	Subordination.	93
	15.8	Stay of Acceleration.	93
	15.9	Condition of Borrowers.	94
	15.10	Keepwell	94
	15.11	Limitation of Guaranty.	94


 






    iii


     


    


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408




 


LIST
OF EXHIBITS AND SCHEDULES


 


	Exhibit A	Assignment
	Exhibit B	Assignment Notice
	Exhibit C	Compliance Certificate
	 	 
	Schedule 1.1	Revolver Commitments of Lenders
	Schedule 6.3	Post-Closing Date Conditions
	Schedule 7.4.1	Pledged Interests
	Schedule 8.5	Deposit Accounts
	Schedule 8.6.1	Business Locations
	Schedule 9.1.4	Names and Capital Structure
	Schedule 9.1.5	Real Property in a Special Flood Hazard Zone
	Schedule 9.1.11	Patents, Trademarks, Copyrights and Licenses
	Schedule 9.1.14	Environmental Matters
	Schedule 9.1.15	Restrictive Agreements
	Schedule 9.1.16	Litigation
	Schedule 9.1.18	Pension Plans
	Schedule 9.1.20	Labor Contracts
	Schedule 10.2.2	Existing Liens
	Schedule 10.2.17	Existing Affiliate Transactions



 




    iv


     


    


 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408




 


LOAN,
GUARANTY AND SECURITY AGREEMENT


 


THIS
LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of May 8, 2019, among PROTERRA INC, a Delaware corporation (“Company”),
certain of the Subsidiaries of the Company identified on the signature pages hereof or otherwise joined from time to time hereto
as a borrower (such Subsidiaries, together with the Company, are referred to hereinafter each individually as a “Borrower”
and individually and collectively, jointly and severally, as the “Borrowers”), the Subsidiaries of the Company
identified on the signature pages hereof or otherwise joined from time to time hereto as a guarantor (such Subsidiaries are referred
to hereinafter each individually as a “Subsidiary Guarantor” or “Guarantor” and collectively
as the “Subsidiary Guarantors” or “Guarantors”), the financial institutions party to this
Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”),
as agent for the Lenders (in such capacity, “Agent”).


 


R
E C I T A L S:


 


The
Borrowers have requested that Lenders provide a credit facility to Borrowers to finance their mutual and collective business enterprise.
Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:


 


SECTION
1. DEFINITIONS; RULES OF CONSTRUCTION


 


1.1
Definitions. As used herein, the following terms have the meanings set forth below:


 


Acquired
EBITDA: with respect to any Permitted Acquisition for any period, the amount for such period of EBITDA of such Acquired Entity
or Business (determined as if references to Borrower and the Subsidiaries in the definition of “EBITDA” were references
to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity
or Business.


 


Acquired
Entity or Business: shall have the meaning assigned to such term in the definition of “EBITDA.”


 


Acquisition:
a transaction or series of transactions resulting in (a) acquisition of a business, division or substantially all assets of a
Person; (b) record or beneficial ownership of 50% or more of the Equity Interests of a Person; or (c) merger, consolidation or
combination of a Borrower or Subsidiary with another Person.


 


Affiliate:
with respect to a specified Person, any other Person that directly, or indirectly through intermediaries, Controls, is Controlled
by or is under common Control with the specified Person.


 


Agent
Indemnitees: Agent and its officers, directors, employees, Affiliates, agents and attorneys.


 


Agent
Professionals: attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants,
turnaround consultants, and other professionals and experts retained by Agent.


 






    1


     


    

 


Allocable
Amount: as defined in Section 5.11.3.


 


Anti-Terrorism
Law: any law relating to terrorism or money laundering, including the Patriot Act.


 


Applicable
Law: all laws, rules, regulations and governmental guidelines applicable to the Person or matter in question, including statutory
law, common law and equitable principles, as well as provisions of constitutions, treaties, statutes, rules, regulations, orders
and decrees of Governmental Authorities.


 


Applicable
Margin: (a) at any time prior to the Availability Block Release Date, the margin set forth below, as determined by the average
daily Availability for the last Fiscal Quarter:


 


	Level	 	 	Average Daily Availability
 (as a percentage of the Borrowing Base)	 	Base Rate
 Revolver Loans	 	 	LIBOR
 Revolver Loans	 
	I	 	 	≥ 50.00%	 	 	1.00	%	 	 	2.50	%
	II	 	 	< 50.00% and ≥ 25.00%	 	 	1.25	%	 	 	2.75	%
	III	 	 	< 25.00%	 	 	1.50	%	 	 	3.00	%



 


(b)
at any time on or after the Availability Block Release Date, the margin set forth below, as determined by the average daily Availability
for the last Fiscal Quarter:


 


	Level	 	 	Average Daily Availability
 (as a percentage of the Borrowing Base)	 	Base Rate
 Revolver Loans	 	 	LIBOR
 Revolver Loans	 
	I	 	 	≥ 50.00%	 	 	0.00	%	 	 	1.50	%
	II	 	 	< 50.00% and ≥ 25.00%	 	 	0.25	%	 	 	1.75	%
	III	 	 	< 25.00%	 	 	0.50	%	 	 	2.00	%



 


(c)
Until November 8, 2019, margins shall be determined as if Level II were applicable as set forth in clause (a) above. On November
9, 2019, the margins in the above clauses (a) and (b) shall be subject to increase or decrease by Agent based on the average daily
Availability for the Fiscal Quarter ended September 30, 2019. Thereafter, margins shall be subject to increase or decrease by
Agent on the first day of the calendar month following each Fiscal Quarter end as set forth in clauses (a) or (b) above, as applicable.
If Agent is unable to calculate average daily Availability for a Fiscal Quarter due to Borrowers’ failure to deliver any
Borrowing Base Report when required hereunder, then, at the option of Agent or Required Lenders, margins shall be determined as
if Level III of clauses (a) or (b), were applicable until the first day of the calendar month following its receipt.


 


Approved
Fund: any entity that is owned or Controlled by a Lender or Affiliate of a Lender, and is engaged in making or investing in
commercial loans in its ordinary course of activities.


 


Asset
Disposition: a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including any disposition
by Division, in connection with a sale-leaseback transaction or synthetic lease or otherwise.


 


Assignment:
an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit A or otherwise satisfactory to Agent.


 






    2


     


    

 


Availability:
the Borrowing Base minus Revolver Usage.


 


Availability
Block: the greater of (a) 10% of the aggregate Revolver Commitments and (b) $7,500,000; provided, that, so long
as no Default or Event of Default exists at the time of such reduction, such amount shall be reduced to $0 on the Availability
Block Release Date, or, upon curing any such Default or Event of Default (to the extent curable), following the Availability Block
Release Date.


 


Availability
Block Release Date: the first day of the month after receipt by Agent of the financial statements and Compliance Certificate
required hereunder reflecting that Borrowers have achieved a Fixed Charge Coverage Ratio of at least 1.00 to 1.00 for two consecutive
Fiscal Quarters.


 


Availability
Reserve: the sum (without duplication) of (a) the Inventory Reserve; (b) the Rent and Charges Reserve; (c) the Bank Product
Reserve; (d) the aggregate amount of liabilities secured by Liens upon Collateral that are or may be senior to Agent’s Liens
or that may be required to be paid to permit or facilitate exercise of rights or remedies with respect to Collateral (but imposition
of any such reserve shall not waive an Event of Default arising therefrom); (e) the Availability Block; (f) the Dilution Reserve;
and (g) such additional reserves, in such amounts and with respect to such matters, as Agent in its Permitted Discretion may elect
to impose from time to time.


 


Bail-In
Action: 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: 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.


 


Bank
of America Indemnitees: Bank of America and its officers, directors, employees, Affiliates, agents and attorneys.


 


Bank
Product: any of the following products or services extended to a Borrower or Affiliate of a Borrower by a Lender or any of
its Affiliates: (a) Cash Management Services; (b) products under Hedging Agreements; (c) commercial credit card and merchant card
services; and (d) leases, supply chain finance and other banking products or services, other than Letters of Credit.


 


Bank
Product Reserve: the aggregate amount of reserves established by Agent from time to time in its discretion with respect to
Secured Bank Product Obligations.


 


Bankruptcy
Code: Title 11 of the United States Code.


 


Base
Rate: for any day, a per annum rate equal to the greater of (a) the Prime Rate for such day; (b) the Federal Funds Rate for
such day, plus 0.50%; or (c) LIBOR for a 30 day interest period as of such day, plus 1.0%; provided, that in no
event shall the Base Rate be less than zero (0).


 


Base
Rate Loan: any Loan that bears interest based on the Base Rate.


 


Base
Rate Revolver Loan: a Revolver Loan that bears interest based on the Base Rate.


 


Beneficial
Ownership Certification: a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.


 






    3


     


    

 


Beneficial
Ownership Regulation: 31 C.F.R. § 1010.230.


 


Board
of Governors: the Board of Governors of the Federal Reserve System.


 


Borrowed
Money: with respect to any Obligor, without duplication, its (a) Debt that (i) arises from the lending of money by any Person
to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues
interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course
of Business), or (iv) was issued or assumed as full or partial payment for Property; (b) Capital Leases; (c) letter of credit
reimbursement obligations; and (d) guaranties of any of the foregoing owing by another Person.


 


Borrower
Agent: as defined in Section 4.4.


 


Borrower
Materials: Borrowing Base Reports, Compliance Certificates and other information, reports, financial statements and other
materials delivered by Borrowers hereunder, as well as other Reports and information provided by Agent to Lenders.


 


Borrowing:
a group of Loans that are made or converted together on the same day and have the same interest option and, if applicable, Interest
Period.


 


Borrowing
Base: on any date of determination, an amount equal to the lesser of:


 


(a) the
aggregate Revolver Commitments, minus the Availability Block; or


 


(b) the
sum of:


 


(i)
the Investment Grade Accounts Formula Amount, plus


 


(ii)
the Non-Investment Grade Accounts Formula Amount, plus


 


(iii)
the Inventory Formula Amount; minus


 


(iv)
the Availability Reserve;


 


provided,
however, that no Borrowing Base Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary Course
of Business shall be included in the calculation of the Borrowing Base until completion of applicable field examinations and appraisals
(which shall not be included in the limits on the number of field examinations or appraisals provided in Section 10.1.1)
reasonably satisfactory to Agent.


 


Borrowing
Base Collateral: Collateral of the type that is intended to be included in the calculation of the Borrowing Base, notwithstanding
the specific eligibility thereof for such inclusion.


 


Borrowing
Base Report: a report of the Borrowing Base, in form and substance reasonably satisfactory to Agent.


 


Business
Day: any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of,
or are in fact closed in, North Carolina and California, and if such day relates to a LIBOR Loan, any such day on which dealings
in Dollar deposits are conducted in the London interbank market.


 






    4


     


    

 


Canadian
Dollars: means lawful money of Canada.


 


Capital
Expenditures: all liabilities incurred or expenditures made by a Borrower or Subsidiary for the acquisition of fixed assets,
or any improvements, replacements, substitutions or additions thereto with a useful life of more than one year; provided,
however, that Capital Expenditures shall not include any expenditures that are: (a) made with the Net Proceeds of any sale or
issuance by Borrower of Equity Interests to the extent such expenditure is made substantially contemporaneous with the receipt
of such Net Proceeds; (b) Permitted Acquisitions or incurred by any Person acquired in any Permitted Acquisition prior to (but
not in anticipation of) the closing of such Permitted Acquisition; (c) made with the Net Proceeds of an Asset Disposition (including
by casualty or condemnation) of a capital asset reinvested in assets to the extent such reinvestment is commenced within 180 days
and completed within 270 days of the date of such Asset Disposition; or (d) financed with Debt permitted pursuant to Section 10.2.1
to the extent such expenditure is made substantially contemporaneous with the receipt of the proceeds of such Debt.


 


Capital
Lease: any lease required to be capitalized for financial reporting purposes in accordance with GAAP.


 


Cash
Collateral: cash delivered to Agent to Cash Collateralize any Obligations, and all interest, dividends, earnings and other
proceeds relating thereto.


 


Cash
Collateralize: the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect
to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations
(including Secured Bank Product Obligations), Agent’s good faith estimate of the amount due or to become due, including
fees, expenses and indemnification hereunder. “Cash Collateralization” has a correlative meaning.


 


Cash
Equivalents: (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of,
the U.S. government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’
acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by
Bank of America or a commercial bank organized under the laws of the United States or any state or district thereof, rated A-1
(or better) by S&P or P-1 (or better) by Moody’s at the time of acquisition, and (unless issued by a Lender) not subject
to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described
in clauses (a) and (b) entered into with any bank described in clause (b); (d) commercial paper issued by Bank of America or rated
A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; (e)
shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred
to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P;
and (f) investments permitted pursuant to Borrower’s investment policy as approved by the board of directors (or committee
thereof) of Borrower and (i) provided to Agent prior to the Closing Date or (ii) subsequently approved by Agent.


 


Cash
Management Services: services relating to operating, collections, payroll, trust, or other depository or disbursement accounts,
including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services.


 


CERCLA:
the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).


 






    5


     


    

 


Change
in Law: the occurrence, after the date hereof, of (a) the adoption, taking effect or phasing in of any law, rule, regulation
or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof;
or (c) the making, issuance or application of any request, guideline, requirement or directive (whether or not having the force
of law) by any Governmental Authority; provided, that “Change in Law” shall include, regardless of the date
enacted, adopted or issued, all requests, rules, guidelines, requirements or directives (i) under or relating to the Dodd-Frank
Wall Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.


 


Change
of Control: shall be deemed to occur if:


 


(a) at
any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the meaning of
Rule 13d-5 of the Exchange Act), directly or indirectly, in the aggregate Equity Interests representing at least a majority of
the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Borrower;


 


(b) at
any time after a Qualified IPO, any person or “group” (within the meaning of Rules 13d 3 and 13d 5 under the
Securities Exchange Act of 1934), other than any combination of the Permitted Holders holding 4.5% or more of the Equity Interests
of Borrower immediately prior to the Qualified IPO, shall have acquired beneficial ownership of 35% or more on a fully diluted
basis of the voting interest in Equity Interests of Borrower and the Permitted Holders shall own, directly or indirectly, less
than such person or “group” on a fully diluted basis of the voting interest in Equity Interests of Borrower


 


(c) during
any 24 month period, a majority of the members of the board of directors of Borrower cease to be composed of individuals (disregarding
individuals who cease to serve due to death or disability) (i) who were members of the board of directors on the first day of
such period, (ii) whose election or nomination to the board of directors was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a majority of the board of directors or (iii) whose election
or nomination to the board of directors was approved by individuals referred to in clauses (i) and (ii) above constituting at
the time of such election or nomination at least a majority of that board or equivalent governing body;


 


(d) a
“change of control” (or similar event) shall occur under the agreements evidencing Material Indebtedness to the extent
the maturity of or any payment with respect to such Material Indebtedness is accelerated or demanded due to such event; or


 


(e) the
sale or transfer of all or substantially all assets of a Borrower, except to another Borrower.


 


Claims:
all claims, liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any
kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after
Full Payment of the Obligations or replacement of Agent or any Lender) incurred by any Indemnitee or asserted against any Indemnitee
by any Obligor or other Person, in any way relating to (a) any Loans, Letters of Credit, Loan Documents, Borrower Materials, or
the use thereof or transactions relating thereto, (b) any action taken or omitted in connection with any Loan Documents, (c) the
existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan
Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case
including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency
Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.


 






    6


     


    

 


Closing
Date: as defined in Section 6.1.


 


Code:
the Internal Revenue Code of 1986.


 


Collateral:
all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations,
and all other Property that now or hereafter secures (or is intended to secure) any Obligations.


 


Commitment
Termination Date: the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrowers terminate the
Revolver Commitments pursuant to Section 2.1.4; (c) the date on which the Revolver Commitments are terminated pursuant
to Section 11.2; or (d) the date that is ninety-one (91) days prior to the stated maturity of any Material Indebtedness.


 


Commodity
Exchange Act: the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


Compliance
Certificate: a certificate, in substantially the form set forth as Exhibit C or otherwise in form and substance reasonably
satisfactory to Agent, by which Borrowers certify compliance with the terms and conditions of the Loan Documents and Section
10.3 and provide a calculation of the Fixed Charge Coverage Ratio, regardless of whether a Financial Covenant Trigger Period
exists.


 


Connection
Income Taxes: Other Connection Taxes that are imposed on or measured by net income (however denominated), or are franchise
or branch profits Taxes.


 


Concentration
Percent: 30% with respect to Investment Grade Eligible Accounts and 20% with respect to Non-Investment Grade Eligible Accounts.


 


Contingent
Obligation: any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of
any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”)
in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making
or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments if required
regardless of nonperformance by any other party to the applicable agreement giving rise to such obligation; and (c) arrangement
(i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation,
(iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property
or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to
assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation
shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such
Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum
reasonably anticipated liability with respect thereto; provided that (A) the amount of any take-or-pay or similar payment shall
be the projected payment due for the applicable period based on such Peron’s pro forma satisfaction of the underlying obligation
and (B) the amount of any repurchase obligation shall be the projected payment due for the applicable period.


 


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


 


Control
Agreement: control agreement reasonably satisfactory to Agent executed by an institution maintaining a Deposit Account or
Securities Account for an Obligor, to perfect Agent’s Lien on such account.


 






    7


     


    

 


Controlled
Affiliate: means, with respect to a Person, an Affiliate of such Person controlled by or controlling such Person.


 


CWA:
the Clean Water Act (33 U.S.C. §§1251 et seq.).


 


Debt:
as applied to any Person, without duplication, (a)all items that would be included as liabilities on a balance sheet in accordance
with GAAP, including Capital Leases, but excluding trade payables incurred and being paid in the Ordinary Course of Business;
(b) all Contingent Obligations; (c) all reimbursement obligations in connection with letters of credit issued for the account
of such Person; and (d)in the case of a Borrower, the Obligations. The Debt of a Person shall include any recourse Debt of any
partnership in which such Person is a general partner or joint venturer.


 


Default:
an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.


 


Default
Rate: for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% per annum plus the interest
rate otherwise applicable thereto.


 


Defaulting
Lender: any Lender that (a) has failed to comply with its funding obligations hereunder, and such failure is not cured within
two Business Days; (b) has notified Agent or any Borrower that such Lender does not intend to comply with its funding obligations
hereunder or under any other credit facility, or has made a public statement to that effect; (c) has failed, within three Business
Days following request by Agent or any Borrower, to confirm in a manner satisfactory to Agent and Borrowers that such Lender will
comply with its funding obligations hereunder; or (d) has, or has a direct or indirect parent company that has, become the subject
of an Insolvency Proceeding (including reorganization, liquidation, or appointment of a receiver, custodian, administrator or
similar Person by the Federal Deposit Insurance Corporation or any other regulatory authority) or Bail-In Action; provided,
that a Lender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership of an equity interest
in such Lender or parent company unless the ownership provides immunity for such Lender from jurisdiction of courts within the
United States or from enforcement of judgments or writs of attachment on its assets, or permits such Lender or Governmental Authority
to repudiate or otherwise to reject such Lender’s agreements.


 


Designated
Jurisdiction: a country or territory that is the target of a Sanction.


 


Dilution
Percent: the percent, determined for Borrowers’ most recent ended trailing twelve month period, equal to (a) bad debt
write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts,
divided by (b) gross sales.


 


Dilution
Reserve: at any date of determination, an amount equal to one percent (1%) of the Value of Eligible Accounts for each percent
or fraction thereof that the Dilution Percent exceeds five percent (5%).


 


Disposed
EBITDA: with respect to any Sold Entity or Business for any period, the amount for such period of EBITDA of such Sold Entity
or Business (determined as if references to a Borrower and the Subsidiaries in the definition of EBITDA were references to such
Sold Entity or Business and its respective Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.


 


Distribution:
any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind); distribution,
advance or repayment of Debt to a holder of Equity Interests; or purchase, redemption, or other acquisition or retirement for
value of any Equity Interest.


 






    8


     


    

 


Dividend:
as defined in Section 7.4.2.


 


Division:
the creation of one or more new limited liability companies by means of any statutory division of a limited liability company
pursuant to any applicable limited liability company act or similar statue of any jurisdiction. “Divide” shall have
the corresponding meaning.


 


Dollar
Equivalent: at any time (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any other currency, the amount of Dollars that Agent determines (which determination shall be conclusive and binding
absent manifest error) would be necessary to be sold on such date at the applicable Spot Rate to obtain the stated amount of the
other currency.


 


Dollars:
lawful money of the United States.


 


Dominion
Account: a special account established by Borrowers at Bank of America or another bank acceptable to Agent, over which Agent
has exclusive control for withdrawal purposes.


 


Dominion
Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs or (ii) Availability (calculated
without regard to the Availability Block) at any time is less than the greater of (A) 15% of the Borrowing Base and (B) $10,000,000
for five (5) consecutive Business Days, and (b) continuing until the date that, during each of the preceding 60 consecutive days
(or any shorter period as Agent agrees in writing), both (i) no Event of Default has occurred or been continuing and (ii) Availability
(calculated without regard to the Availability Block) has been greater than the greater of (A) 15% of the Borrowing Base and (B)
$10,000,000.


 


EBITDA:
determined on a consolidated basis for Borrowers and Subsidiaries for any period, (a) consolidated net income for such period
plus, (b) to the extent deducted in determining such consolidated net income, and in each case calculated on a consolidated basis,
each of the following adjustments, without duplication: (i) interest expense, (ii) income tax expense, (iii) depreciation and
amortization, (iv) reasonable and customary out-of-pocket transaction expenses and fees incurred in connection with the Revolver
Loans and this Agreement, or otherwise incurred in connection with any amendments, modifications and waivers thereafter up, (v)
reasonable and customary out-of-pocket transaction expenses and fees incurred in connection with any Permitted Acquisition paid
in cash to third parties during such period, (vi) the amount of any earnout and other contingent consideration obligations in
connection with any Permitted Acquisition or other Investment that are paid or accrued during such applicable period to the extent
impacting consolidated net income as determined in accordance with GAAP, (vii) reasonable board of directors’ fees and expenses
paid by the Borrower, (viii) the amount of extraordinary, nonrecurring or unusual costs, charges, expenses or losses (including
any legal settlements and including all fees and expenses relating thereto), (ix) pro forma “run rate” cost savings,
operating expense reductions, operating improvements and synergies that result (or that are expected in good faith to result in
the 12 months following the applicable action) from Permitted Acquisitions, dispositions, operating improvements or changes, restructurings,
cost savings and similar initiatives, other actions taken, provided, that (A) such cost savings, operating expense
reductions, operating improvements and synergies are reasonably identifiable, factually supportable and reasonably attributable
to the actions specified and expected to have a continuing impact on the operations of Borrower and its Subsidiaries, and (B)
such actions have been taken or are expected to be taken (in good faith determination of the Borrower) within 60 days after the
consummation of Permitted Acquisitions, dispositions, operating improvements or changes, restructurings, cost savings and similar
initiatives, (x) all restructuring costs, integration costs, business optimization expenses or costs, expenses and losses relating
to the undertaking of cost saving initiatives, operating expense reductions and other synergies and similar initiatives, retention,
recruiting, relocation and signing bonuses and expenses, severance costs, transaction fees and expenses, any one time expense
relating to enhanced accounting function or other transaction costs, (xi) all non-cash costs or expenses incurred pursuant to
any management equity plan or stock option plan, share-based incentive compensation plan or any other management or employee benefit
plan or arrangement, pension plan, any stock subscription or stockholders agreement or any distributor equity plan or agreement,
including any charges arising from the grant or settlement of a virtual stock option program, stock appreciation or similar rights
and payroll tax expenses related thereto, and (xii) other non-cash charges, expenses or losses (excluding any such non-cash charge,
expense or loss to the extent that it represents an accrual or reserve for potential cash charges, expenses or losses in any future
period or amortization of a prepaid cash charge, expense or loss that was paid in a prior period), minus (c) to the extent
included in determining such consolidated net income, and in each case calculated on a consolidated basis, each of the following
adjustments, without duplication: (i) income tax credits and refunds (to the extent not netted from tax expense), and (ii) cash
expenditures made in respect of any non-cash expense or charge that was added back in such period or a prior period pursuant to
clause (b)(ix) above.


 






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Notwithstanding
the above, the aggregate amount of add-backs and adjustments pursuant to the above clauses (b)(viii), (b)(ix), (b)(x) and (b)(xii),
for any measurement period shall not exceed the greater of $10,000,000 and 10% of EBITDA for the applicable period (determined
before giving effect to such limitation).


 


In
addition, (A) there shall be included in determining EBITDA for any period, without duplication, Acquired EBITDA of any Person
acquired pursuant to a Permitted Acquisition by a Borrower or any of its Subsidiaries during such period (but not the Acquired
EBITDA of any related Person or business to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise
disposed of by a Borrower or such Subsidiary during such period (each such Person or business acquired and not subsequently so
disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity
or Business for such period (including the portion thereof occurring prior to such Acquisition) and the Pro Forma Adjustments,
if any (and subject to the limitations set forth in the definition thereof), applicable thereto; and (B) there shall be excluded
in determining EBITDA for any period the Disposed EBITDA of any Person, property, business transferred or otherwise disposed of,
closed or classified as discontinued operations by a Borrower or any of its Subsidiaries during such period (each such Person,
property, business so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA
of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or Asset
Disposition); provided that, for the avoidance of doubt, notwithstanding any classification under GAAP of any Person, property
or business as discontinued operations as a result of the entry into a definitive agreement for the disposition thereof or as
a result of constituting assets held for sale, the EBITDA of such Person or business shall not be excluded until such disposition
has been consummated.


 


EEA
Financial Institution: (a) any credit institution or investment firm established in an EEA Member Country that is subject
to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country that is a parent of an
institution described in clause (a) above; or (c) any financial institution established in an EEA Member Country that is a subsidiary
of an institution described in the foregoing clauses and is subject to consolidated supervision with its parent.


 


EEA
Member Country: any of the member states of the European Union, Iceland, Liechtenstein and Norway.


 


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


 






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Eligible
Account: an Account owing to a Borrower that arises in the Ordinary Course of Business from the sale of goods or rendition
of services, is payable in Dollars or Canadian Dollars and is deemed by Agent, in its Permitted Discretion, to be an Eligible
Account. Without limiting the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for more than 90 days after
the original due date, or more than 120 days after the original invoice date; (b) 50%or more of the Accounts owing by the Account
Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor,
it exceeds the Concentration Percent of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for
the Account Debtor from time to time); (d) it does not conform with a covenant or representation herein; (e) it is owing by a
creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve,
defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding
has been commenced by or against the Account Debtor; or the Account Debtor has failed, has suspended or ceased doing business,
is liquidating, dissolving or winding up its affairs, is not Solvent, or is the target of any Sanction or on any specially designated
nationals list maintained by OFAC; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through
judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States or Canada,
unless the Account is supported by a letter of credit (delivered to and directly drawable by Agent) or credit insurance reasonably
satisfactory to Agent; (h) [reserved]; (i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is
subject to any other Lien (other than Permitted Liens); (j) the goods giving rise to it have not been accepted by the Account
Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final
sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has
been extended or the Account Debtor has made a partial payment; (m) it arises from a sale to an Affiliate, from a sale on a cash-on-delivery,
bill-and-hold, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis, or from a sale for personal,
family or household purposes; (n) it represents a progress billing or retainage, (o) it relates to services for which a performance,
surety or completion bond or similar assurance has been issued unless such bond or assurance is cash collateralized; provided
that eligibility shall be reduced by any portion of the bond or assurance that is not cash collateralized (p) it includes a billing
for interest, fees or late charges, but ineligibility shall be limited to the extent thereof. In calculating delinquent portions
of Accounts under clauses (a) and (b), credit balances more than 120 days old will be excluded.


 


Eligible
Assignee: (a) a Lender, Affiliate of a Lender or Approved Fund; (b) an assignee approved by Borrower Agent (which approval
shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within two (2) Business Days
after notice of the proposed assignment) and Agent; or (c) during an Event of Default, any Person acceptable to Agent in its discretion.


 


Eligible
In-Transit Inventory: Inventory owned by a Borrower that would be Eligible Inventory if it were not subject to a Document
and in transit from a foreign location to a location of the Borrower within the United States, and that Agent, in its Permitted
Discretion, deems to be Eligible In-Transit Inventory. Without limiting the foregoing, no Inventory shall be Eligible In-Transit
Inventory unless it (a) is subject to a negotiable Document showing Agent (or, with the consent of Agent, the applicable Borrower)
as consignee, which Document is in the possession of Agent or such other Person as Agent shall approve; (b) is fully insured in
a manner satisfactory to Agent; (c) is not sold by a vendor that has a right to reclaim, divert shipment of, repossess, stop delivery,
claim any reservation of title or otherwise assert Lien rights against the Inventory, or with respect to whom any Borrower is
in default of any obligations; (d) is subject to purchase orders and other sale documentation satisfactory to Agent, and title
has passed to the Borrower; (e) is shipped by a common carrier that is not affiliated with the vendor and is not the target of
any Sanction or on any specially designated nationals list maintained by OFAC; and (f) is being handled by a customs broker, freight-forwarder
or other handler that has delivered a Lien Waiver.


 






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Eligible
Inventory: Inventory owned by a Borrower that Agent, in its Permitted Discretion, deems to be Eligible Inventory. Without
limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods built pursuant to a customer
order, raw materials or work-in-process and not packaging or shipping materials, labels, samples, display items, bags, replacement
parts, service parts or manufacturing supplies; (b) is not held on consignment; (c) is not subject to any deposit or down payment;
(d) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (e) is not slow-moving,
perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (f) meets all standards imposed
by any Governmental Authority, has not been acquired From a Person that is the target of any Sanction or on any specially designated
nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law; (g) conforms with
the covenants and representations herein; (h) is subject to Agent’s duly perfected, first priority Lien, and no other Lien
(other than Permitted Liens); (i) is within the continental United States or Canada; is not in transit except between locations
of Borrowers, between locations of a vendor to a location of a Borrower or between a location of a Borrower to a customer of a
Borrower; and is not consigned to any Person; (j) is not subject to any warehouse receipt or negotiable Document; (k) is not subject
to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory,
unless Agent has received an appropriate Lien Waiver or has otherwise waived such requirement; and (l) is located (x) on a leased
premises of a Borrower, (y) in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or
other Person, and, to the extent the aggregate book value of Inventory at such location is greater than $1,000,000 the lessor
or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established or Agent has otherwise
waived such requirement, or (z) at a customer location and in the process of being evaluated by the applicable customer for acceptance
by such customer under the terms of the sale contracts between a Borrower and such customer; and (m) is reflected in the details
of a current perpetual inventory report.


 


Enforcement
Action: any action to enforce any Obligations (other than Secured Bank Product Obligations) or Loan Documents or to exercise
any rights or remedies relating to any Collateral, whether by judicial action, self-help, notification of Account Debtors, setoff
or recoupment, credit bid, deed in lieu of foreclosure, action in an Insolvency Proceeding or otherwise.


 


Environmental
Laws: Applicable Laws (including programs, permits and guidance promulgated by regulators) relating to public health (other
than occupational safety and health regulated by OSHA) or the protection or pollution of the environment, including CERCLA, RCRA
and CWA.


 


Environmental
Notice: a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with,
investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law,
or with respect to any Environmental Release, environmental pollution or hazardous materials, including any complaint, summons,
citation, order, claim, demand or request for correction, remediation or otherwise.


 


Environmental
Release: a release as defined in CERCLA or under any other Environmental Law.


 


Equity
Interest: the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited
liability or joint venture); (c) member in a limited liability company; or (d) other Person having any other form of equity security
or ownership interest.


 


ERISA:
the Employee Retirement Income Security Act of 1974.


 


ERISA
Affiliate: any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412
of the Code).


 






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ERISA
Event: (a) a Reportable Event with respect to a Pension Plan; (b) withdrawal of an Obligor or ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) complete or partial
withdrawal of an Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) filing of a notice of intent to terminate, treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A
of ERISA, or institution of proceedings by the PBGC to terminate a Pension Plan; (e) determination that a Pension Plan is considered
an at-risk plan or a plan in critical or endangered status under the Code or ERISA; (f) an event or condition that constitutes
grounds under Section 4042 of ERISA for termination of, or appointment of a trustee to administer, any Pension Plan; (g) imposition
of any liability on an Obligor or ERISA Affiliate under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA; or (h) failure by an Obligor or ERISA Affiliate to meet all applicable requirements under the Pension
Funding Rules in respect of a Pension Plan, whether or not waived, or to make a required contribution to a Multiemployer Plan.


 


EU
Bail-In Legislation Schedule: the EU Bail-In Legislation Schedule published by the Loan Market Association, as in effect from
time to time.


 


Event
of Default: as defined in Section 11.


 


Excluded
Assets: (a) any fee-owned Real Property and any leasehold interests in Real Property; (b) any governmental licenses or state
or local franchises, charters or authorizations, to the extent a security interest in any such licenses, franchise, charter or
authorization would be prohibited or restricted thereby (including any legally effective prohibition or restriction) after giving
effect to the applicable anti-assignment clauses of the UCC and other applicable Law, other than the proceeds and products thereof
the assignment of which is expressly deemed effective under the UCC or other Applicable Law notwithstanding such prohibition;
(c) letter of credit rights (except to the extent perfection can be accomplished through the filing of UCC-1 financing statements
or equivalent filing); (d) commercial tort claims with an individual value of less than $1,000,000; (e) assets and personal property
for which a pledge thereof or a security interest therein is prohibited by Applicable Law (including any legally effective requirement
to obtain the consent of any Governmental Authority) or contractual requirement after giving effect to the applicable anti-assignment
clauses of the UCC and other Applicable Law, other than the proceeds and products thereof the assignment of which is expressly
deemed effective under the UCC or other Applicable Law notwithstanding such prohibition; (f) any “margin stock” and
Equity Interests of any Person to the extent, and for so long as, the pledge of such Equity Interests would be prohibited by the
terms of any applicable joint venture agreement or shareholders’ agreement applicable to such Person, after giving effect
to the applicable anti-assignment clauses of the UCC and other Applicable Law; (g) any Excluded Equity Interests; (i) any Intellectual
Property; (j) any contractual requirement, license or permit to which an Obligor or any of their property (including personal
property) is subject, and any property subject to a purchase money security interest, capital lease or similar arrangement with
any Person if, to the extent, and for so long as, the grant of a Lien thereon to secure the Obligations constitutes a breach of,
a violation of, or a default under, or invalidation of, or creates a right of termination in favor of any party (other than any
Borrower or Guarantor) to, such contractual requirement, license, permit, purchase money arrangement, capital lease or similar
arrangement (but only to the extent any of the foregoing is not rendered ineffective by, or is otherwise unenforceable under,
the UCC); (k) any Excluded Deposit Account; (l) any property or assets acquired after the Closing Date (including any property
acquired through any acquisition, consolidation, amalgamation or merger of a Person, but excluding any Borrowing Base Assets),
if at the time of such acquisition, the granting of a security interest therein or a pledge thereof is prohibited by any contractual
requirement to the extent and for so long as such contractual requirement prohibits such security interest or pledge; (m) any
property subject to a certificate of title (including motor vehicles) (except to the extent perfection can be accomplished through
the filing of UCC-1 financing statements); and (o) any other assets if and for so long as the Agent and the Borrower Agent agree
in writing that the cost of creating or perfecting pledges or security interests in such assets or obtaining title insurance or
surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Secured Creditors therefrom;
provided that notwithstanding anything herein to the contrary, Excluded Assets shall not include any proceeds, replacements or
substitutions of the foregoing Property (unless such proceeds, replacements or substitutions otherwise constitute Excluded Assets).


 






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Excluded
Deposit Accounts: (a) Trust Accounts, (b) zero balance disbursement accounts and (c) other Deposit Accounts maintained in
the Ordinary Course of Business containing cash amounts that do not exceed at any time $100,000 for any each such account and
$250,000 in the aggregate for all such accounts under this clause (c).


 


Excluded
Equity Interests: (a) any of the outstanding voting Equity Interests of any CFC or CFCHC that is a direct Foreign Subsidiary
of an Obligor in excess of 65% of all the voting Equity Interests of such CFC or CFCHC, and (b) any voting Equity Interests of
any CFC or CHCHC that is not a direct Foreign Subsidiary of an Obligor.


 


Excluded
Subsidiary: (a) each Immaterial Subsidiary, and (b) (i) any Subsidiary that is a “controlled foreign corporation”
within the meaning of Section 957 of the Code (a “CFC”), (ii) any Subsidiary that owns no material assets other than
the Capital Stock or indebtedness of one or more CFCs and/or one or more CFCHCs (a “CFCHC”) and (iii) any direct or
indirect Subsidiary of any CFC or CFCHC; provided, however that, notwithstanding the foregoing, no Borrower shall
be an Excluded Subsidiary.


 


Excluded
Swap Obligation: with respect to an Obligor, each Swap Obligation as to which, and only to the extent that, such Obligor’s
guaranty of or grant of a Lien as security for such Swap Obligation is or becomes illegal under the Commodity Exchange Act because
the Obligor does not constitute an “eligible contract participant” as defined in the act (determined after giving
effect to any keepwell, support or other agreement for the benefit of such Obligor and all guarantees of Swap Obligations by other
Obligors) when such guaranty or grant of Lien becomes effective with respect to the Swap Obligation. If a Hedging Agreement governs
more than one Swap Obligation, only the Swap Obligation(s) or portions thereof described in the foregoing sentence shall be Excluded
Swap Obligation(s) for the applicable Obligor.


 


Excluded
Taxes: (a) Taxes imposed on or measured by a Recipient’s net income (however denominated), franchise Taxes or branch
profits Taxes, in each case, (i) as a result of such Recipient being organized under the laws of, or having its principal office
or applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) constituting
Other Connection Taxes; (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender with respect
to its interest in a Revolver Loan or Revolver Commitment pursuant to a law in effect when the Lender becomes a party hereto,
acquires such interest (except pursuant to an assignment request by Borrower Agent under Section 13.4) or changes its Lending
Office, unless the Taxes were payable to its assignor immediately prior to such assignment or to the Lender immediately prior
to its change in Lending Office; (c) Taxes attributable to a Recipient’s failure to comply with Section 5.10; and
(d) U.S. federal withholding Taxes imposed pursuant to FATCA. In no event shall “Excluded Taxes” include any withholding
Tax imposed on amounts paid by or on behalf of a foreign Obligor to a Recipient that has complied with Section 5.10.2.


 






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Extraordinary
Expenses: all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency
of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair,
appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization
upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any
Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the
validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters
of Credit or Obligations, including any lender liability or other Claims; (c) the exercise of any rights or remedies of Agent
in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of taxes, charges or Liens with respect to
any Collateral; (e) any Enforcement Action; and (f) negotiation and documentation of any modification, waiver, workout, restructuring
or forbearance with respect to any Loan Documents or Obligations. Such costs, expenses and advances include transfer fees, Other
Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’
and auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees
of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.


 


FATCA:
Sections 1471 through 1474 of the Code (including any amended or successor version if substantively comparable and not materially
more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered
into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulator legislation, rules or practices adopted pursuant
to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the
Code.


 


Federal
Funds Rate: (a) the weighted average per annum interest rate on overnight federal funds transactions with members of the Federal
Reserve System on the applicable day (or the preceding Business Day, if the applicable day is not a Business Day), as published
by the Federal Reserve Bank of New York on the next Business Day; or (b) if the rate is not so published, the average rate per
annum (rounded up to the nearest 1/8 of 1%) charged to Bank of America on the applicable day on such transactions, as determined
by Agent; provided, that in no event shall the Federal Funds Rate be less than zero.


 


Financial
Covenant Trigger Period: at any time on or after the Availability Block Release Date has occurred, the period (a) commencing
on any day that Availability at any time is less than the greater of (i) 12.5% of the Borrowing Base and (ii) $8,000,000 and (b)
continuing until the date that, during each of the preceding 60 consecutive days (or any shorter period as Agent agrees in writing)
Availability has been greater than the greater of (i) 12.5% of the Borrowing Base and (ii) $8,000,000.


 


Fiscal
Quarter: each period of three (3) months, commencing on the first day of a Fiscal Year.


 


Fiscal
Year: the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on December 31 of each year.


 


Fixed
Charge Coverage Ratio: the ratio, determined on a consolidated basis for Borrowers and Subsidiaries for the applicable Measurement
Period, of (a) EBITDA minus Capital Expenditures (except those financed with Borrowed Money other than Revolver Loans)
and cash taxes paid, to (b) Fixed Charges.


 


Fixed
Charges: the sum of (a) cash interest expense (other than payment-in-kind) net of interest income received in cash, (b) principal
payments made on Borrowed Money, and (c) Distributions made.


 


FLSA:
the Fair Labor Standards Act of 1938.


 


Flood
Laws: the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973 and related laws.


 






    15


     


    

 


Foreign
Lender: any Lender that is not a U.S. Person.


 


Foreign
Plan: any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject
to the laws of the United States; or (b) mandated by a government other than the United States for employees of any Obligor or
Subsidiary.


 


Foreign
Subsidiary: a Subsidiary that is a “controlled foreign corporation” under Section 957 of the Code, such that a
guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result
in material tax liability to Borrowers.


 


Fronting
Exposure: a Defaulting Lender’s interest in LC Obligations, Swingline Loans and Protective Advances, except to the extent
Cash Collateralized by the Defaulting Lender or allocated to other Lenders hereunder.


 


Full
Payment: with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees
and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); and (b) if such Obligations
are LC Obligations or inchoate or contingent in nature, Cash Collateralization thereof (or delivery of a standby letter of credit
acceptable to Agent in its discretion, in the amount of required Cash Collateral). No Revolver Loans shall be deemed to have been
paid in full unless all Revolver Commitments related to such Revolver Loans are terminated.


 


GAAP:
generally accepted accounting principles in effect in the United States from time to time.


 


Governmental
Approvals: all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required
reports to, all Governmental Authorities.


 


Governmental
Authority: any federal, state, local, foreign or other agency, authority, body, commission, court, instrumentality, political
subdivision, central bank, or other entity or officer exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions for any governmental, judicial, investigative, regulatory or self-regulatory authority (including the Financial
Conduct Authority, the Prudential Regulation Authority and any supra-national bodies such as the European Union or European Central
Bank).


 


Guarantied
Obligations: as defined in Section 15.1.


 


Guarantor
Payment: as defined in Section 5.11.3.


 


Guarantor
each Person who executes or becomes a party to this Agreement as a guarantor pursuant to Section 15 or otherwise executes
and delivers a Guaranty and each other Person that guarantees payment or performance of Obligations.


 


Guaranty:
each guaranty provided under Section 15 hereof and each guaranty agreement guaranteeing any of the Obligations executed
by a Guarantor in favor of Agent and in form and substance reasonably acceptable to the Agent.


 


Hedging
Agreement: a “swap agreement” as defined in Bankruptcy Code Section 101(53B)(A).


 






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Immaterial
Subsidiary: any Subsidiary of a Borrower that, as of the date of determination, does not have (a) assets (when combined with
the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 4.00% of consolidated
total assets or (b) generate EBITDA for the most recent twelve month period (when combined with EBITDA generated by all other
Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 4.00% of total EBITDA for the applicable twelve
month period; provided that, as of the date of determination, no Immaterial Subsidiary shall have (x) assets in excess of 3.00%
of consolidated total assets or (y) contribute EBITDA for the applicable twelve month period in excess of 3.00% of total EBITDA
for the applicable twelve month period.


 


Indemnified
Taxes: (a) Taxes, other than Excluded Taxes, imposed on or relating to any payment of an Obligation; and (b) to the extent
not otherwise described in clause (a), Other Taxes.


 


Indemnitees:
Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.


 


Insolvency
Proceeding: any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement
of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt
adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such
Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.


 


Inspection
Trigger Event: (a) an Event of Default occurs or (b) Availability (calculated without regard to the Availability Block) at
any time is less than the greater of (i) 15% of the Borrowing Base and (ii) $10,000,000.


 


Intellectual
Property: all intellectual property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks,
trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments
or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to
use any of the foregoing; and all books and records relating to the foregoing.


 


Intellectual
Property Claim: any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s
ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates
another Person’s Intellectual Property.


 


Intercreditor
Agreement: means that certain Intercreditor Agreement dated as of the Closing Date by and among the Term Agent, Lender and
acknowledged by the Borrower and as hereafter further amended from time to time in accordance with the terms thereof.


 


Interest
Period: as defined in Section 3.1.3.


 


Inventory:
as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw
materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing,
packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in a Borrower’s business
(but excluding Equipment).


 


Inventory
Formula Amount: the sum of (i) the lesser of (a) 70% of the Value of Eligible Inventory; and (b) 85% of the NOLV Percentage
of the Value of Eligible Inventory; provided, that the portion of the Inventory Formula Amount consisting of work in process
Inventory shall be not exceed the lesser of (1) 15% of the Borrowing Base before giving effect to this proviso and (2) $10,000,000
and (ii) the lesser of (a) 70% of the Value of Eligible In-Transit Inventory and (b) 85% of the NOLV Percentage of the Value of
Eligible In-Transit Inventory; provided that the sum of (i) and (ii) shall not exceed 65% of the Borrowing Base after giving
effect to this proviso.


 






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Inventory
Reserve: reserves established by Agent to reflect factors that may negatively impact the Value of Inventory, including change
in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns and vendor chargebacks.


 


Investment:
an Acquisition, an acquisition of record or beneficial ownership of any Equity Interests of a Person, or an advance or capital
contribution to or other investment in a Person.


 


Investment
Grade Accounts Formula Amount: 90% of the Value of Investment Grade Eligible Accounts.


 


Investment
Grade Eligible Accounts: Eligible Accounts owing from Account Debtors who have a credit rating of at least BBB- or higher
by S&P or Baa3 or higher by Moody's.


 


IRS:
the United States Internal Revenue Service.


 


Issuing
Bank: Bank of America (including any Lending Office of Bank of America), or any replacement issuer appointed pursuant to Section
2.3.4.


 


Issuing
Bank Indemnitees: Issuing Bank and its officers, directors, employees, Affiliates, agents and attorneys.


 


LC
Application: an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory
to Issuing Bank and Agent.


 


LC
Conditions: upon giving effect to issuance of a Letter of Credit, (a) the conditions in Section 6 are satisfied;
(b) total LC Obligations do not exceed the Letter of Credit Subline and Revolver Usage does not exceed the Borrowing Base; (c)
the Letter of Credit and payments thereunder are denominated in Dollars or other currency satisfactory to Agent and Issuing Bank;
and (d) the purpose and form of the Letter of Credit are satisfactory to Agent and Issuing Bank in their discretion.


 


LC
Documents: all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or
any other Person to Issuing Bank or Agent in connection with any Letter of Credit.


 


LC
Obligations: the sum of (a) all amounts owing by Borrowers for drawings under Letters of Credit; and (b) the Stated Amount
of all outstanding Letters of Credit.


 


LC
Request: a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory
to Agent and Issuing Bank.


 


Lender
Indemnitees: Lenders and Secured Bank Product Providers, and their officers, directors, employees, Affiliates, agents and
attorneys.


 


Lenders:
lenders party to this Agreement (including Agent in its capacity as provider of Swingline Loans) and any Person who hereafter
becomes a “Lender” pursuant to an Assignment, including any Lending Office of the foregoing.


 


Lending
Office: the office (including any domestic or foreign Affiliate or branch) designated as such by Agent, a Lender or Issuing
Bank by notice to Borrower Agent and, if applicable, Agent.


 






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Letter
of Credit: any standby or documentary letter of credit, foreign guaranty, documentary bankers acceptance, indemnity, reimbursement
agreement or similar instrument issued by Issuing Bank for the account or benefit of a Borrower or Affiliate of a Borrower.


 


Letter
of Credit Subline: $10,000,000.


 


LIBOR:
the per annum rate of interest (rounded up to the nearest 1/8th of 1%) determined by Agent at or about 11:00 a.m. (London time)
two Business Days prior to an interest period, for a term equivalent to such period, equal to the London Interbank Offered Rate,
or comparable or successor rate approved by Agent, as published on the applicable Reuters screen page (or other commercially available
source designated by Agent from time to time); provided, that any comparable or successor rate shall be applied by Agent,
if administratively feasible, in a manner consistent with market practice; and provided further, that in no event shall
LIBOR be less than zero (0).


 


LIBOR
Loan: each set of LIBOR Revolver Loans having a common length and commencement of Interest Period.


 


LIBOR
Revolver Loan: a Revolver Loan that bears interest based on LIBOR.


 


LIBOR
Screen Rate: the LIBOR quote on the applicable screen page Agent designates to determine LIBOR (or such other commercially
available source providing such quotations as may be designated by Agent from time to time).


 


LIBOR
Successor Rate as defined in Section 3.6.


 


LIBOR
Successor Rate Conforming Changes with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition
of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative
matters as may be appropriate, in the reasonable discretion of Agent, to reflect the adoption of such LIBOR Successor Rate and
to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent determines
in its reasonable judgment that adoption of any portion of such market practice is not administratively feasible or that no market
practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as Agent determines
in consultation with Borrower Agent).


 


License:
any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture,
marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.


 


Licensor:
any Person from whom an Obligor obtains the right to use any Intellectual Property.


 


Lien:
a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security
interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction,
lease, or other title exception or encumbrance.


 






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Lien
Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located
on leased premises or premises subject to a mortgage, the lessor or mortgagee, as applicable, waives or subordinates any Lien
it may have on the Collateral, and agrees to permit the Agent to enter upon the premises and remove the Collateral or to use the
premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker
or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents
in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c)
for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates
any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral
subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor,
to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual
Property, whether or not a default exists under any applicable License.


 


Liquidity:
the sum of (a) Availability (calculated without regard to the Availability Block) plus (b) unrestricted cash and Cash Equivalents
of Borrowers held in Deposit Accounts and Securities Accounts in the United States.


 


Loan
Documents: this Agreement, Other Agreements and Security Documents.


 


Loan
Year: each 12 month period commencing on the Closing Date or an anniversary thereof.


 


Margin
Stock: as defined in Regulation U of the Board of Governors.


 


Material
Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances,
(a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or financial
condition of the Obligors, taken as a whole, on the value of any material Collateral, on the enforceability of any Loan Document,
or on the validity or priority of Agent’s Liens on any Collateral; (b) materially impairs the ability of the Obligors, taken
as a whole, to perform their payment obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise
materially and adversely impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any
Collateral.


 


Material
Contract: any written agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents)
(a) that is deemed to be a material contract under any securities law applicable to such Person, including the Securities Act
of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material
Adverse Effect; or (c)(i) that relates to Subordinated Debt, or to Debt, in each case, in an aggregate amount of $7,500,000 or
more and (ii) the Term Debt.


 


Material
Indebtedness: (a) any Subordinated Debt and Permitted Convertible Debt, in each case, in an aggregate amount of $7,500,000
or more and (b) the Term Debt.


 


Measurement
Period: (a) for all measurement dates occurring on or prior to March 31, 2020, a cumulative monthly period measured on a period-to-date
basis for the period commencing on May 1, 2019 and (b) for all measurement dates occurring thereafter, on a trailing
twelve month basis.


 


Moody’s:
Moody’s Investors Service, Inc. or any successor reasonably acceptable to Agent.


 


Multiemployer
Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which an Obligor or ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.


 


Multiple
Employer Plan: a Plan that has two or more contributing sponsors, including an Obligor or ERISA Affiliate, at least two of
whom are not under common control, as described in Section 4064 of ERISA.


 






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Net
Proceeds: with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received
by a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred
in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted
Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until
such reserves are no longer needed.


 


NOLV
Percentage: the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly,
negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal
of Borrowers’ Inventory performed by an appraiser and on terms reasonably satisfactory to Agent.


 


Non-Investment
Grade Accounts Formula Amount: 85% of the Value of Non-Investment Grade Eligible Accounts.


 


Non-Investment
Grade Eligible Accounts: Eligible Accounts other than Investment Grade Eligible Accounts.


 


Notice
of Borrowing: a request by Borrower Agent for a Borrowing of Revolver Loans, in form satisfactory to Agent.


 


Notice
of Conversion/Continuation: a request by Borrower Agent for conversion or continuation of a Revolver Loan as a LIBOR Loan,
in form satisfactory to Agent.


 


Obligations:
all (a) principal of and premium, if any, on the Revolver Loans, (b) LC Obligations and other obligations of Obligors with respect
to Letters of Credit, (c) interest, expenses, fees, indemnification obligations, Extraordinary Expenses and other amounts payable
by Obligors under Loan Documents, (d) Secured Bank Product Obligations, and (e) other Debts, obligations and liabilities of any
kind owing by Obligors pursuant to the Loan Documents, in each case whether now existing or hereafter arising, whether evidenced
by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance
of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent,
due or to become due, primary or secondary, or joint or several; provided, that Obligations of an Obligor shall not include its
Excluded Swap Obligations.


 


Obligor:
each Borrower, Guarantor or other Person that is liable for payment of any Obligations or that has granted a Lien on its assets
in favor of Agent to secure any Obligations.


 


OFAC:
Office of Foreign Assets Control of the U.S. Treasury Department.


 


Ordinary
Course of Business: the ordinary course of business of any Borrower or Subsidiary, undertaken in good faith and consistent
with Applicable Law and past practices.


 


Organic
Documents: with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization,
limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate
of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or
operation of such Person.


 






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OSHA:
the Occupational Safety and Hazard Act of 1970.


 


Other
Agreement: each LC Document, fee letter, the Intercreditor Agreement, Lien Waiver, Borrowing Base Report, Compliance Certificate,
Borrower Materials, or other note, document, instrument or agreement (other than this Agreement or a Security Document) now or
hereafter delivered by an Obligor or other Person to Agent or a Lender in connection with any transactions relating hereto.


 


Other
Connection Taxes: Taxes imposed on a Recipient due to a present or former connection between it and the taxing jurisdiction
(other than connections arising from the Recipient having executed, delivered, become party to, performed obligations or received
payments under, received or perfected a Lien or engaged in any other transaction pursuant to, enforced, or sold or assigned an
interest in, any Revolver Loan or Loan Document).


 


Other
Taxes: all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any
payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a Lien under, or otherwise with respect to, any Loan Document, except Other Connection Taxes imposed with respect to an assignment
(other than an assignment made pursuant to Section 13.4(c)).


 


Overadvance:
as defined in Section 2.1.5.


 


Participant:
as defined in Section 13.2.


 


Patriot
Act: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).


 


Payment
Conditions: with respect to any Specified Transaction, after the Availability Block Release Date has occurred, the satisfaction
of the following conditions:


 


(a) as
of the date of any such Specified Transaction and immediately after giving effect thereto, no Default or Event of Default has
occurred and is continuing;


 


(b) Availability
(after giving Pro Forma Effect to such Specified Transaction) during the thirty (30) consecutive day period ending on and including
the date of such Specified Transaction, shall be not less than the greater of (i) 20% of the Borrowing Base and (ii) $15,000,000,
as of such date;


 


(c) the
Fixed Charge Coverage Ratio as of the end of the most recently ended Measurement Period prior to the making of such Specified
Transaction, calculated on a Pro Forma Basis, shall be equal to or greater than 1.00 to 1.00; and


 


(d) the
Agent shall have received a certificate of an authorized officer of the Borrower Agent certifying as to compliance with the preceding
clauses and demonstrating (in reasonable detail) the calculations required thereby.


 


Payment
Item: each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.


 


PBGC:
the Pension Benefit Guaranty Corporation.


 


Pension
Funding Rules: Code and ERISA rules regarding minimum required contributions (including installment payments) to Pension Plans
set forth in, for plan years ending prior to the Pension Protection Act of 2006 effective date, Section 412 of the Code and Section
302 of ERISA, both as in effect prior to such act, and thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections
302, 303, 304 and 305 of ERISA.


 






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Pension
Plan: any employee pension benefit plan (as defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject
to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a)
of ERISA, has made contributions at any time during the preceding five plan years.


 


Permitted
Acquisition: any Acquisition as long as (a) the Acquisition is consensual; (b) the assets, business or Person being acquired
is useful or engaged in the business of Borrowers and Subsidiaries, is located or organized within the United States, and had
positive EBITDA for the 12 month period most recently ended; (c) no Debt or Liens are assumed or incurred, except as permitted
by Sections 10.2.1(f), 10.2.1(i) and 10.2.2(j); (d) the Payment Conditions are satisfied with respect thereto; and (e)
Borrowers deliver to Agent, (i) at least 10 Business Days prior to the Acquisition, copies of all material agreements relating
thereto and (ii) on the date of such Acquisition, a certificate, in form and substance reasonably satisfactory to Agent, stating
that the Acquisition is a “Permitted Acquisition” and demonstrating compliance with the foregoing requirements.


 


Permitted
Asset Disposition: as long as no Default or Event of Default exists and all Net Proceeds are remitted to the Dominion Account,
an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business; (b) a disposition of Equipment that,
in the aggregate during any 12 month period, has a fair market or book value (whichever is more) of $2,000,000 or less; (c) a
disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable or a disposition of Equipment that is obsolete
or not necessary for operations in the Ordinary Course of Business; (d) termination of a lease of real or personal Property that
is not necessary for the Ordinary Course of Business, could not reasonably be expected to have a Material Adverse Effect and does
not result from an Obligor’s default; (e) dispositions resulting from any casualty or other insured damage to, or any taking
under any power of eminent domain or by condemnation or similar proceedings of , any Property of any Obligor or any Subsidiary;
(f) any transactions permitted by Sections 10.2.2, 10.2.4, 10.2.5, 10.2.7, 10.2.8, or 10.2.9, each to the extent
deemed a Asset Disposition; (g) non-exclusive licensing agreement for Intellectual Property, leases, or subleases, in each case
in the Ordinary Course of Business; or (e) approved in writing by Agent and Required Lenders.


 


Permitted
Contingent Obligations: Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in
the Ordinary Course of Business; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and
any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d)
incurred in the Ordinary Course of Business with respect to surety, appeal or performance bonds, or other similar obligations;
(e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted
hereunder; (f) incurred in respect of take-or-pay obligations contained in supply arrangements and repurchase obligations under
commercial contracts, in each case, in the Ordinary Course of Business; (f) arising under the Loan Documents; or (g) in an aggregate
amount of $2,000,000 or less at any time.


 


Permitted
Convertible Debt: Debt of one or more Borrowers (a) that is convertible into common stock of a Borrower (and cash in lieu
of fractional shares), (b) that is unsecured, (c) that does not have a stated maturity prior to the date that is 91 days after
the Revolver Termination Date in effect at the time of issuance of the Debt, and (d) with an aggregate principal outstanding amount
not exceeding (i) prior to a Qualified IPO, $25,000,000 and (ii) following a Qualified IPO and at any time on or after the Availability
Block Release Date, $75,000,000.


 






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Permitted
Discretion: a determination made in the exercise, in good faith, of reasonable business judgment (from the perspective of
a secured, asset-based lender).


 


Permitted
Holders: means (a) any Person that is a stockholder of the Borrower as of the Closing Date, (b) any Controlled Affiliate of
any such Person and (c) any trust or partnership created solely for the benefit of any natural person that is a stockholder of
the Borrower as of the Closing Date and/or members of the family of any natural person that is a stockholder of the Borrower as
of the Closing Date, in each case, pursuant to an estate planning vehicle of such natural person.


 


Permitted
Lien: as defined in Section 10.2.2.


 


Permitted
Purchase Money Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money
Lien, as long as the aggregate amount does not exceed (i) prior to a Qualified IPO, $5,000,000 and (ii) following a Qualified
IPO and at any time on or after the Availability Block Release Date, $15,000,000 at any time and its incurrence does not violate
Section 10.2.3.


 


Person:
any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization,
Governmental Authority or other entity.


 


Plan:
an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or ERISA Affiliate, or to
which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees.


 


Platform:
as defined in Section 14.3.3.


 


Pledged
Interest: as defined in Section 7.4.1.


 


Prime
Rate: the rate of interest announced by Bank of America from time to time as its prime rate. Such rate is set by Bank of America
on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above or below such rate. Any change in such rate publicly
announced by Bank of America shall take effect at the opening of business on the day specified in the announcement.


 


Pro
Forma Adjustment: for the purposes of calculating EBITDA for any measurement period, if at any time during such measurement
period, any Borrower or any of its Subsidiaries shall have made a Permitted Acquisition or Asset Disposition, EBITDA for such
measurement period shall be calculated after giving pro forma effect thereto as if any such Permitted Acquisition or Asset Disposition
occurred on the first day of such measurement period, including (a) with respect to an any Permitted Acquisition, inclusion of
the actual historical results of operation of such acquired Person or line of business during such measurement period) and (b)
with respect to any Asset Disposition, exclusion of the actual historical results of operations of the disposed of Person or line
of business or assets during such measurement period.


 


Pro
Forma Basis and Pro Forma Effect: with respect to compliance with any applicable test, financial ratio or covenant
hereunder, that (a) the Pro Forma Adjustment shall have been made, to the extent applicable, and, without duplication, (b) all
Specified Transactions that have been made during the applicable period of measurement or subsequent to such period and prior
to or simultaneously with the event for which the calculation is made (the period beginning on the first day of such period of
measurement and continuing until the date of the consummation of such event, the “Reference Period”) shall be deemed
to have occurred as of the first day of the applicable Reference Period; provided that (i) income statement items (whether
positive or negative) attributable to the property or Person subject to such Specified Transaction, shall be included in the case
of a Permitted Acquisition or Investment described in the definition of Specified Transaction, and (ii) all Debt issued, incurred
or assumed as a result of, or to finance, any Specified Transaction (other than Debt under the Loan Documents) or permanently
repaid in connection with any Specified Transaction during the Reference Period shall be deemed to have been issued, incurred,
assumed or permanently repaid at the beginning of such Reference Period (with interest expense of such Person attributable to
any Debt for which pro forma effect is being given as provided in preceding clause (ii) that has a floating or formula
rate, shall have an implied rate of interest for the applicable Reference Period determined by utilizing the rate that is or would
be in effect with respect to such Debt as at the relevant date of determination); provided, that, the foregoing
pro forma adjustments may be applied to any such test, financial ratio or covenant solely to the extent that such adjustments
are consistent with the definition of EBITDA and the definition of Pro Forma Adjustment.


 






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Pro
Rata: with respect to any Lender, a percentage (rounded to the ninth decimal place) determined (a) by dividing the amount
of such Lender’s Revolver Commitment by the aggregate outstanding Revolver Commitments; or (b) following termination of
the Revolver Commitments, by dividing the amount of such Lender’s Revolver Loans and LC Obligations by the aggregate outstanding
Revolver Loans and LC Obligations or, if all Revolver Loans and LC Obligations have been paid in full and/or Cash Collateralized,
by dividing such Lender’s and its Affiliates’ remaining Obligations by the aggregate remaining Obligations.


 


Properly
Contested: with respect to any obligation of an Obligor, (a) the obligation is subject to a bona fide dispute regarding amount
or the Obligor’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings
promptly instituted and diligently pursued; (c) appropriate reserves have been established in accordance with GAAP; (d) non-payment
could not have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Obligor; (e) no Lien (other than
a Permitted Lien) is imposed on assets of the Obligor, unless bonded and stayed to the satisfaction of Agent; and (f) if the obligation
results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.


 


Property:
any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


Protective
Advances: as defined in Section 2.1.6.


 


Purchase
Money Debt: (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other
than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any
of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.


 


Purchase
Money Lien: a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt and constituting
a Capital Lease or a purchase money security interest under the UCC.


 


Qualified
ECP: an Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant”
under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under
Section 1a(18)(A)(v)(II) of such act.


 


Qualified
IPO: an underwritten public offering of the Equity Interests of Borrower which generates cash proceeds of at least $125,000,0000.


 






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RCRA:
the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).


 


Real
Estate: all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures,
parking areas or other improvements thereon.


 


Recipient:
Agent, Issuing Bank, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account
of an Obligation.


 


Refinancing
Conditions: (a) the Refinancing Debt is in an aggregate principal amount that does not exceed the principal amount of the
Debt being extended, renewed or refinanced (other than by the amount of premiums paid thereon, any paid-in-kind or other capitalized
interest and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto);
(b) it has a final maturity no sooner than, a weighted average life no less than, and an interest rate no greater than 3.00% in
excess of the rate applicable to, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at
least to the same extent as the Debt being extended, renewed or refinanced; (d) the representations, covenants and defaults applicable
to it are no less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced; (e) no additional
Lien is granted to secure it; (f) no additional Person is obligated on such Debt; and (g) upon giving effect to it, no Default
or Event of Default exists.


 


Refinancing
Debt: Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b),
(d), (f) or (i).


 


Reimbursement
Date: as defined in Section 2.3.2.


 


Rent
and Charges Reserve: the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman,
processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert
a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could be payable to any
such Person, unless it has executed a Lien Waiver.


 


Report:
as defined in Section 12.2.3.


 


Reportable
Event: any event set forth in Section 4043(c) of ERISA, other than an event for which the 30 day notice period has been waived.


 


Reporting
Trigger Period: the period (a) commencing on any day that (i) an Event of Default occurs or (ii) Availability (calculated
without regard to the Availability Block) at any time is less than the greater of (A) 15% of the Borrowing Base and (B) $10,000,000,
and (b) continuing until the date that, during each of the preceding 60 consecutive days (or any shorter period as Agent agrees
in writing), both (i) no Event of Default has occurred or been continuing and (ii) Availability (calculated without regard to
the Availability Block) has been greater than the greater of (A) 15% of the Borrowing Base and (B) $10,000,000.


 


Required
Lenders: one or more unaffiliated Secured Parties holding more than 50% of (a) the aggregate outstanding Revolver Commitments;
or (b) after termination of the Revolver Commitments, the aggregate outstanding Revolver Loans and LC Obligations or, upon Full
Payment of all Revolver Loans and LC Obligations, the aggregate remaining Obligations; provided, that Revolver Commitments,
Revolver Loans and other Obligations held by a Defaulting Lender and its Affiliates shall be disregarded in making such calculation,
but any related Fronting Exposure shall be deemed held as a Loan or LC Obligation by the Lender that funded the applicable Loan
or issued the applicable Letter of Credit.


 






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Restrictive
Agreement: an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or
other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend
or renew any agreement evidencing Borrowed Money, or to repay any intercompany Debt.


 


Revolver
Commitment: for any Lender, its obligation to make Revolver Loans and to participate in LC Obligations up to the maximum principal
amount shown on Schedule 1.1, as hereafter modified pursuant to Section 2.1.7 or an Assignment to which it is a
party. “Revolver Commitments” means the aggregate amount of such commitments of all Lenders.


 


Revolver
Loan: any loan made pursuant to Section 2.1 or as a Swingline Loan.


 


Revolver
Termination Date: May 9, 2024. Revolver Usage: (a) the aggregate amount of outstanding Revolver Loans; plus (b) the
aggregate Stated Amount of outstanding Letters of Credit, except to the extent Cash Collateralized by Borrowers.


 


S&P:
Standard & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc., or any successor acceptable
to Agent.


 


Sanction:
any sanction administered or enforced by the U.S. government (including OFAC), United Nations Security Council, European Union,
U.K. government or other sanctions authority.


 


Secured
Bank Product Obligations: Debt, obligations and other liabilities with respect to Bank Products owing by a Borrower or Affiliate
of a Borrower to a Secured Bank Product Provider; provided, that Secured Bank Product Obligations of an Obligor shall not
include its Excluded Swap Obligations.


 


Secured
Bank Product Provider: (a) Bank of America or any of its Affiliates; and (b) any other Lender or Affiliate of a Lender that
is providing a Bank Product, provided such provider delivers written notice to Agent, in form and substance satisfactory to Agent,
within 10 days following the later of the Closing Date or creation of the Bank Product, (i) describing the Bank Product and setting
forth the maximum amount to be secured by the Collateral and the methodology to be used in calculating such amount, and (ii) agreeing
to be bound by Section 12.13.


 


Secured
Parties: Agent, Issuing Bank, Lenders and Secured Bank Product Providers.


 


Security
Documents: the Guaranties, Control Agreements, and all other documents, instruments and agreements now or hereafter securing
(or given with the intent to secure) any Obligations.


 


Senior
Officer: the chairman of the board, president, chief executive officer or chief financial officer of a Borrower or, if the
context requires, an Obligor.


 


Settlement
Report: a report summarizing Revolver Loans and participations in LC Obligations outstanding as of a given settlement date,
allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.


 


Sold
Entity or Business: shall have the meaning assigned to such term in the definition of “EBITDA.”


 


Solvent:
as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its
debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable
value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital
that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and
transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy
Code; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under
any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present
or future creditors of such Person or any of its Affiliates. “Fair salable value” means the amount that could be obtained
for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable
and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.


 






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Specified
Debt Payment: any payment or prepayment of Debt made pursuant to Section 10.2.8(b).


 


Specified
Distribution: any Distribution made pursuant to Section 10.2.4(a)(ix).


 


Specified
Investment: any Investment made pursuant to Section 10.2.5(d) and Section 10.2.5(e).


 


Specified
Obligor: an Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined
prior to giving effect to Section 5.11).


 


Specified
Transaction: each Specified Debt Payment, Specified Investment, Specified Distribution and Permitted Acquisition.


 


Spot
Rate: the exchange rate, as determined by Agent, that is applicable to conversion of one currency into another currency, which
is (a) the exchange rate reported by Bloomberg (or other commercially available source designated by Agent) as of the end of the
preceding business day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the
spot rate for the purchase of the first currency with the second currency as in effect during the preceding business day in Agent’s
principal foreign exchange trading office for the first currency.


 


Stated
Amount: the outstanding amount of a Letter of Credit, including any automatic increase or tolerance (whether or not then in
effect) provided by the Letter of Credit or related LC Documents.


 


Subordinated
Debt: Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations,
and is on terms (including maturity, interest, fees, repayment, covenants and subordination) reasonably satisfactory to Agent.


 


Subsidiary:
any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or combination of Borrowers (including
indirect ownership through other entities in which a Borrower directly or indirectly owns 50% of the voting securities or Equity
Interests).


 


Subsidiary
Guarantor: each Subsidiary of a Borrower that is a Guarantor.


 


Swap
Obligations: with respect to an Obligor, its obligations under a Hedging Agreement that constitutes a “swap” within
the meaning of Section 1a(47) of the Commodity Exchange Act.


 


Swingline
Loan: any Borrowing of Base Rate Revolver Loans funded with Agent’s funds, until such Borrowing is settled among Lenders
or repaid by Borrowers.


 






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Taxes:
all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


Term
Agent: Hercules Capital, Inc., in its capacity as Second Lien Agent (as defined in the Intercreditor Agreement).


 


Term
Debt: all “Obligations” owed to the “Lenders” (as such terms are defined in the Term Loan Agreement)
pursuant to the Term Debt Documents, including without limitation a fee in the amount of $2,332,500 due June 1, 2019.


 


Term
Debt Documents: means (a) the Term Loan Agreement and (b) each of the other agreements, instruments and other documents with
respect to the Term Debt, all as in effect on the Closing Date or as may be amended, modified, refinanced or supplemented from
time to time in accordance with the Intercreditor Agreement.


 


Term
Loan Agreement: that certain Amended and Restated Loan and Security Agreement dated as of October 31, 2017 by and among Borrower
and its Qualified Subsidiaries (as defined in the Term Loan Agreement) party thereto as “Borrowers”, Term Agent and
the other financial institutions from time to time party thereto as “Lenders”, as in effect on the Closing Date or
as it may be amended, modified, refinanced or supplemented from time to time in accordance with the Intercreditor Agreement.


 


Transferee:
any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.


 


Trust
Accounts: Deposit Accounts or Securities Accounts containing cash, cash equivalents or Securities (a) held exclusively for
payroll and payroll taxes, (b) held exclusively for employee benefit payments and expenses related to an Obligor’s employees,
(c) required to be collected, remitted or withheld exclusively to pay taxes (including, without limitation, federal and state
withholding taxes (including the employer’s share thereof)) or (d) held by any Obligor expressly in trust or as an escrow
or fiduciary for another person which is not an Obligor.


 


UCC:
the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection
or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.


 


Unfunded
Pension Liability: the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over
the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension
Plan pursuant to the Code, ERISA or the Pension Protection Act of 2006 for the applicable plan year.


 


Unused
Line Fee Rate: a per annum rate equal to (a) 0.375% at any time prior to the Availability Block Release Date and (b) 0.25%
at any time on or after the Availability Block Release Date.


 


Upstream
Payment: a Distribution by a Subsidiary of a Borrower to such Borrower.


 


U.S.
Person: “United States Person” as defined in Section 7701(a)(30) of the Code.


 


U.S.
Tax Compliance Certificate: as defined in Section 5.10.2(b)(iii).


 






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Value:
(a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis,
and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account,
its face amount, net of (i) any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including
sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person and (ii) the amount
of any premiums, deductibles, co-insurance, fees or similar costs of and amounts payable by any Borrower relating to any acceptable
credit insurance obtained with respect to such Account.


 


Write-Down
and Conversion Powers: the write-down and conversion powers of the applicable EEA Resolution Authority from time to time under
the Bail-In Legislation for the applicable EEA Member Country, which powers are described in the EU Bail-In Legislation Schedule.


 


1.2
Accounting Terms. Under the Loan Documents (except as otherwise
specified therein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial
statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements
of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial
statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such
change, the change is disclosed to Agent, and all relevant provisions of the Loan Documents are amended in a manner satisfactory
to Required Lenders to take into account the effects of the change. All obligations of any Person that are or would be characterized
as operating lease obligations in accordance with GAAP on or prior to the Closing Date (whether or not such operating lease obligations
were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capital Lease obligations)
for purposes of this Agreement regardless of any change in GAAP following the Closing Date (or any required implementation of
any change in GAAP promulgated prior to the Closing Date) that would otherwise require such obligations to be recharacterized
as Capital Lease obligations.


 


1.3
Uniform Commercial Code. As used herein, the following terms are
defined in accordance with the UCC in effect in the State of New York from time to time: “Account,” “Account
Debtor,” “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,”
“Equipment,” “General Intangibles,” “Goods,” “Instrument,” “Investment Property,”
“Letter-of-Credit Right”, “Securities”, “Securities Account” and “Supporting Obligation.”


 


1.4
Certain Matters of Construction. The terms “herein,”
“hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to
any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of
periods of time from a specified date to a later specified date, “from” means “from and including,” and
“to” and “until” each mean “to but excluding.” The terms “including” and “include”
shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule
of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall
not affect the interpretation of any Loan Document. All references to (a) laws include all related regulations, interpretations,
supplements, amendments and successor provisions; (b) any document, instrument or agreement include any amendments, waivers and
other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the
context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires,
exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns;
(f) time of day means time of day at Agent’s notice address under Section 14.3.1;
or (g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion
of such Person exercised at any time. All references to Value, Borrowing Base components, Revolver Loans, Letters of Credit, Obligations
and other amounts herein shall be denominated in Dollars, unless expressly provided otherwise, and all determinations (including
calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light
of the circumstances existing at such time. Borrowing Base calculations shall be consistent with historical methods of valuation
and calculation, and otherwise reasonably satisfactory to Agent (and not necessarily calculated in accordance with GAAP). Borrowers
shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender
under any Loan Documents. No provision of any Loan Documents shall be construed against any party by reason of such party having,
or being deemed to have, drafted the provision. Reference to a Borrower’s “knowledge” or similar concept means
actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good
faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good
faith attempt to ascertain the matter. All covenants under Section 10.2 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 be otherwise within the limitations of, another covenant, shall not avoid the occurrence of
an Event of Default or Default if such action is taken or condition exists.


 






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1.5
Currency Equivalents.


 


1.5.1 Calculations.
All references in the Loan Documents to Revolver Loans, Letters of Credit, Obligations, Borrowing Base components and other amounts
shall be denominated in Dollars, unless expressly provided otherwise. The Dollar Equivalent of any amounts denominated or reported
under a Loan Document in a currency other than Dollars shall be determined by Agent on a daily basis, based on the current Spot
Rate. Borrowers shall report Value and other Borrowing Base components to Agent in the currency invoiced by Borrowers (for Accounts)
or shown in Borrowers’ financial records (for all other assets), and unless expressly provided otherwise, shall deliver
financial statements and calculate financial covenants in Dollars. Notwithstanding anything herein to the contrary, if an Obligation
is funded or expressly denominated in a currency other than Dollars, Borrowers shall repay such Obligation in such other currency.


 


1.5.2 Judgments.
If, in connection with obtaining judgment in any court, it is necessary to convert a sum from the currency provided under a Loan
Document (“Agreement Currency”) into another currency, the Spot Rate shall be used as the rate
of exchange. Notwithstanding any judgment in a currency (“Judgment Currency”) other than the Agreement Currency,
a Borrower shall discharge its obligation in respect of any sum due under a Loan Document only if, on the Business Day following
receipt by Agent of payment in the Judgment Currency, Agent can use the amount paid to purchase the sum originally due in the
Agreement Currency. If the purchased amount is less than the sum originally due, such Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify Agent and Lenders against such loss. If the purchased amount is greater than
the sum originally due, Agent shall return the excess amount to such Borrower (or to the Person legally entitled thereto).


 


SECTION
2. CREDIT FACILITIES


 


2.1 Revolver
Commitment.


 


2.1.1 Revolver
Loans. Each Lender agrees, severally on a Pro Rata basis up to its Revolver Commitment, on the terms set forth herein, to
make Revolver Loans to Borrowers from time to time through the Commitment Termination Date. The Revolver Loans may be repaid and
reborrowed as provided herein. In no event shall Lenders have any obligation to honor a request for a Revolver Loan if Revolver
Usage at such time plus the requested Revolver Loan would exceed the Borrowing Base.


 






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2.1.2 Notes.
Revolver Loans and interest accruing thereon shall be evidenced by the records of Agent and the applicable Lender. At the request
of a Lender, Borrowers shall deliver promissory note(s) to such Lender, evidencing its Revolver Loans.


 


2.1.3 Use
of Proceeds. The proceeds of Revolver Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees
and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement;
and (d) for lawful corporate purposes of Borrowers, including working capital and the manufacture and sale of buses that promote
clean transportation and pollution prevention. Borrowers shall not, directly or indirectly, use any Letter of Credit or Revolver
Loan proceeds, nor use, lend, contribute or otherwise make available any Letter of Credit or Revolver Loan proceeds to any Subsidiary,
joint venture partner or other Person, (i) to fund any activities of or business with any Person, or in any Designated Jurisdiction,
that, at the time of issuance of the Letter of Credit or funding of the Loan, is the target of any Sanction; or (ii) in any manner
that would result in a violation of a Sanction by any Person (including any Secured Party or other individual or entity participating
in any transaction).


 


2.1.4 Voluntary
Reduction or Termination of Revolver Commitments.


 


(a) The
Revolver Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement.
Upon at least 15 days prior written notice to Agent at any time, Borrowers may, at their option, terminate the Revolver Commitments
and this credit facility. Any notice of termination given by Borrowers shall be irrevocable, but may be contingent upon a refinancing
or third party transaction. On the termination date, Borrowers shall make Full Payment of all Obligations.


 


(b) Borrowers
may permanently reduce the Revolver Commitments, on a ratable basis for all Lenders, upon at least 15 days prior written notice
to Agent, which notice shall specify the amount of the reduction and shall be irrevocable once given, but may be contingent upon
a refinancing or third party transaction. Each reduction shall be in a minimum amount of $5,000,000, or an increment of $1,000,000
in excess thereof and the Borrowers shall at no time reduce the Revolver Commitments to an amount less than $25,000,000 unless
all Revolver Commitments are terminated.


 


2.1.5 Overadvances.
If Revolver Usage exceeds the Borrowing Base (“Overadvance”) at any time, the excess shall be payable by Borrowers
on demand by Agent and shall constitute an Obligation secured by the Collateral, entitled to all benefits of the Loan Documents.
Agent may require Lenders to fund Base Rate Revolver Loans that cause or constitute an Overadvance and to forbear from requiring
Borrowers to cure an Overadvance, as long as the total Overadvance does not exceed 10% of the Borrowing Base and does not continue
for more than 30 consecutive days without the consent of Required Lenders. In no event shall Revolver Loans be required that would
cause Revolver Usage to exceed the aggregate Revolver Commitments. No funding or sufferance of an Overadvance shall constitute
a waiver by Agent or Lenders of the Event of Default caused thereby. No Obligor shall be a beneficiary of this Section nor authorized
to enforce any of its terms.


 


2.1.6 Protective
Advances. Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied,
to make Base Rate Revolver Loans (“Protective Advances”) (a) up to an aggregate amount of up to 10% of the Borrowing
Base outstanding at any time, if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance
the collectability or repayment of Obligations, as long as such Revolver Loans do not cause Revolver Usage to exceed the aggregate
Revolver Commitments; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including interest, costs,
fees and expenses. Lenders shall participate on a Pro Rata basis in Protective Advances outstanding from time to time. Required
Lenders may at any time revoke Agent’s authority to make further Protective Advances under clause (a) by written notice
to Agent. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.


 






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2.1.7 Increase
in Revolver Commitments. Borrowers may request an increase in Revolver Commitments from time to time upon not less than 15
days’ written notice to Agent, as long as (a) the requested increase is in a minimum amount of $5,000,000 and is offered
on the same terms as existing Revolver Commitments, except for a closing fee agreed upon by Agent and Borrowers, and (b) total
increases under this Section do not exceed $50,000,000 and no more than 3 increases are made. Agent shall promptly notify Lenders
of the requested increase and, within 10 Business Days thereafter, each Lender shall notify Agent if and to what extent such Lender
commits to increase its Revolver Commitment. Any Lender not responding within such period shall be deemed to have declined an
increase. If Lenders fail to commit to the full requested increase, Eligible Assignees may issue additional Revolver Commitments
and become Lenders hereunder. Agent may allocate, in its discretion, the increased Revolver Commitments among committing Lenders
and, if necessary, Eligible Assignees. Total Revolver Commitments shall be increased by the requested amount (or such lesser amount
committed by Lenders and Eligible Assignees) on a date agreed upon by Agent and Borrower Agent, provided (i) the conditions
set forth in Section 6.2 are satisfied at such time and (ii) to the extent the Collateral includes any Real Estate, flood insurance
diligence and documentation have been completed as required by all Flood Laws or otherwise in a manner reasonably satisfactory
to all Lenders. Agent, Borrowers, and the new and existing Lenders shall execute and deliver such documents and agreements as
Agent deems appropriate to evidence the increase in and allocations of Revolver Commitments. On the effective date of an increase,
the Revolver Usage and other exposures under the Revolver Commitments shall be reallocated among Lenders, and settled by Agent
as necessary, in accordance with Lenders’ adjusted shares of such commitments.


 


2.2
Reserved.


 


2.3
Letter of Credit Facility.


 


2.3.1 Issuance
of Letters of Credit. Issuing Bank shall issue Letters of Credit from time to time until the Commitment Termination Date,
on the terms set forth herein, including the following:


 


(a) Each
Borrower acknowledges that Issuing Bank’s issuance of any Letter of Credit is conditioned upon Issuing Bank’s receipt
of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing
Bank may customarily require for issuance of a letter of credit of similar type and amount. Issuing Bank shall have no obligation
to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior
to the requested date of issuance; (ii) each LC Condition is satisfied; and (iii) if a Defaulting Lender exists, such Lender or
Borrowers have entered into arrangements reasonably satisfactory to Agent and Issuing Bank to eliminate any Fronting Exposure
associated with such Lender. If, in sufficient time to act, Issuing Bank receives written notice from Agent or Required Lenders
that a LC Condition has not been satisfied, Issuing Bank shall not issue the requested Letter of Credit. Prior to receipt of any
such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.


 


(b) Letters
of Credit may be requested by a Borrower to support obligations of such Borrower or any Subsidiary incurred in the Ordinary Course
of Business, or as otherwise approved by Agent. Increase, renewal or extension of a Letter of Credit shall be treated as issuance
of a new Letter of Credit, except that Issuing Bank may require a new LC Application in its discretion.


 






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(c) Borrowers
assume all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary. In connection with any Letter of
Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition,
packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character,
quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity,
sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or
order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter
of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection
with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise;
errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof;
or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission
of a Governmental Authority. Borrowers shall take all action to avoid and mitigate any damages relating to any Letter of Credit
imposed on or claimed against Issuing Bank, Agent or any Lender, including through enforcement of any available rights against
a beneficiary. Issuing Bank shall be fully subrogated to the rights and remedies of any beneficiary whose claims against any Borrower
are discharged with proceeds of a Letter of Credit. The rights and remedies of Issuing Bank under the Loan Documents shall be
cumulative.


 


(d) In
connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing
Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication
in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a
proper Person. Issuing Bank may use legal counsel, accountants and other experts to advise it concerning its obligations, rights
and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon,
any advice given by such experts. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating
to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact
selected with reasonable care.


 


2.3.2 Reimbursement;
Participations.


 


(a) If
Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement
Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base
Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank
for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall
be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff,
defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice
of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay
all amounts due Issuing Bank on any Reimbursement Date and each Lender shall fund its Pro Rata share of such Borrowing whether
or not the Revolver Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are
satisfied.


 


(b) Each
Lender hereby irrevocably and unconditionally purchases from Issuing Bank, without recourse or warranty, an undivided Pro Rata
participation in all LC Obligations outstanding from time to time. Issuing Bank is issuing Letters of Credit in reliance upon
this participation. If Borrowers do not make a payment to Issuing Bank when due hereunder, Agent shall promptly notify Lenders
and each Lender shall within one Business Day after such notice pay to Agent, for the benefit of Issuing Bank, the Lender’s
Pro Rata share of such payment. Upon request by a Lender, Issuing Bank shall provide copies of Letters of Credit and LC Documents
in its possession at such time.


 






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(c) The
obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment
under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification
or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack
of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit
having been determined to be forged, fraudulent, noncompliant, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; any waiver by Issuing Bank of a requirement that exists for its protection (and not
a Borrower’s protection) or that does not materially prejudice a Borrower; any honor of an electronic demand for payment
even if a draft is required; any payment of an item presented after a Letter of Credit’s expiration date if authorized by
the UCC or applicable customs or practices; or any setoff or defense that an Obligor may have with respect to any Obligations.
Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other
Person of any obligations under any LC Documents. Issuing Bank does not make to Lenders any express or implied warranty, representation
or guaranty with respect to any Letter of Credit, Collateral, LC Document or Obligor. Issuing Bank shall not be responsible to
any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity,
genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectability, value
or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results
of operations, business, creditworthiness or legal status of any Obligor.


 


(d) No
Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection
with any Letter of Credit or LC Document except as a result of its gross negligence or willful misconduct. Issuing Bank may refrain
from taking any action with respect to a Letter of Credit until it receives written instructions (and in its discretion, appropriate
assurances) from the Lenders.


 


2.3.3 Cash
Collateral. At Agent’s or Issuing Bank’s request, Borrowers shall Cash Collateralize (a) the Fronting Exposure
of any Defaulting Lender, and (b) all outstanding Letters of Credit if an Event of Default exists, the Commitment Termination
Date occurs or the Revolver Termination Date is scheduled to occur within ten (10) Business Days. If Borrowers fail to provide
any Cash Collateral as required hereunder, Lenders may (and shall upon direction of Agent) advance, as Revolver Loans, the amount
of Cash Collateral required (whether or not the Revolver Commitments have terminated, an Overadvance exists or the conditions
in Section 6 are satisfied).


 


2.3.4 Resignation
of Issuing Bank. Issuing Bank may resign at any time upon notice to Agent and Borrowers, and any resignation of Agent hereunder
shall automatically constitute its concurrent resignation as Issuing Bank. From the effective date of its resignation, Issuing
Bank shall have no obligation to issue, amend, renew, extend or otherwise modify any Letter of Credit, but shall otherwise have
all rights and obligations of an Issuing Bank hereunder relating to any Letter of Credit issued by it prior to such date. A replacement
Issuing Bank may be appointed by written agreement among Agent, Borrower Agent and the new Issuing Bank.


 


SECTION
3. INTEREST, FEES AND CHARGES


 


3.1
Interest.


 


3.1.1 Rates
and Payment of Interest.


 


(a) The
Obligations (other than Secured Bank Product Obligations) shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect
from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus
the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when
due), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Revolver Loans.


 






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(b) During
an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their
discretion so elect, Obligations (other than Secured Bank Product Obligations) shall bear interest at the Default Rate (whether
before or after any judgment), payable on demand.


 


(c) Interest
shall accrue from the date a Revolver Loan is advanced or Obligation (other than Secured Bank Product Obligations) is incurred
or payable, until paid in full by Borrowers, and shall in no event be less than zero at any time. Interest accrued on the Revolver
Loans shall be due and payable in arrears, (i) on the first day of each month; (ii) on any date of prepayment, with respect to
the principal amount being prepaid; and (iii) on the Commitment Termination Date. Interest accrued on any other Obligations (other
than Secured Bank Product Obligations) shall be due and payable as provided in the applicable agreements or, if no payment date
is specified, on demand.


 


3.1.2 Application
of LIBOR to Outstanding Loans.


 


(a) Borrowers
may on any Business Day elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its
Interest Period as, a LIBOR Loan. During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders)
declare that no Revolver Loan may be made, converted or continued as a LIBOR Loan.


 


(b) To
convert or continue Revolver Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later
than 11:00 a.m. at least two (2) Business Days before the requested conversion or continuation date. Promptly after receiving
any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall
specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day),
and the duration of the Interest Period (which shall be deemed to be 30 days if not specified). If, upon the expiration of any
Interest Period for any LIBOR Loan, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be
deemed to have elected to convert such Revolver Loan into a Base Rate Loan. Agent does not warrant or accept responsibility for,
nor shall it have any liability with respect to, administration, submission or any other matter related to any rate described
in the definition of LIBOR.


 


3.1.3 Interest
Periods. Borrowers shall select an interest period (“Interest Period”) of 30, 60 or 90 days to apply to
each LIBOR Loan; provided, that:


 


(a) the
Interest Period shall begin on the date the Revolver Loan is made or continued as, or converted into, a LIBOR Loan, and shall
expire on the numerically corresponding day in the calendar month at its end;


 


(b) if
any Interest Period begins on a day for which there is no corresponding day in the calendar month at its end or if such corresponding
day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month;
and if any Interest Period would otherwise expire on a day that is not a Business Day, the period shall expire on the next Business
Day, unless the result of such extension would be to extend such payment into another calendar month, in which event such payment
shall be made on the immediately preceding Business Day; and


 






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(c) no
Interest Period shall extend beyond the Revolver Termination Date.


 


3.1.4 Interest
Rate Not Ascertainable. If, due to any circumstance affecting the London interbank market, Agent reasonably determines that
adequate and fair means do not exist for ascertaining LIBOR on any applicable date or that any requested Interest Period is not
available on the basis provided herein, then Agent shall immediately notify Borrowers of such determination. Until Agent notifies
Borrowers that such circumstance no longer exists, the obligation of Lenders to make affected LIBOR Loans shall be suspended and
no further Revolver Loans may be converted into or continued as such LIBOR Loans.


 


3.2 Fees.


 


3.2.1 Unused
Line Fee. Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Unused Line Fee Rate times
the amount by which the Revolver Commitments exceed the average daily Revolver Usage during any month. Such fee shall be payable
in arrears, on the first day of each month and on the Commitment Termination Date.


 


3.2.2 LC Facility
Fees. Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect
for LIBOR Revolver Loans times the average daily Stated Amount of Letters of Credit, which fee shall be payable monthly in arrears,
on the first day of each month; (b) to Agent, for its own account, a fronting fee equal to 0.125% per annum on the Stated Amount
of each Letter of Credit, which fee shall be payable monthly in arrears, on the first day of each month; and (c) to Issuing Bank,
for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and
administration of Letters of Credit, which charges shall be paid as and when incurred. During an Event of Default, if the Agent
or the Required Lenders so decide, the fee payable under clause (a) shall be increased by 2% per annum.


 


3.2.3 Fee Letters.
Borrowers shall pay all fees set forth in any fee letter executed in connection with this Agreement.


 


3.3 Computation
of Interest, Fees, Yield Protection. All interest, as well as fees and other charges calculated on a per annum basis,
shall be computed for the actual days elapsed, based on a year of 360 days. Each determination by Agent of any interest, fees
or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully
earned when due and shall not be subject to rebate, refund or proration. All fees payable under Section 3.2 are compensation
for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of
money. A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.9, submitted to Borrower
Agent by Agent or the affected Lender shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers
shall pay such amounts to the appropriate party within ten (10) days following receipt of the certificate.


 


3.4 Reimbursement
Obligations. Borrowers shall pay all Extraordinary Expenses promptly upon request. Borrowers shall also reimburse Agent
for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other fees and expenses incurred
by it in connection with (a) negotiation and preparation of any Loan Documents, including any modification thereof; (b) administration
of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to
perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify
Collateral; and (c) subject to the limits of Section 10.1.1(b), any examination or appraisal with respect to any Obligor
or Collateral by Agent’s personnel or a third party. All reasonable and documented out-of-pocket legal, accounting and consulting
fees shall be charged to Borrowers by Agent’s professionals at their full hourly rates, regardless of any alternative fee
arrangements that Agent, any Lender or any of their Affiliates may have with such professionals that otherwise might apply to
this or any other transaction. Borrowers acknowledge that counsel may provide Agent with a benefit (such as a discount, credit
or accommodation for other matters) based on counsel’s overall relationship with Agent, including fees paid hereunder. If,
for any reason (including inaccurate reporting in any Borrower Materials), it is determined that a higher Applicable Margin should
have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall
immediately pay to Agent, for the ratable benefit of Lenders, an amount equal to the difference between the amount of interest
and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under
this Section shall be due on demand.


 






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3.5 Illegality.
If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it
is unlawful, for any Lender to perform any of its obligations hereunder, to make, maintain, fund, participate in, or charge applicable
interest or fees with respect to, any Revolver Loan or Letter of Credit, or to determine or charge interest based on LIBOR, or
any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to
perform such obligations, to make, maintain, fund or participate in the Revolver Loan or Letter of Credit (or to charge interest
or fees otherwise applicable thereto), or to continue or convert Revolver Loans as LIBOR Loans, shall be suspended until such
Lender notifies Agent that the circumstances giving rise to such determination no longer exist. Upon delivery of such notice,
Borrowers shall prepay the applicable Revolver Loan, Cash Collateralize the applicable LC Obligations or, if applicable, convert
LIBOR Loan(s) of such Lender to Base Rate Loan(s), either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain the LIBOR Loan to such day, or immediately, if such Lender may not lawfully continue to maintain
the LIBOR Loan. Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or
converted.


 


3.6 Inability
to Determine Rates. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if Agent determines
(which determination shall be conclusive absent manifest error), or Borrower Agent or Required Lenders notify Agent (with, in
the case of the Required Lenders, a copy to Borrower Agent) that Borrower Agent or Required Lenders (as applicable) have determined,
that:


 


(a) Dollar deposits
are not being offered to banks in the London interbank Eurodollar market for the applicable Loan amount or Interest Period,


 


(b) adequate
and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, because the LIBOR Screen
Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or


 


(c) the administrator
of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over Agent has made a public statement identifying a specific
date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of
loans (such specific date, the “Scheduled Unavailability Date”), or


 


(d) syndicated
loans currently being executed, or that include language similar to that contained in this Section 3.6, are being
executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, then, reasonably
promptly after such determination by Agent or receipt by Agent of such notice, as applicable, Agent and Borrowers may amend
this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the
benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar
Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR
Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall
become effective at 5:00 p.m. on the fifth Business Day after Agent shall have posted such proposed amendment to all Lenders
unless, prior to such time, Lenders comprising the Required Lenders have delivered to Agent written notice that such Required
Lenders do not accept such amendment.


 






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If no LIBOR Successor Rate has been determined
and the circumstances under clause (a) or (b) above exist or the Scheduled Unavailability Date has occurred (as applicable), Agent
will promptly so notify Borrowers and each Lender. Thereafter, (x) the obligation of Lenders to make or maintain LIBOR Loans shall
be suspended (to the extent of the affected LIBOR Loans or Interest Periods), and (y) the LIBOR component shall no longer be utilized
in determining the Base Rate. Upon receipt of such notice, Borrowers may revoke any pending request for a Borrowing of, conversion
to or continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, will be deemed
to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount
specified therein.


 


Notwithstanding anything else herein, any
definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero (0) for purposes
of this Agreement.


 


3.7 Increased
Costs; Capital Adequacy.


 


3.7.1 Increased
Costs Generally. If any Change in Law shall:


 


(a) impose,
modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement
reflected in calculating LIBOR) or Issuing Bank;


 


(b) subject
any Recipient to Taxes (other than (i) Indemnified Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of
Excluded Taxes, and (iii) Connection Income Taxes) with respect to any Revolver Loan, Letter of Credit, Revolver Commitment or
other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(c) impose on
any Lender, Issuing Bank or interbank market any other condition, cost or expense (other than Taxes) affecting any Revolver Loan,
Letter of Credit, participation in LC Obligations, Revolver Commitment or Loan Document;


 


and the result thereof shall be to increase
the cost to a Lender of making or maintaining any Revolver Loan or Revolver Commitment, or converting to or continuing any interest
option for a Revolver Loan, or to increase the cost to a Lender or Issuing Bank of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount
of any sum received or receivable by a Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then,
upon request of such Lender or Issuing Bank setting forth in reasonable detail the costs incurred or reduction suffered, Borrowers
will pay to it such additional amount(s) as will compensate it for the additional costs incurred or reduction suffered.


 


3.7.2 Capital
Requirements. If a Lender or Issuing Bank determines that a Change in Law affecting such Lender or Issuing Bank or its holding
company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such
Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s
or Issuing Bank’s Revolver Commitments, Revolver Loans, Letters of Credit or participations in LC Obligations or Revolver
Loans, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law
(taking into consideration its policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender
or Issuing Bank, as the case may be, such additional amounts as will compensate it or its holding company for the reduction suffered.


 






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3.7.3 LIBOR
Loan Reserves. If any Lender is required to maintain reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits, Borrowers shall pay additional interest to such Lender on each LIBOR Loan equal to the costs of
such reserves allocated to the Revolver Loan by the Lender (as determined by it in good faith, which determination shall be conclusive).
The additional interest shall be due and payable on each interest payment date for the Revolver Loan; provided, that if the Lender
notifies Borrowers (with a copy to Agent) of the additional interest less than ten (10) days prior to the interest payment date,
then such interest shall be payable ten (10) days after Borrowers’ receipt of the notice.


 


3.7.4 Compensation.
Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute
a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for
any increased costs or reductions suffered more than nine months (plus any period of retroactivity of the Change in Law giving
rise to the demand) prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the applicable Change in Law and
of such Lender’s or Issuing Bank’s intention to claim compensation therefor.


 


3.8 Mitigation.
If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required
to pay any Indemnified Taxes or additional amounts with respect to a Lender under Section 5.9, then at the request of Borrower
Agent, such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations
hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment
(a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b)
would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it or unlawful.
Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


 


3.9 Funding
Losses. If for any reason (a) any Borrowing, conversion or continuation of a LIBOR Loan does not occur on the date specified
therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion
of a LIBOR Loan occurs on a day other than the end of its Interest Period, (c) Borrowers fail to repay a LIBOR Loan when required
hereunder, or (d) a Lender (other than a Defaulting Lender) is required to assign a LIBOR Loan prior to the end of its Interest
Period pursuant to Section 13.4, then Borrowers shall pay to Agent its customary administrative charge and to each Lender
all losses, expenses and fees arising from redeployment of funds or termination of match funding. For purposes of calculating
amounts payable under this Section, a Lender shall be deemed to have funded a LIBOR Loan by a matching deposit or other borrowing
in the London interbank market for a comparable amount and period, whether or not the Loan was in fact so funded.


 


3.10 Maximum
Interest. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum
rate”). If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest
shall be applied to the principal of the Obligations (other than Secured Bank Product Obligations) or, if it exceeds such unpaid
principal, refunded to Borrowers. In determining whether the interest contracted for, charged or received by Agent or a Lender
exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not
principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c)
amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term
of the Obligations (other than Secured Bank Product Obligations) hereunder.


 






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SECTION 4. LOAN ADMINISTRATION


 


4.1 Manner of
Borrowing and Funding Revolver Loans.


 


4.1.1 Notice
of Borrowing.


 


(a) To request
Revolver Loans, Borrower Agent shall give Agent a Notice of Borrowing by 11:00 a.m. (i) on the requested funding date, in the case
of Base Rate Loans, and (ii) at least two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices
received by Agent after such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable
and shall specify (A) the Borrowing amount, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing
is to be made as a Base Rate Loan or LIBOR Loan, and (D) in the case of a LIBOR Loan, the applicable Interest Period (which shall
be deemed to be 30 days if not specified).


 


(b) Unless payment
is otherwise made by Borrowers, the becoming due of any Obligation (whether principal, interest, fees or other charges, including
Extraordinary Expenses, LC Obligations, Cash Collateral and Secured Bank Product Obligations) shall be deemed to be a request for
a Base Rate Revolver Loan on the due date in the amount due and the Loan proceeds shall be disbursed as direct payment of such
Obligation. In addition, Agent may, at its option, charge such amount against any operating, investment or other account of a Borrower
maintained with Agent or any of its Affiliates.


 


(c) If a Borrower
maintains a disbursement account with Agent or any of its Affiliates, then presentation for payment in the account of a Payment
Item when there are insufficient funds to cover it shall be deemed to be a request for a Base Rate Revolver Loan on the presentation
date, in the amount of the Payment Item. Proceeds of the Loan may be disbursed directly to the account.


 


4.1.2 Fundings
by Lenders. Except for Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request
for a Borrowing) by 1:00 p.m. on the proposed funding date for a Base Rate Loan or by 3:00 p.m. two (2) Business Days before a
proposed funding of a LIBOR Loan. Each Lender shall fund its Pro Rata share of a Borrowing in immediately available funds not later
than 3:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which
case Lender shall fund by 11:00 a.m. on the next Business Day. Subject to its receipt of such amounts from Lenders, Agent shall
disburse the Borrowing proceeds in a manner directed by Borrower Agent and acceptable to Agent. Unless Agent receives (in sufficient
time to act) written notice from a Lender that it will not fund its share of a Borrowing, Agent may assume that such Lender has
deposited or promptly will deposit its share with Agent, and Agent may disburse a corresponding amount to Borrowers. If a Lender’s
share of a Borrowing or of a settlement under Section 4.1.3(b) is not received by Agent, then Borrowers agree to repay to Agent
on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable
to the Borrowing. Agent, a Lender or Issuing Bank may fulfill its obligations under Loan Documents through one or more Lending
Offices, and this shall not affect any obligation of Obligors under the Loan Documents or with respect to any Obligations.


 






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4.1.3 Swingline
Loans; Settlement.


 


(a) To fulfill
any request for a Base Rate Revolver Loan hereunder, Agent may in its discretion advance Swingline Loans to Borrowers, up to an
aggregate outstanding amount equal to 20% of the Revolver Commitments then outstanding. Swingline Loans shall constitute Revolver
Loans for all purposes, except that payments thereon shall be made to Agent for its own account until settled with or funded by
Lenders hereunder.


 


(b) Settlement
of Loans, including Swingline Loans, among Lenders and Agent shall take place on a date determined from time to time by Agent (but
at least weekly, unless the settlement amount is de minimis), on a Pro Rata basis in accordance with the Settlement Report delivered
by Agent to Lenders. Between settlement dates, Agent may in its discretion apply payments on Revolver Loans to Swingline Loans,
regardless of any designation by Borrowers or anything herein to the contrary. Each Lender hereby purchases, without recourse or
warranty, an undivided Pro Rata participation in all Swingline Loans outstanding from time to time until settled. If a Swingline
Loan cannot be settled among Lenders, whether due to an Obligor’s Insolvency Proceeding or for any other reason, each Lender
shall pay the amount of its participation in the Revolver Loan to Agent, in immediately available funds, within one Business Day
after Agent’s request therefor. Lenders’ obligations to make settlements and to fund participations are absolute, irrevocable
and unconditional, without offset, counterclaim or other defense, and whether or not the Revolver Commitments have terminated,
an Overadvance exists or the conditions in Section 6 are satisfied.


 


4.1.4 Notices.
If Borrowers request, convert or continue Revolver Loans, select interest rates or transfer funds based on telephonic or electronic
instructions to Agent, Borrowers shall confirm the request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation,
as applicable. Agent and Lenders are not liable for any loss suffered by a Borrower as a result of Agent acting on its understanding
of telephonic or electronic instructions from a person believed in good faith to be authorized to give instructions on a Borrower’s
behalf.


 


4.2 Defaulting
Lender. Notwithstanding anything herein to the contrary:


 


4.2.1 Reallocation
of Pro Rata Share; Amendments. For purposes of determining Lenders’ obligations or rights to fund, participate in or
receive collections with respect to Revolver Loans and Letters of Credit (including existing Swingline Loans, Protective Advances
and LC Obligations), Agent may in its discretion reallocate Pro Rata shares by excluding a Defaulting Lender’s Revolver Commitments
and Revolver Loans from the calculation of shares. A Defaulting Lender shall have no right to vote on any amendment, waiver or
other modification of a Loan Document, except as provided in Section 14.1.1(c).


 


4.2.2 Payments;
Fees. Agent may, in its discretion, receive and retain any amounts payable to a Defaulting Lender under the Loan Documents,
and a Defaulting Lender shall be deemed to have assigned to Agent such amounts until all Obligations owing to Agent, non-Defaulting
Lenders and other Secured Parties have been paid in full. Agent may use such amounts to cover the Defaulting Lender’s defaulted
obligations, to Cash Collateralize such Lender’s Fronting Exposure, to readvance the amounts to Borrowers or to repay Obligations.
A Lender shall not be entitled to receive any fees accruing hereunder while it is a Defaulting Lender and its unfunded Revolver
Commitment shall be disregarded for purposes of calculating the unused line fee under Section 3.2.1. If any LC Obligations
owing to a Defaulted Lender are reallocated to other Lenders, fees attributable to such LC Obligations under Section 3.2.2
shall be paid to such Lenders. Agent shall be paid all fees attributable to LC Obligations that are not reallocated.


 


4.2.3 Status;
Cure. Agent may determine in its discretion that a Lender constitutes a Defaulting Lender and the effective date of such status
shall be conclusive and binding on all parties, absent manifest error. Borrowers, Agent and Issuing Bank may agree in writing that
a Lender has ceased to be a Defaulting Lender, whereupon Pro Rata shares shall be reallocated without exclusion of the reinstated
Lender’s Revolver Commitments and Revolver Loans, and the Revolver Usage and other exposures under the Revolver Commitments
shall be reallocated among Lenders and settled by Agent (with appropriate payments by the reinstated Lender, including its payment
of breakage costs for reallocated LIBOR Loans) in accordance with the readjusted Pro Rata shares. Unless expressly agreed by Borrowers,
Agent and Issuing Bank, or as expressly provided herein with respect to Bail-In Actions and related matters, no reallocation of
Revolver Commitments and Revolver Loans to non-Defaulting Lenders or reinstatement of a Defaulting Lender shall constitute a waiver
or release of claims against such Lender. The failure of any Lender to fund a Revolver Loan, to make a payment in respect of LC
Obligations or otherwise to perform obligations hereunder shall not relieve any other Lender of its obligations under any Loan
Document. No Lender shall be responsible for default by another Lender.


 






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4.3 Number and
Amount of LIBOR Loans; Determination of Rate. Each Borrowing of LIBOR Loans when made shall be in a minimum amount of
$1,000,000, plus an increment of $100,000 in excess thereof and no more than 6 Interest Periods shall be outstanding at any time,
and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered
one Borrowing for this purpose. Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify
Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.


 


4.4 Borrower
Agent. Each Borrower hereby designates the Company (“Borrower Agent”) as its representative and agent for
all purposes under the Loan Documents, including requests for and receipt of Revolver Loans and Letters of Credit, designation
of interest rates, delivery or receipt of communications, delivery of Borrower Materials, payment of Obligations, requests for
waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants),
and all other dealings with Agent, Issuing Bank or any Lender. Borrower Agent hereby accepts such appointment. Agent and Lenders
shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice
of borrowing) delivered by Borrower Agent on behalf of any Borrower. Agent and Lenders may give any notice or communication with
a Borrower hereunder to Borrower Agent on behalf of such Borrower. Each of Agent, Issuing Bank and Lenders shall have the right,
in its discretion, to deal exclusively with Borrower Agent for all purposes under the Loan Documents. Each Borrower agrees that
any notice, election, communication, delivery, representation, agreement, action, omission or undertaking by Borrower Agent shall
be binding upon and enforceable against such Borrower.


 


4.5 One Obligation.
The Revolver Loans, LC Obligations and other Obligations (other than Secured Bank Product Obligations) constitute one general
obligation of Borrowers and all Obligations (including the Secured Bank Product Obligations) are secured by Agent’s Lien
on all Collateral; provided, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim
against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.


 


4.6 Effect of
Termination. On the effective date of the termination of all Revolver Commitments, the Obligations shall be immediately
due and payable, and each Secured Bank Product Provider may terminate its Bank Products. Until Full Payment of the Obligations,
all undertakings of Borrowers contained in the Loan Documents shall continue, and Agent shall retain its Liens in the Collateral
and all of its rights and remedies under the Loan Documents. Agent shall not be required to terminate its Liens unless it receives
Cash Collateral or a written agreement, in each case satisfactory to it, protecting Agent and Lenders from dishonor or return
of any Payment Item previously applied to the Obligations. Sections 2.3, 3.4, 3.6, 3.7, 3.9, 5.5, 5.9, 5.10, 12, 14.2,
this Section, and each indemnity or waiver given by an Obligor or Lender in any Loan Document, shall survive Full Payment of the
Obligations.


 






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SECTION 5. PAYMENTS


 


5.1 General
Payment Provisions. All payments of Obligations (other than Secured Bank Product Obligations) shall be made in Dollars,
without offset, counterclaim or defense of any kind, free and clear of (and without deduction for) any Taxes, and in immediately
available funds, not later than 12:00 noon on the due date. Any payment after such time shall be deemed made on the next Business
Day. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section
3.9. Borrowers agree that Agent shall have the continuing, exclusive right to apply and reapply payments and proceeds of Collateral
against the Obligations, in such manner as Agent deems advisable, but whenever possible, any prepayment of Revolver Loans shall
be applied first to Base Rate Loans and then to LIBOR Loans. If any payment (other than payments on LIBOR Loans) under any Loan
Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business
Day. If any payment on a LIBOR Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any payment
of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate for the period
of such extension.


 


5.2 Repayment
of Revolver Loans. Revolver Loans shall be due and payable in full on the Revolver Termination Date, unless payment is
sooner required hereunder. Revolver Loans may be prepaid from time to time, without penalty or premium. Subject to Section
2.1.5, if an Overadvance exists at any time, Borrowers shall, on the sooner of Agent’s demand or the first Business
Day after any Borrower has knowledge thereof, repay Revolver Loans in an amount sufficient to reduce Revolver Usage to the Borrowing
Base. If any Asset Disposition includes the disposition of Accounts or Inventory, Borrowers shall apply Net Proceeds to repay
Revolver Loans equal to the greater of (a) the net book value of such Accounts and Inventory, or (b) the reduction in Borrowing
Base resulting from the disposition.


 


5.3 Reserved.


 


5.4 Payment
of Other Obligations. Obligations other than Revolver Loans, including LC Obligations and Extraordinary Expenses, shall
be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.


 


5.5 Marshaling;
Payments Set Aside. None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor
or against any Obligations. If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or if Agent,
Issuing Bank or any Lender exercises a right of setoff, and any of such payment or setoff is subsequently invalidated, declared
to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank
or a Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then the Obligation originally intended
to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect
as if such payment or setoff had not occurred.


 






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5.6 Application
and Allocation of Payments.


 


5.6.1 Application.
Subject to Section 5.6.2 below, Payments made by Borrowers hereunder shall be applied (a) first, as specifically
required hereby; (b) second, to Obligations (other than the Secured Bank Product Obligations) then due and owing; (b) third,
to other Obligations specified by Borrowers; and (c) fourth, as determined by Agent in its discretion.


 


5.6.2 Post-Default
Allocation. Notwithstanding anything in any Loan Document to the contrary, during an Event of Default under Section 11.1(j),
or during any other Event of Default at the discretion of Agent or Required Lenders, monies to be applied to the Obligations, whether
arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:


 


(a) FIRST,
to all fees, indemnification, costs and expenses, including Extraordinary Expenses, owing to Agent;


 


(b) SECOND,
to all other amounts owing to Agent, including Swingline Loans, Protective Advances, and Revolver Loans and participations that
a Defaulting Lender has failed to settle or fund;


 


(c) THIRD,
to all amounts owing to Issuing Bank;


 


(d) FOURTH,
to all Obligations (other than Secured Bank Product Obligations) constituting fees, indemnification, costs or expenses owing to
Lenders;


 


(e) FIFTH,
to all Obligations (other than Secured Bank Product Obligations) constituting interest;


 


(f) SIXTH,
to Cash Collateralize all LC Obligations;


 


(g) SEVENTH,
to all Revolver Loans, and to Secured Bank Product Obligations arising under Hedge Agreements (including Cash Collateralization
thereof) up to the amount of Reserves existing therefor;


 


(h) EIGHTH,
to all other Secured Bank Product Obligations; and


 


(i) LAST,
to all remaining Obligations.


 


Amounts shall be applied to payment of
each category of Obligations only after Full Payment of amounts payable from time to time under all preceding categories. If amounts
are insufficient to satisfy a category, they shall be paid ratably among outstanding Obligations in the category. Monies and proceeds
obtained from an Obligor shall not be applied to its Excluded Swap Obligations, but appropriate adjustments shall be made with
respect to amounts obtained from other Obligors to preserve the allocations in each category. Agent shall have no obligation to
calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from a Secured
Bank Product Provider. If the provider fails to deliver the calculation within five days following request, Agent may assume the
amount is zero (0). The allocations in this Section are solely to determine the priorities among Secured Parties and may be changed
by agreement of affected Secured Parties without the consent of any Obligor. This Section is not for the benefit of or enforceable
by any Obligor, and no Obligor has any right to direct the application of payments or Collateral proceeds subject to this Section.


 


5.6.3 Erroneous
Application. Agent shall not be liable for any application of amounts made by it in good faith and, if any such application
is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should
have been paid shall be to recover the amount from the Person that actually received it (and, if such amount was received by a
Secured Party, the Secured Party agrees to return it).


 






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5.7 Dominion
Account. The ledger balance in the main Dominion Account as of the end of a Business Day shall be applied to the Obligations
(other than the Secured Bank Product Obligations) at the beginning of the next Business Day, during any Dominion Trigger Period.
Any resulting credit balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long
as no Default or Event of Default exists.


 


5.8 Account
Stated. Agent shall maintain, in accordance with its customary practices, loan account(s) evidencing the Debt of Borrowers
hereunder. Any failure of Agent to record anything in a loan account, or any error in doing so, shall not limit or otherwise affect
the obligation of Borrowers to pay any amount owing hereunder. Entries made in a loan account shall constitute presumptive evidence
of the information contained therein. If any information contained in a loan account is provided to or inspected by any Person,
the information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such
Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.


 


5.9 Taxes.


 


5.9.1 Payments
Free of Taxes; Obligation to Withhold; Tax Payment.


 


(a) All payments
of Obligations by Obligors shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.
If Applicable Law (as determined by Agent in its discretion) requires the deduction or withholding of any Tax from any such payment
by Agent or an Obligor, then Agent or such Obligor shall be entitled to make such deduction or withholding based on information
and documentation provided pursuant to Section 5.10.


 


(b) If Agent
or any Obligor is required by the Code to withhold or deduct Taxes, including backup withholding and withholding taxes, from any
payment, then (i) Agent shall pay the full amount that it determines is to be withheld or deducted to the relevant Governmental
Authority pursuant to the Code, and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the
sum payable by the applicable Obligor shall be increased as necessary so that the Recipient receives an amount equal to the sum
it would have received had no such withholding or deduction been made.


 


(c) If Agent
or any Obligor is required by any Applicable Law other than the Code to withhold or deduct Taxes from any payment, then (i) Agent
or such Obligor, to the extent required by Applicable Law, shall timely pay the full amount to be withheld or deducted to the relevant
Governmental Authority, and (ii) to the extent the withholding or deduction is made on account of Indemnified Taxes, the sum payable
by the applicable Obligor shall be increased as necessary so that the Recipient receives an amount equal to the sum it would have
received had no such withholding or deduction been made.


 


5.9.2 Payment
of Other Taxes. Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance
with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.


 






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5.9.3 Tax Indemnification.


 


(a) Each Borrower
shall indemnify and hold harmless, on a joint and several basis, each Recipient against any Indemnified Taxes (including those
imposed or asserted on or attributable to amounts payable under this Section) payable or paid by a Recipient or required to be
withheld or deducted from a payment to a Recipient, and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. Each Borrower shall indemnify and hold harmless Agent against any amount that a Lender or Issuing Bank fails for any
reason to pay indefeasibly to Agent as required pursuant to this Section. Each Borrower shall make payment within ten (10) days
after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment or liability
delivered to Borrowers by a Lender or Issuing Bank (with a copy to Agent), or by Agent on its own behalf or on behalf of any Recipient,
shall be conclusive absent manifest error.


 


(b) Each Lender
and Issuing Bank shall indemnify and hold harmless, on a several basis, (i) Agent against any Indemnified Taxes attributable to
such Lender or Issuing Bank (but only to the extent Borrowers have not already paid or reimbursed Agent therefor and without limiting
Borrowers’ obligation to do so), (ii) Agent and Obligors, as applicable, against any Taxes attributable to such Lender’s
failure to maintain a Participant register as required hereunder, and (iii) Agent and Obligors, as applicable, against any Excluded
Taxes attributable to such Lender or Issuing Bank, in each case, that are payable or paid by Agent or an Obligor in connection
with any Obligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender and Issuing Bank shall make payment
within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of such payment
or liability delivered to any Lender or Issuing Bank by Agent shall be conclusive absent manifest error.


 


5.9.4 Evidence
of Payments. As soon as practicable after payment by an Obligor of any Taxes pursuant to this Section, Borrower Agent shall
deliver to Agent the original or a certified copy of a receipt issued by the appropriate Governmental Authority evidencing the
payment, a copy of any return required by Applicable Law to report the payment or other evidence of payment reasonably satisfactory
to Agent.


 


5.9.5 Treatment
of Certain Refunds. Unless required by Applicable Law, at no time shall Agent have any obligation to file for or otherwise
pursue on behalf of a Lender or Issuing Bank, nor have any obligation to pay to any Lender or Issuing Bank, any refund of Taxes
withheld or deducted from funds paid for the account of a Lender or Issuing Bank. If a Recipient determines in its discretion that
it has received a refund of Taxes that were indemnified by Borrowers or with respect to which a Borrower paid additional amounts
pursuant to this Section, it shall pay the amount of such refund to Borrowers (but only to the extent of indemnity payments or
additional amounts actually paid by Borrowers with respect to the Taxes giving rise to the refund), net of all out-of-pocket expenses
(including Taxes) incurred by such Recipient and without interest (other than interest paid by the relevant Governmental Authority
with respect to such refund). Borrowers shall, upon request by the Recipient, repay to the Recipient such amount paid over to Borrowers
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) if the Recipient is required to
repay such refund to the Governmental Authority. Notwithstanding anything herein to the contrary, no Recipient shall be required
to pay any amount to Borrowers if such payment would place it in a less favorable net after-Tax position than it would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and
the indemnification payments or additional amounts with respect to such Tax had never been paid. In no event shall Agent or any
Recipient be required to make its tax returns (or any other information relating to its taxes that it deems confidential) available
to any Obligor or other Person.


 


5.9.6 Survival.
Each party’s obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of Agent
or any assignment of rights by or replacement of a Lender or Issuing Bank, the termination of the Revolver Commitments, and the
repayment, satisfaction, discharge or Full Payment of any Obligations.


 






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5.10 Lender
Tax Information.


 


5.10.1 Status
of Lenders. Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments of Obligations
shall deliver to Borrowers and Agent properly completed and executed documentation reasonably requested by Borrowers or Agent as
will permit such payments to be made without or at a reduced rate of withholding. In addition, any Lender, if reasonably requested
by Borrowers or Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrowers
or Agent to enable them to determine whether such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding the foregoing, such documentation (other than documentation described in Sections 5.10.2(a), (b) and (d))
shall not be required if a Lender reasonably believes delivery of the documentation would subject it to any material unreimbursed
cost or expense or would materially prejudice its legal or commercial position.


 


5.10.2 Documentation.
Without limiting the foregoing, if any Borrower is a U.S. Person,


 


(a) Any Lender
that is a U.S. Person shall deliver to Borrowers and Agent on or prior to the date on which such Lender becomes a Lender hereunder
(and from time to time thereafter upon reasonable request of Borrowers or Agent), executed copies of IRS Form W-9, certifying that
such Lender is exempt from U.S. federal backup withholding Tax;


 


(b) Any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder (and from time to
time thereafter upon reasonable request of Borrowers or Agent), whichever of the following is applicable:


 


(i) in the case
of a Foreign 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 Loan Document, executed copies of IRS Form W-8BENE 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 other payments under
the Loan Documents, IRS Form W-8BENE 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 Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate
in form satisfactory to Agent to the effect that such Foreign Lender is not a “bank” within the meaning of Section
881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning of Section 881(c)(3)(B) of the
Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (“U.S. Tax Compliance
Certificate”), and (y) executed copies of IRS Form W-8BENE; or


 


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


 


(c) any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender hereunder (and from time to
time thereafter upon reasonable request), executed copies of any other form prescribed by Applicable Law as a basis for claiming
exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as
may be prescribed by Applicable Law to permit Borrowers or Agent to determine the withholding or deduction required to be made;
and


 






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(d) if payment
of an Obligation to a Lender would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code), such
Lender shall deliver to Borrowers and Agent, at the time(s) prescribed by law and otherwise upon reasonable request, such documentation
prescribed by Applicable Law (including Section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be appropriate
for Borrowers or Agent to comply with their obligations under FATCA and to determine that such Lender has complied with its obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA”
shall include any amendments made to FATCA after the date hereof.


 


5.10.3 Redelivery
of Documentation. If any form or certification previously delivered by a Lender pursuant to this Section expires or becomes
obsolete or inaccurate in any respect, such Lender shall promptly update the form or certification or notify Borrowers and Agent
in writing of its inability to do so.


 


5.11 Nature
and Extent of Each Borrower’s Liability.


 


5.11.1 Joint
and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally
guarantees to Agent and Lenders the prompt payment and performance of, all Obligations, except its Excluded Swap Obligations. Each
Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that
such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional,
irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change
in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party
or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any
waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of,
or failure to perfect a Lien or to preserve rights against, any security or guaranty for any Obligations or any action, or the
absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency
of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of
the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the
Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of
any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of the Obligations.


 






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5.11.2 Waivers.


 


(a) Each Borrower
expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to
compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance
of any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower waives all defenses available
to a surety, guarantor or accommodation co-obligor other than Full Payment of Obligations and waives, to the maximum extent permitted
by law, any right to revoke any guaranty of Obligations as long as it is a Borrower. It is agreed among each Borrower, Agent and
Lenders that the provisions of this Section 5.11 are of the essence of the transaction contemplated by the Loan Documents
and that, but for such provisions, Agent and Lenders would decline to make Revolver Loans and issue Letters of Credit. Each Borrower
acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected
to benefit such business.


 


(b) Agent and
Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral
or any Real Estate by judicial foreclosure or nonjudicial sale or enforcement, to the extent permitted under Applicable Law, without
affecting any rights and remedies under this Section 5.11. If, in taking any action in connection with the exercise of any
rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment
against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or
otherwise, each Borrower consents to such action, to the extent permitted under Applicable Law, and waives any claim based upon
it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had. To the extent
permitted under Applicable Law, any election of remedies that results in denial or impairment of the right of Agent or any Lender
to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount
of the Obligations. To the extent permitted under Applicable Law, each Borrower waives all rights and defenses arising out of an
election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of
remedies destroys such Borrower’s rights of subrogation against any other Person. To the extent permitted under Applicable
Law, Agent may bid Obligations, in whole or part, at any foreclosure, trustee or other sale, including any private sale, and the
amount of such bid need not be paid by Agent but shall be credited against the Obligations. To the extent permitted under Applicable
Law, the amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively
deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the
Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.11, notwithstanding
that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent
or any Lender might otherwise be entitled but for such bidding at any such sale.


 


5.11.3 Extent
of Liability; Contribution.


 


(a) Notwithstanding
anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall not exceed the greater of
(i) all amounts for which such Borrower is primarily liable, as described in clause (c) below, and (ii) such Borrower’s Allocable
Amount.


 


(b) If any Borrower
makes a payment under this Section 5.11 of any Obligations (other than amounts for which such Borrower is primarily liable)
(a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made
by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate
Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the
total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments
from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based on their respective Allocable Amounts
in effect immediately prior to such Guarantor Payment. The “Allocable Amount” for any Borrower shall be the
maximum amount that could then be recovered from such Borrower under this Section 5.11 without rendering such payment voidable
under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute
or common law.


 






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(c) Section 5.11.3(a)
shall not limit the liability of any Borrower to pay or guarantee Revolver Loans made directly or indirectly to it (including Revolver
Loans advanced hereunder to any other Person and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower),
LC Obligations relating to Letters of Credit issued to support its business, Secured Bank Product Obligations incurred to support
its business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower
shall be primarily liable for all purposes hereunder. Agent and Lenders shall have the right, at any time in their discretion,
to condition Revolver Loans and Letters of Credit upon a separate calculation of borrowing availability for each Borrower and to
restrict the disbursement and use of Revolver Loans and Letters of Credit to a Borrower based on that calculation.


 


(d) Each Obligor
that is a Qualified ECP when its guaranty of or grant of Lien as security for a Swap Obligation becomes effective hereby jointly
and severally, absolutely, unconditionally and irrevocably undertakes to provide funds or other support to each Specified Obligor
with respect to such Swap Obligation as may be needed by such Specified Obligor from time to time to honor all of its obligations
under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability
that can be hereby incurred without rendering such Qualified ECP’s obligations and undertakings under this Section 5.11
voidable under any applicable fraudulent transfer or conveyance act). The obligations and undertakings of each Qualified ECP under
this Section shall remain in full force and effect until Full Payment of all Obligations. Each Obligor intends this Section to
constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support or
other agreement” for the benefit of, each Obligor for all purposes of the Commodity Exchange Act.


 


5.11.4 Joint
Enterprise. Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined
basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and
collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated
group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease
administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness
to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers
and at Borrowers’ request.


 


5.11.5 Subordination.
Each Borrower hereby subordinates any claims, including any rights at law or in equity to payment, subrogation, reimbursement,
exoneration, contribution, indemnification or set off, that it may have at any time against any other Obligor, howsoever arising,
to the Full Payment of its Obligations.


 


SECTION 6. CONDITIONS PRECEDENT 


 


6.1 Conditions
Precedent to Initial Revolver Loans. In addition to the conditions set forth in Section 6.2, Lenders shall not be required
to fund any requested Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the
date (“Closing Date”) that each of the following conditions has been satisfied:


 


(a) Each Loan
Document (including the Intercreditor Agreement) shall have been duly executed and delivered to Agent by each of the signatories
thereto, and each Obligor shall be in compliance with all terms thereof.


 


(b) Agent shall
have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and
Lien searches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except
Permitted Liens.


 






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(c) [Reserved].


 


(d) Agent shall
have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Borrower certifying
that, after giving effect to the initial Revolver Loans and transactions hereunder, (i) is the Obligors and their Subsidiaries
are Solvent on a consolidated basis; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth
in Section 9 are true and correct in all material respects on and as of such date, except to the extent that such representations
and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and
correct in all material respects as of such earlier date; and (iv) such Borrower has complied with all agreements and conditions
to be satisfied by it under the Loan Documents as of such date.


 


(e) Agent shall
have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s
Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached
copy of resolutions authorizing execution and delivery of the Loan Documents to which it is a party is true and complete, and that
such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all
resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized
to sign the applicable Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable
Obligor in writing.


 


(f) Agent shall
have received a written opinion of Fenwick & West LLP, as well as any local counsel to Borrowers or Agent, in form and substance
reasonably satisfactory to Agent.


 


(g) Agent shall
have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official
of such Obligor’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligor, issued
by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and such Obligor’s
headquarters or principal place of business.


 


(h) Agent shall
have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance
with the Loan Documents.


 


(i) Agent shall
have completed its business, financial and legal due diligence of Obligors, including an appraisal and a roll-forward of its previous
field examination, in each case, with results reasonably satisfactory to Agent. No material adverse change in the financial condition
of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2017.


 






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(j) Borrowers
shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date.


 


(k) Agent shall
have received a Borrowing Base Report as of March 31, 2019. Upon giving effect to the initial funding of Revolver Loans and issuance
of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables
stretched beyond their customary payment practices, Liquidity shall be at least $50,000,000, of which at least $12,500,000 shall
consist of Availability (calculated without regard to the Availability Block).


 


(l) Upon the
reasonable request of any Lender made at least 5 days prior to the Closing Date, the Borrower shall have provided to such Lender,
and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable
“know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act,
in each case at least 5 days prior to the Closing Date.


 


(m) At least
5 days prior to the Closing Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership
Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.


 


6.2 Conditions
Precedent to All Credit Extensions. Agent, Issuing Bank and Lenders shall in no event be required to make any credit extension
hereunder (including funding any Revolver Loan, arranging any Letter of Credit, or granting any other accommodation to or for
the benefit of any Borrower), if the following conditions are not satisfied on such date and upon giving effect thereto:


 


(a) No Default
or Event of Default exists;


 


(b) The representations
and warranties of each Obligor in the Loan Documents are true and correct in all material respects on and as of such date as though
made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier
date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier
date);


 


(c) All conditions
precedent in any Loan Document are satisfied;


 


(d) No event
has occurred or circumstance exists that has or could reasonably be expected to have a Material Adverse Effect; and


 


(e) With respect
to a Letter of Credit issuance, all LC Conditions are satisfied.


 


Each request (or deemed request) by a Borrower
for any credit extension shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date
of such request and on the date of the credit extension. As an additional condition to a credit extension, Agent may request any
other information, certification, document, instrument or agreement as it reasonably deems appropriate.


 


6.3 Post-Closing
Date Conditions. Borrower shall satisfy each of the conditions set forth in Schedule 6.3 within the applicable time period.


 


SECTION 7. COLLATERAL


 


7.1 Grant of
Security Interest. To secure the prompt payment and performance of its Obligations, each Obligor hereby grants to Agent,
for the benefit of Secured Parties, a continuing security interest in and Lien upon all Property of such Obligor, including all
of the following Property, whether now owned or hereafter acquired, and wherever located:


 


(a) all Accounts;


 


(b) all Chattel
Paper, including electronic chattel paper;


 


(c) all Commercial
Tort Claims, including those shown on Schedule 9.1.16;


 


(d) all Deposit
Accounts and Securities Accounts;


 


(e) all Documents;


 






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(f) all General
Intangibles;


 


(g) all Goods,
including Inventory, Equipment and fixtures;


 


(h) all Instruments;


 


(i) all Investment
Property;


 


(j) all Letter-of-Credit
Rights;


 


(k) all Supporting
Obligations;


 


(l) all monies,
whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including
any Cash Collateral;


 


(m) all accessions
to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and
unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral;
and


 


(n) (n) all
books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records)
pertaining to the foregoing.


 


7.2 Lien on
Deposit Accounts; Cash Collateral.


 


7.2.1 Deposit
Accounts. To further secure the prompt payment and performance of its Obligations, each Obligor hereby grants to Agent a continuing
security interest in and Lien upon all amounts credited to any Deposit Account (other than a Trust Account) of such Obligor, including
sums in any blocked, lockbox, sweep or collection account. Each Obligor hereby authorizes and directs each bank or other depository
to deliver to Agent, upon request during any Dominion Trigger Period, all balances in any Deposit Account, other than Excluded
Deposit Accounts, maintained for such Borrower, without inquiry into the authority or right of Agent to make such request.


 


7.2.2 Cash
Collateral. Cash Collateral may be invested, at Agent’s discretion (with the consent of Borrower Agent, provided no Event
of Default exists), but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Obligor, and
shall have no responsibility for any investment or loss. As security for its Obligations, each Obligor hereby grants to Agent a
security interest in and Lien upon all Cash Collateral delivered hereunder from time to time, whether held in a segregated cash
collateral account or otherwise. Agent may apply Cash Collateral to payment of such Obligations as they become due, in such order
as Agent may elect. All Cash Collateral and Deposit Accounts shall be under the sole dominion and control of Agent, and no Obligor
or other Person shall have any right to any Cash Collateral until Full Payment of the Obligations.


 


7.3 Reserved.


 


7.4 Investment
Property and other Equity Interests.


 


7.4.1 Delivery
of Certificates. All certificates or instruments representing or evidencing any Investment Property or Equity Interests constituting
Collateral (other than Excluded Assets) hereunder (“Pledged Interests”), including the Pledged Interests as of the
Closing Date, which are set forth on Schedule 7.4.1 hereto, shall be delivered to and held by or on behalf of Agent pursuant
hereto, shall be in suitable form for further transfer by delivery, and shall be accompanied by all necessary instruments of transfer
or assignment, duly executed in blank, provided; that the Obligors shall not be required to deliver any instrument
constituting a Pledged Interest evidencing Debt in favor of the Obligors with a value of less than $1,000,000 individually or,
when taken together with other such Pledged Interests excluded under this proviso, $2,000,000 in the aggregate at any time. The
Pledged Interests consisting of Equity Interests pledged hereunder have been duly authorized and validly issued and are fully paid
and non-assessable.


 






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7.4.2 Issuer
Agreements. Each Obligor that is the issuer of any Pledged Interests hereby (a) acknowledges the security interest and Lien
of Agent in such Collateral granted by the Obligor owning such Pledged Interests and (ii) agrees that, with respect to any such
Pledged Interests, following the occurrence and during the continuance of an Event of Default, it will comply with the instructions
originated by Agent without further consent of any other Obligor.


 


7.4.3 Distributions
on Investment Property and other Equity Interests. In the event that any cash dividend or cash distribution (a “Dividend”)
paid in accordance with this Agreement on any Pledged Interests of any Obligor at a time when no Event of Default has occurred
and is continuing, such Dividend may be paid directly to the applicable Obligor. If an Event of Default has occurred and is continuing,
then any such Dividend or payment shall be paid directly to Agent for the benefit of the Secured Parties.


 


7.4.4 Voting
Rights with respect to Equity Interests. So long as no Event of Default has occurred and is continuing, Obligors shall be entitled
to exercise any and all voting and other consensual rights pertaining to any of the Pledged Interests or any part thereof for any
purpose not prohibited by the terms of this Agreement. If an Event of Default shall have occurred and be continuing and the Agent
has provided at least one (1) Business Day’s prior written notice to the Borrower Agent, all rights of Obligors to exercise
the voting and other consensual rights that it would otherwise be entitled to exercise shall, at Agent’s option, be suspended,
and all such rights shall, at Agent’s option, thereupon become vested in Agent for the benefit of the Secured Parties during
the continuation of such Event of Default, and Agent shall, at its option, thereupon have the sole right to exercise such voting
and other consensual rights during the continuation of such Event of Default and Agent shall thereupon have the right to act with
respect thereto as though it were the outright owner thereof. After all Events of Default have been waived in accordance with the
provisions hereof, and so long as the Obligations shall not have been accelerated, each Obligor shall have the right to exercise
the voting and other consensual rights and powers that it would have otherwise been entitled to pursuant to this Section 7.4.4.


 


7.4.5 Waiver
of Certain Provisions of Organic Documents. Each Obligor irrevocably waives any and all of its rights under those provisions
of the Organic Documents or any equity holders agreement of each of its Subsidiaries that (a) prohibit, restrict, condition, or
otherwise affect the grant hereunder of any Lien on any of the Pledged Interests or any enforcement action (including the sale,
transfer or disposition of such Pledged Interests to the Agent or a third party) which may be taken in respect of any such Lien
or (b) otherwise conflict with the terms of this Agreement. Each Obligor represents and warrants to the Agent that written waivers
of any such restrictions have been executed by all holders of Pledged Interests that are not Obligors and that all such written
waivers have been delivered to the Agent. The Obligors hereby agree that the Agent shall be deemed to be the “holder of record”
with respect the Pledged Interests in the event that, during the continuance of any Event of Default, it elects to exercise remedies
or otherwise transfer of any Pledged Interests.


 


7.4.6 Securities
Accounts. Each Obligor irrevocably authorizes and directs each securities intermediary or other Person with which any securities
account or similar investment property is maintained, if any, upon written instruction of the Agent (with a copy to the Borrower
Agent), to dispose of such Collateral at the direction of the Agent and comply with the instructions originated by Agent without
further consent of any Obligor. The Agent agrees with the Obligors that such instruction shall not be given by the Agent unless
an Event of Default has occurred and is continuing.


 






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7.5 Miscellaneous
Collateral Provisions.


 


7.5.1 Commercial
Tort Claims. Obligors shall promptly notify Agent in writing if any Obligor has a Commercial Tort Claim (other than, as long
as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000), shall promptly amend Schedule 9.1.16
to include such claim, and shall take such actions as Agent deems appropriate to subject such claim to a duly perfected, first
priority Lien (subject to Permitted Liens) in favor of Agent.


 


7.5.2 Certain
After-Acquired Collateral. Obligors shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains
any interest in any Collateral consisting of Deposit Accounts, Securities Accounts, Chattel Paper, Documents, Instruments, Intellectual
Property, Investment Property or Letter-of-Credit Rights and upon Agent’s reasonable request, shall promptly take such actions
as Agent reasonably deems necessary and appropriate to effect Agent’s duly perfected, first priority Lien (subject to Permitted
Liens) upon such Collateral, including using commercially reasonable efforts to obtain any appropriate possession, control agreement
or Lien Waiver. If any Collateral owned by an Obligor is in the possession of a third party, at Agent’s request, Obligors
shall use commercially reasonable efforts to obtain an acknowledgment that such third party holds the Collateral for the benefit
of Agent.


 


7.5.3 Limitations.
The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way
modify, any obligation or liability of Obligors relating to any Collateral. In no event shall the grant of any Lien under any Loan
Document secure an Excluded Swap Obligation of the granting Obligor.


 


7.5.4 Further
Assurances. All Liens granted to Agent under the Loan Documents are for the benefit of Secured Parties. Promptly upon request,
Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent reasonably deems necessary and appropriate
under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement.
Each Obligor authorizes Agent to file any financing statement that describes the Collateral as “all assets” or “all
personal property” of such Obligor, or words to similar effect, and ratifies any action taken by Agent before the Closing
Date to effect or perfect its Lien on any Collateral.


 


7.5.5 Excluded
Assets. Notwithstanding Section 7.1, the Collateral shall not include any Excluded Assets.


 


SECTION 8. COLLATERAL ADMINISTRATION


 


8.1 Borrowing
Base Reports. By the 20th day of each month, Borrowers shall deliver to Agent (and Agent shall promptly deliver same to
Lenders) a Borrowing Base Report as of the close of business of the previous month, appropriately completed, executed, and delivered
by a Responsible Officer, together with customary supporting information in connection therewith, including Inventory reports
and trade payables reports (specifying the trade creditor and balance due and a detailed trade payable aging), all in form reasonably
satisfactory to Agent; provided that during any Reporting Trigger Period, Borrowers shall furnish a Borrowing Base Report
as of the end of each week, appropriately completed, executed, and delivered by a Responsible Officer, together with above-referenced
supporting information in connection therewith, no later than the third Business Day of the following week. All information (including
calculation of Availability) in a Borrowing Base Report shall be certified by Borrower Agent. Agent may in its reasonable discretion
from time to time adjust such report (a) to reflect Agent’s reasonable estimate of declines in value of Borrowing Base Collateral,
due to collections received in the Dominion Account or otherwise; (b) to adjust advance rates to reflect changes in dilution,
quality, mix and other factors affecting the Borrowing Base Collateral; and (c) to the extent any information or calculation does
not comply with this Agreement.


 






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8.2 Accounts.


 


8.2.1 Records
and Schedules of Accounts. Each Borrower shall keep materially accurate and complete records of its Accounts, including all
payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably
satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall also provide to Agent, on or before the
20th day of each month, a detailed aged trial balance of all Accounts as of the end of the preceding month, specifying each Account’s
Account Debtor name and address, amount, invoice date and due date, showing any discount, allowance, credit, authorized return
or dispute, and including such proof of delivery, copies of invoices and invoice registers, copies of related documents, repayment
histories, status reports and other information as Agent may reasonably request. If an Account in an aggregate face amount of $5,000,000
or more cease to be Eligible Accounts, Borrowers shall notify Agent of such occurrence promptly (and in any event within five (5)
Business Days) after any Borrower has knowledge thereof.


 





8.2.2 Taxes.
If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof
to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provided, that neither
Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers or with respect to any Collateral.


 


8.2.3 Account
Verification. Whether or not a Default or Event of Default exists, Agent shall have the right at any time following notice
to the Obligors (which notice shall not be required if a Default or Event of Default is continuing), in the name of Agent, any
designee of Agent or any Borrower, to verify the validity, amount or any other matter relating to any Accounts of Borrowers by
mail, telephone or otherwise. Borrowers shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such
verification process. Agent agrees that unless a Default or Event of Default is continuing, it will only conduct such verifications
in connection with an audit or field exam which is being conducted at the same time.


 


8.2.4 Maintenance
of Dominion Account. Borrowers shall maintain Dominion Accounts pursuant to lockbox or other arrangements reasonably acceptable
to Agent. Borrowers shall obtain an agreement (in form and substance reasonably satisfactory to Agent) from each lockbox servicer
and Dominion Account bank, establishing Agent’s control over and Lien in the lockbox or Dominion Account, which may be exercised
by Agent during any Dominion Trigger Period, requiring immediate deposit of all remittances received in the lockbox to a Dominion
Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account
is not maintained with Bank of America, Agent may, during any Dominion Trigger Period, require immediate transfer of all funds
in such account to a Dominion Account maintained with Bank of America. Agent and Lenders assume no responsibility to Borrowers
for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any
Payment Items accepted by any bank.


 


8.2.5 Proceeds
of Collateral. Borrowers shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts
or otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If any
Borrower or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and
promptly (not later than the next Business Day) deposit same into a Dominion Account.


 






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8.3 Inventory.


 


8.3.1 Records
and Reports of Inventory. Each Borrower shall keep accurate and complete records of its Inventory in all material respects,
including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form reasonably
satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall conduct a physical inventory at least once
per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts
consistent with historical practices, and shall provide to Agent a report based on each such inventory and count promptly upon
completion thereof, together with such supporting information as Agent may reasonably request. Agent may participate in and observe
each physical count.


 


8.3.2 Returns
of Inventory. No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise,
unless (a) such return is in the Ordinary Course of Business; (b) no Default, Event of Default or Overadvance exists or would result
therefrom; (c) Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $1,000,000; and
(d) any payment received by a Borrower for a return is promptly remitted to Agent for application to the Obligations.


 


8.3.3 Acquisition,
Sale and Maintenance. No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps
to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrower shall sell any Inventory
on consignment or approval or any other basis under which the customer may return or require a Borrower to repurchase such Inventory.
Borrowers shall use, store and maintain all Inventory with reasonable care and caution, in accordance with applicable standards
of any insurance and in conformity with all Applicable Law, and shall make current rent payments (within applicable grace periods
provided for in leases) at all locations where any Collateral is located.


 


8.4 Equipment.


 


8.4.1 Records
and Schedules of Equipment. Each Borrower shall keep accurate and complete records in all material respects of its Equipment,
including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis
as Agent may reasonably request, a current schedule thereof, in form reasonably satisfactory to Agent. Promptly upon request, during
the continuance of an Event of Default, Borrowers shall deliver to Agent evidence of their ownership or interests in any Equipment.


 


8.4.2 Dispositions
of Equipment. No Borrower shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent,
other than (a) a Permitted Asset Disposition; and (b) replacement of Equipment that is worn, damaged or obsolete with Equipment
that is used or useful in the business of the Obligors, if the replacement Equipment is acquired substantially contemporaneously
with such disposition and is free of Liens other than Permitted Liens.


 


8.4.3 Condition
of Equipment. The Equipment is in good operating condition and repair, and all necessary replacements and repairs have been
made so that its value and operating efficiency are preserved at all times, reasonable wear and tear excepted. Each Borrower shall
ensure that the Equipment is mechanically and structurally sound in all material respects, and capable of performing the functions
for which it was designed, in accordance with manufacturer specifications. No Borrower shall permit any Equipment to become affixed
to Real Estate unless such Obligor uses its commercially reasonable efforts to have the applicable landlord or mortgagee deliver
a Lien Waiver.


 






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8.5 Deposit
Accounts. Schedule 8.5 lists all Deposit Accounts and Securities Accounts maintained by Obligors, including Dominion
Accounts. Each Obligor shall take all commercially reasonable actions necessary to establish Agent’s first priority Lien
on each Deposit Account other than Excluded Deposit Accounts within ninety (90) days of the Closing Date. Borrowers shall be the
sole account holders of each Deposit Account and Securities Account (other than, in each case, Excluded Accounts) and shall not
allow any Person (other than Agent and the depository bank or securities intermediary) to have control over their Deposit Accounts
or Securities Accounts or any Property deposited therein. Borrower Agent shall promptly notify Agent of any opening or closing
of a Deposit Account or Securities Account and, with the consent of Agent (which shall not be unreasonably withheld, conditioned
or delayed), will amend or supplement Schedule 8.5 to reflect same.


 


8.6 General
Provisions.


 


8.6.1 Location
of Collateral. All tangible items of Collateral (other than Inventory in transit, Inventory between locations of a vendor to
a location of an Obligor or Inventory between a location of an Obligor to a customer of an Obligor), shall at all times be kept
by Obligors at the business locations set forth in Schedule 8.6.1, except that Obligors may (a) make sales or other dispositions
of Collateral in accordance with Section 10.2.6; and (b) move Collateral to another location in the United States, upon thirty
(30) Business Days prior written notice to Agent.


 


8.6.2 Insurance
of Collateral; Condemnation Proceeds.


 


(a) Each Obligor
shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other
risks, in amounts, with endorsements and with insurers (with a Best rating of at least A+, unless otherwise approved by Agent in
its discretion) reasonably satisfactory to Agent; provided, that if Real Estate secures any Obligations, flood hazard diligence,
documentation and insurance for such Real Estate shall comply with all Flood Laws or shall otherwise be satisfactory to all Lenders.
All proceeds under each policy shall be payable to the Dominion Account. From time to time upon request, Obligors shall deliver
to Agent the originals or certified copies of its insurance policies and updated flood plain searches. Unless Agent shall agree
otherwise, each policy shall include satisfactory endorsements (i) showing Agent as loss payee; (ii) requiring 30 days prior written
notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of
Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation
of the premises for purposes more hazardous than are permitted by the policy. If any Obligor fails to provide and pay for any insurance,
Agent may, at its option, but shall not be required to, procure the insurance and charge Obligors therefor. Each Obligor agrees
to deliver to Agent, promptly following delivery thereof, copies of all material reports made to insurance companies. While no
Event of Default exists, Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to
Agent. If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.


 


(b) Subject
to clause (c) below, any proceeds of insurance (other than proceeds from workers’ compensation or D&O insurance) and
any awards arising from condemnation of any Collateral shall be paid to Agent. Any such proceeds or awards that relate to Inventory
shall be applied to payment of the Revolver Loans, and then to other Obligations. Subject to clause (c) below, any proceeds or
awards that relate to Equipment or Real Estate shall be applied first to Revolver Loans and then to other Obligations.


 


(c) If requested
by Obligors in writing within 15 days after Agent’s receipt of any insurance proceeds or condemnation awards relating to
any loss or destruction of Equipment or Real Estate, Obligors may use such proceeds or awards to repair or replace such Equipment
or Real Estate (and until so used, the proceeds shall be held by Agent as Cash Collateral) as long as (i) no Default or Event of
Default exists; (ii) such repair or replacement is promptly undertaken and concluded, in accordance with plans reasonably satisfactory
to Agent; (iii) replacement buildings are constructed on the sites of the original casualties and are of comparable size, quality
and utility to the destroyed buildings; (iv) the repaired or replaced Property is free of Liens, other than Permitted Liens that
are not Purchase Money Liens; (v) Obligors comply with disbursement procedures for such repair or replacement as Agent may reasonably
require; and (vi) the aggregate amount of such proceeds or awards from any single casualty or condemnation does not exceed $5,000,000.


 






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8.6.3 Protection
of Collateral. All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral,
all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent
to any Person to realize upon any Collateral, shall be borne and paid by Obligors. Agent shall not be liable or responsible in
any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while
Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman,
carrier, forwarding agency or other Person whatsoever, but the same shall be at Obligors’ sole risk.


 


8.6.4 Defense
of Title. Each Obligor shall use commercially reasonable efforts to defend its title to Collateral and Agent’s Liens
therein against all Persons, claims and demands, except Permitted Liens.


 


8.7 Power of
Attorney. Each Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such
Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section. Agent, or Agent’s
designee, may (but shall have no obligation to), without notice and in either its or an Obligor’s name, but at the cost
and expense of Obligors:


 


(a) Endorse
an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s
possession or control; and


 


(b) During an
Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by
legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify,
compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral;
(iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable;
(iv) collect, liquidate and receive balances in Deposit Accounts, Securities Accounts or investment accounts (other than Trust
Accounts), and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign an Obligor’s name to a
proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or
similar document; (vi) receive, open and dispose of mail addressed to an Obligor, and notify postal authorities to deliver any
such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, bill of lading, or other document
or agreement relating to any Accounts, Inventory or other Collateral; (viii) use an Obligor’s stationery and sign its name
to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic
or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may
be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which
an Obligor is a beneficiary; (xii) exercise any voting or other rights under or with respect to any Investment Property; and (xiii)
take all other actions as Agent deems appropriate to fulfill any Obligor’s obligations under the Loan Documents.


 






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SECTION 9. REPRESENTATIONS AND WARRANTIES


 


9.1 General
Representations and Warranties. To induce Agent and Lenders to enter into this Agreement and to make available the Revolver
Commitments, Revolver Loans and Letters of Credit, each Obligor represents and warrants that:


 


9.1.1 Organization
and Qualification. Each Obligor and Subsidiary is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Each Obligor and Subsidiary is duly qualified, authorized to do business and in good standing
as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material
Adverse Effect. No Obligor is an EEA Financial Institution.


 


9.1.2 Power
and Authority. Each Obligor is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery
and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or
approval of any holders of Equity Interests of any Obligor, except those already obtained; (b) contravene the Organic Documents
of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require imposition
of a Lien (other than Permitted Liens) on any Obligor’s Property.


 


9.1.3 Enforceability.
Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally.


 


9.1.4 Capital
Structure. As of the Closing Date, Schedule 9.1.4 shows, for each Obligor and Subsidiary, its name, jurisdiction of
organization, authorized and issued Equity Interests, holders of its Equity Interests (other than holders of the Equity Interests
of Borrower), and agreements binding on such holders with respect to such Equity Interests. Except as disclosed on Schedule
9.1.4, in the five years preceding the Closing Date, no Obligor or Subsidiary has acquired any substantial assets from any
other Person nor been the surviving entity in a merger or combination. Each Obligor has good title to its Equity Interests in its
Subsidiaries, subject only to Agent’s Lien, and all such Equity Interests are duly issued, fully paid and non-assessable.
There are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom
rights or powers of attorney relating to Equity Interests of any Subsidiary.


 


9.1.5 Title
to Properties; Priority of Liens. Each Obligor and Subsidiary has good and marketable title to (or valid leasehold interests
in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements
delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. To the extent constituting Collateral, no Real
Estate is located in a special flood hazard zone, except as disclosed on Schedule 9.1.5. Each Obligor and Subsidiary has
paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. All Liens
of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens.


 


9.1.6 Accounts.
Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Obligors with
respect thereto. Obligors warrant, with respect to each Account shown as an Eligible Account in a Borrowing Base Report, that:


 


(a) it is genuine
and in all respects what it purports to be;


 


(b) it arises
out of a completed, bona fide sale and delivery of goods or rendition of services in the Ordinary Course of Business, and substantially
in accordance with any purchase order, contract or other document relating thereto;


 






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(c) it is for
a sum certain, maturing as stated in the applicable invoice, a copy of which has been furnished or is available to Agent on request;


 


(d) it is not
subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition
except as arising in the Ordinary Course of Business and disclosed to Agent; and it is absolutely owing by the Account Debtor,
without contingency of any kind;


 


(e) no purchase
order, agreement, document or Applicable Law restricts assignment of the Account to Agent (regardless of whether, under the UCC,
the restriction is ineffective), and the applicable Obligor is the sole payee or remittance party shown on the invoice;


 


(f) no extension,
compromise, settlement, modification, credit, deduction or return has been authorized or is in process with respect to the Account,
except discounts or allowances granted in the Ordinary Course of Business for prompt payment that are reflected on the face of
the invoice related thereto and in the reports submitted to Agent hereunder; and


 


(g) to the best
of Obligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or
collectability of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet
the applicable Obligor’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding,
and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened or pending
against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial
condition.


 


9.1.7 Financial
Statements. The consolidated and consolidating balance sheets, and related statements of income, cash flow and shareholders
equity, of Obligors and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance
with GAAP, and fairly present in all material respects the financial positions and results of operations of Obligors and Subsidiaries
at the dates and for the periods indicated and, for unaudited financial statements, subject to normal yearend adjustments and the
absence of footnotes. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based
on reasonable assumptions in light of the circumstances at such time. Since December 31, 2017 there has been no change in the condition,
financial or otherwise, of any Obligor or Subsidiary that could reasonably be expected to have a Material Adverse Effect. No financial
statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any
material fact necessary to make such statement when taken as a whole not materially misleading. It being understood that (A) projections
are by their nature subject to significant uncertainties and contingencies, many of which are beyond the Obligors’ control,
(B) actual results may differ materially from the projections and such variations may be material and (C) the projections are not
guarantee of performance. The Obligors and their Subsidiaries are Solvent on a consolidated basis.


 


9.1.8 Surety
Obligations. No Obligor or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment
or performance of any obligation of any Person, except as permitted hereunder.


 


9.1.9 Taxes.
Each Obligor and Subsidiary has filed all federal, state and material local tax returns and other reports that it is required by
law to file, and has paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due
and payable, except to the extent being Properly Contested, and except for unpaid Taxes that are not material in amount and for
which no Lien attaches. The provision for Taxes on the books of each Obligor and Subsidiary is adequate in all material respects
for all years not closed by applicable statutes, and for its current Fiscal Year.


 






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9.1.10 Brokers.
There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions
contemplated by the Loan Documents.


 


9.1.11 Intellectual
Property. Each Obligor and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct
of its business, without conflict with any material Intellectual Property of others. There is no pending or, to any Obligor’s
knowledge, threatened material Intellectual Property Claim with respect to any Obligor, any Subsidiary or any of their Property
(including any Intellectual Property) that, would reasonably be expected to have a Material Adverse Effect if determined adversely
to any Obligor or Subsidiary. Except as disclosed on Schedule 9.1.11 and other than license agreements for commercially
available off-the-shelf software that is generally available to the public, as of the Closing Date, no Obligor or Subsidiary pays
or owes any royalty or other compensation to any Person with respect to any Intellectual Property. All registered Intellectual
Property owned or exclusively licensed by, or otherwise subject to any exclusive interests of, any Obligor or Subsidiary as of
the Closing Date is shown on Schedule 9.1.11.


 


9.1.12 Governmental
Approvals. Each Obligor and Subsidiary has, is in compliance with, and is in good standing with respect to, all Governmental
Approvals necessary to conduct its business and to own, lease and operate its Properties, except as would not reasonably be expected
to result in a Material Adverse Effect. All necessary import, export or other licenses, permits or certificates for the import
or handling of any goods or other Collateral have been procured and are in effect, and Obligors and Subsidiaries have complied
with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance
could not reasonably be expected to have a Material Adverse Effect.


 


9.1.13 Compliance
with Laws. Each Obligor and Subsidiary has duly complied, and its Properties and business operations are in compliance, in
all material respects with all Applicable Law, except (other than with respect to Anti-Terrorism Laws) where noncompliance could
not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of material noncompliance
issued to any Obligor or Subsidiary under any Applicable Law, except where noncompliance would not reasonably be expected to result
in a Material Adverse Effect. No Inventory has been produced in violation of the FLSA.


 


9.1.14 Compliance
with Environmental Laws. Except as disclosed on Schedule 9.1.14 or as would not reasonably be expected to result
in a Material Adverse Effect, no Obligor’s or Subsidiary’s past or present operations, Real Estate or other Properties
are subject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental
pollution, hazardous material or environmental clean-up. No Obligor or Subsidiary has received any Environmental Notice that would
reasonably be expected to result in a Material Adverse Effect. No Obligor or Subsidiary has any contingent liability with respect
to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased
or operated by it that would reasonably be expected to result in a Material Adverse Effect.


 


9.1.15 Burdensome
Contracts. No Obligor or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably
be expected to have a Material Adverse Effect. No Obligor or Subsidiary is party or subject to any material Restrictive Agreement,
except as shown on Schedule 9.1.15. No such Restrictive Agreement prohibits the execution, delivery or performance of any
Loan Document by an Obligor.


 






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9.1.16 Litigation.
Except as shown on Schedule 9.1.16, there are no proceedings or investigations pending or, to any Obligor’s knowledge,
threatened against any Obligor or Subsidiary, or any of their businesses, operations, Properties or financial condition, that (a)
relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse
Effect if determined adversely to any Obligor or Subsidiary. Except as shown on such Schedule (as may be supplemented from time
to time), no Obligor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort
Claim for less than $500,000). Except as where such default would not reasonably be expected to have a Material Adverse Effect,
no Obligor or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority.


 


9.1.17 No Defaults.
No event or circumstance has occurred or exists that constitutes a Default or Event of Default. No Obligor or Subsidiary is in
default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute
a default, under any Material Contract or in the payment of any Borrowed Money in excess of $1,000,000. There is no basis upon
which any party (other than an Obligor or Subsidiary) could terminate a Material Contract prior to its scheduled termination date.


 


9.1.18 ERISA.
Except as disclosed on Schedule 9.1.18:


 


(a) Each Plan
is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws.
Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS
or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Obligors,
nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has met all
applicable requirements under the Code, ERISA and the Pension Protection Act of 2006, and no application for a waiver of the minimum
funding standards or an extension of any amortization period has been made with respect to any Plan.


 


(b) There are
no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction
or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected
to have a Material Adverse Effect.


 


(c) (A) No ERISA
Event has occurred or is reasonably expected to occur; (B) as of the most recent valuation date for any Pension Plan, the funding
target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%; and no Obligor or ERISA Affiliate knows
of any reason that such percentage could reasonably be expected to drop below 60%; (C) no Obligor or ERISA Affiliate has incurred
any liability to the PBGC except for the payment of premiums, and no premium payments are due and unpaid; (D) no Obligor or ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (E) no Pension Plan has been
terminated by its plan administrator or the PBGC, and no fact or circumstance exists that could reasonably be expected to cause
the PBGC to institute proceedings to terminate a Pension Plan; and


 


(d) With respect
to any Foreign Plan, (A) all employer and employee contributions required by law or by the terms of the Foreign Plan have been
made, or, if applicable, accrued, in accordance with normal accounting practices; (B) the fair market value of the assets of each
funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established
for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations
with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations
most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and
(C) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.


 






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(e) Each Borrower
represents and warrants as of the Closing Date that such Borrower is not and will not be (i) an employee benefit plan subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan or account
subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”); (iii) an entity deemed to hold “plan
assets” of any such plans or accounts for purposes of ERISA or the Code; (iv) a “governmental plan” within the
meaning of ERISA; or (v) using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section
3(42) of ERISA) of one or more Benefit Plans in connection with the Revolver Loans, the Letters of Credit or the Revolver Commitments.


 


9.1.19 Trade
Relations. There exists no actual or threatened termination, limitation or modification of any business relationship between
any Obligor or Subsidiary and any material customer or supplier, or any group of customers or suppliers, who individually or in
the aggregate are material to the business of such Obligor or Subsidiary taken as a whole. There exists no condition or circumstance
that could reasonably be expected to materially and adversely impair the ability of any Obligor or Subsidiary to conduct its business
at any time hereafter in substantially the same manner as conducted on the Closing Date.


 


9.1.20 Labor
Relations. Except as described on Schedule 9.1.20 (which may be supplemented or revised), no Obligor or Subsidiary is
party to or bound by any collective bargaining agreement, management agreement or consulting agreement. There are no material grievances,
disputes or controversies with any union or other organization of any Obligor’s or Subsidiary’s employees, or, to any
Obligor’s knowledge, any asserted or threatened strikes, work stoppages or demands for collective bargaining.


 


9.1.21 Payable
Practices. No Obligor or Subsidiary has made any material change in its historical accounts payable practices from those in
effect on the Closing Date.


 


9.1.22 Not
a Regulated Entity. No Obligor is (a) an “investment company” or a “person directly or indirectly controlled
by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject
to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding
its authority to incur Debt.


 


9.1.23 Margin
Stock. No Obligor or Subsidiary 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 Revolver Loan proceeds or Letters of Credit will be used
by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any
related purpose governed by Regulations T, U or X of the Board of Governors.


 


9.1.24 OFAC.
No Obligor, Subsidiary, or any director, officer, employee, agent, affiliate or representative thereof, is or is owned or controlled
by any individual or entity that is currently the target of any Sanction or is located, organized or resident in a Designated Jurisdiction.


 


9.2 Complete
Disclosure. No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact
necessary to make the statements contained therein not materially misleading in light of the circumstances under which it was
made. There is no fact or circumstance that any Obligor has failed to disclose to Agent in writing that could reasonably be expected
to have a Material Adverse Effect. As of the Closing Date, the information included in the Beneficial Ownership Certification,
if applicable, is true and correct in all respects.


 






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SECTION 10. COVENANTS AND CONTINUING
AGREEMENTS


 


10.1 Affirmative
Covenants. As long as any Revolver Commitments or Obligations (other than the Secured Bank Product Obligations) are outstanding,
each Obligor shall, and shall cause each Subsidiary to:


 


10.1.1 Inspections;
Appraisals.


 


(a) Permit Agent
from time to time, subject (unless a Default or Event of Default exists) to reasonable notice and normal business hours, to visit
and inspect the Properties of any Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or Subsidiary’s
books and records, discuss with its officers, employees, agents, advisors and independent accountants such Obligor’s or Subsidiary’s
business, financial condition, assets, prospects and results of operations and appraise its Inventory. Lenders may participate
in any such visit or inspection, at their own expense. Secured Parties shall have no duty to any Obligor to make any inspection,
nor to share any results of any inspection, appraisal or report with any Obligor. Obligors acknowledge that all inspections, appraisals
and reports are prepared by Agent and Lenders for their purposes, and Obligors shall not be entitled to rely upon them.


 


(b) Reimburse
Agent for all its reasonable and documented out-of-pocket charges, costs and expenses in connection with (i) examinations of Obligors’
books and records or any other financial or Collateral matters as it deems appropriate, up to one (1) time per Loan Year; and (ii)
appraisals of Inventory, up to one (1) time per Loan Year; provided, that if an examination or appraisal is initiated during
a Loan Year in which an Inspection Trigger Event has occurred, all charges, costs and expenses relating thereto shall be reimbursed
by Obligors without regard to such limits. Obligors shall pay Agent’s then standard charges for examination activities, including
charges for its internal examination and appraisal groups, as well as the charges of any third party used for such purposes. No Borrowing
Base calculation shall include Borrowing Base Collateral acquired in a Permitted Acquisition or otherwise outside the Ordinary
Course of Business until completion of applicable field examinations and appraisals (which shall not be included in the limits
provided above) reasonably satisfactory to Agent.


 


10.1.2 Financial
and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper
entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:


 


(a) as soon
as available, and in any event no later than May 31, 2019 for the Fiscal Year ending December 31, 2018 and within 90 days after
the close of each Fiscal Year thereafter, balance sheets as of the end of such Fiscal Year and the related statements of income,
cash flow and shareholders equity for such Fiscal Year, on consolidated and consolidating bases for Obligors and Subsidiaries,
which consolidated statements shall be audited and certified (without qualification (or similar notation) as to scope or going
concern (it being understood that any qualification with respect to the stated maturity date of the Revolver Loans is permissible))
by a firm of independent certified public accountants of recognized standing selected by Obligors and reasonably acceptable to
Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable
to Agent;


 


(b) as soon
as available, and in any event within 30 days after the end of each month, unaudited balance sheets as of the end of such month
and the related statements of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, on consolidated
and consolidating bases for Obligors and Subsidiaries, setting forth in comparative form corresponding figures for the preceding
Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting
the financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence
of footnotes;


 






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(c) concurrently
with delivery of financial statements under clauses (a) and (b) above, or more frequently if requested by Agent while a Default
or Event of Default exists, a Compliance Certificate executed by the chief financial officer of Borrower Agent;


 


(d) concurrently
with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted
to Obligors by their accountants in connection with such financial statements;


 


(e) not later
than 30 days after the commencement of each Fiscal Year, projections of Obligors’ consolidated balance sheets, results of
operations, cash flow and Availability for such Fiscal Year, month by month , and for the next three (3) Fiscal Years, year by
year;


 


(f) at Agent’s
request, a listing of each Obligor’s trade payables, specifying the trade creditor and balance due, and a detailed trade
payable aging, all in form reasonably satisfactory to Agent;


 


(g) promptly
after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Obligor has made
generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses
that any Obligor files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange;
and copies of any press releases or other statements made available by an Obligor to the public concerning material changes to
or developments in the business of such Obligor;


 


(h) promptly
after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan;


 


(i) such other
reports and information (financial or otherwise) as Agent may request from time to time in connection with any Collateral or any
Borrower’s, Subsidiary’s or other Obligor’s financial condition or business;


 


(j) as soon
as available, and in any event within 120 days after the close of each Fiscal Year, financial statements for each Guarantor, in
form and substance reasonably satisfactory to Agent; and


 


(k) promptly
following any request therefor, provide information and documentation reasonably requested by the Agent or any Lender for purposes
of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without
limitation, the PATRIOT Act and the Beneficial Ownership Regulation.


 


Information required to be delivered pursuant
to Section 10.1.2 may be delivered electronically and if so delivered, shall be deemed to have delivered on the date (i)
on which Borrower posts such information or provides a link thereto on Borrower’s website on the internet at http://www.proterra.com
or at http://www.sec.gov and promptly notifies Agent and Lenders of such posting or (ii) on which such information is posted
on the Borrower’s behalf on any Internet or intranet website, if any, to which the Lenders and the Agent have been granted
access and have been promptly notified of such posting (whether a commercial, third party website or whether sponsored by the Agent).


 






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10.1.3 Notices.
Notify Agent and Lenders in writing, promptly after an Obligor’s obtaining knowledge thereof, of any of the following that
affects an Obligor: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, that
would reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout,
or the expiration of any material labor contract; (c) any default under or termination of a Material Contract; (d) the existence
of any Default or Event of Default; (e) any judgment in an amount exceeding $2,000,000; (f) the assertion of any Intellectual Property
Claim that would reasonably be expected to have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable
Law (including ERISA, OSHA, FLSA, or any Environmental Laws that would reasonably be expected to have a Material Adverse Effect;
(h) any Environmental Release by an Obligor or on any Property owned, leased or occupied by an Obligor; or receipt of any Environmental
Notice; (i) the occurrence of any ERISA Event; (j) the discharge of or any withdrawal or resignation by Obligors’ independent
accountants; or (k) any opening of a new office or place of business, at least 10 days prior to such opening.


 


10.1.4 Landlord
and Storage Agreements. Promptly following request, provide Agent with copies of all existing agreements, and promptly after
execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor,
shipper, bailee or other Person that owns any premises at which any Collateral consisting of Equipment or Inventory may be kept
or that otherwise may possess or handle any Collateral consisting of Equipment or Inventory.


 


10.1.5 Compliance
with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws
regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties
or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could
not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental
Release occurs at or on any Properties of any Obligor or Subsidiary, it shall act promptly and diligently to investigate and report
to Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such
Environmental Release to the extent required by Environmental Laws, whether or not directed to do so by any Governmental Authority.


 


10.1.6 Taxes.
Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being
Properly Contested, and unless such unpaid Taxes are not material in amount and no Lien is imposed.


 


10.1.7 Insurance.
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best rating
of at least A+, unless otherwise approved by Agent in its discretion) reasonably satisfactory to Agent, (a) with respect to the
Properties and business of Obligors and Subsidiaries of such type (including product liability, workers’ compensation, larceny,
embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary
for companies similarly situated; and (b) business interruption insurance, in such amounts, and with such coverages and deductibles
as are customary for companies similarly situated.


 


10.1.8 Licenses.
Keep each material License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) unless
the failure to do so would not materially impact Agent’s ability to exercise its rights and remedies with respect to the
Collateral or the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 






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10.1.9 Future
Subsidiaries. As soon as practicable but in any event within 30 Business Days following the acquisition or creation (by
Division or otherwise) of any Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases
to be an Excluded Subsidiary, cause to be delivered to the Agent notice thereof and each of the following, as applicable:


 


(a) a joinder
agreement acceptable to the Agent duly executed by such Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or,
with the consent of the Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower hereunder),
together with executed counterparts of each other Loan Document reasonably requested by the Agent, including all Security Instruments
and other documents reasonably requested to establish and preserve the Lien of the Agent in all Collateral of such Subsidiary;


 


(b) Uniform
Commercial Code financing statements naming such Person as “Debtor” and naming the Agent for the benefit of the Secured
Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Agent and its
special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary
to perfect in favor of the Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security
Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements,
Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments)
and such other documents and agreements as may be reasonably required by the Agent, all as necessary to establish and maintain
a valid, perfected security interest in all Collateral in which such Subsidiary has an interest consistent with the terms of the
Loan Documents;


 


(c) upon the
request of the Agent, an opinion of counsel to each such Subsidiary and addressed to the Agent and the Lenders, in form and substance
reasonably acceptable to the Agent;


 


(d) current
copies of the Organic Documents of each such Subsidiary, together with minutes of duly called and conducted meetings (or duly effected
consent actions) of the board of directors, partners, or appropriate committees thereof (and, if required by such Organic Documents
or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery
of documents described in this Section 10.1.9, all certified by the applicable Governmental Authority or appropriate officer
as the Agent may elect; and


 


(e) with respect
to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower, all “know-your-customer”
and customer due diligence documentation satisfactory to the Lenders to the extent such information is requested by the Agent or
the Lenders reasonably promptly after written notice to the Agent of the proposed joinder of a Borrower.


 


10.1.10 Anti-Corruption
Laws. Conduct its business in compliance with applicable anti-corruption laws and maintain policies and procedures designed
to promote and achieve compliance with such laws.


 


10.1.11 Principal
Depository Institutions. Within ninety (90) days (or such longer period as determined by Agent) after the Closing Date and
at all times thereafter, maintain Bank of America as its principal depository bank, including for the maintenance of all operating,
collection, disbursement and other deposit accounts and for all Cash Management Services.


 


10.2 Negative
Covenants. As long as any Revolver Commitments or Obligations (other than the Secured Bank Product Obligations) are outstanding,
each Borrower shall not, and shall cause each Subsidiary not to:


 


10.2.1 Permitted
Debt. Create, incur, guarantee or suffer to exist any Debt, except:


 


(a) the Obligations;


 






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(b) Subordinated
Debt;


 


(c) Permitted
Purchase Money Debt;


 


(d) Borrowed
Money (other than the Obligations, Subordinated Debt, Term Debt and Permitted Purchase Money Debt), but only to the extent outstanding
on the Closing Date and not satisfied with proceeds of the initial Revolver Loans;


 


(e) Debt with
respect to Bank Products incurred in the Ordinary Course of Business;


 


(f) (i) Debt
that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary,
as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed
$5,000,000 in the aggregate at any time, and (ii) Debt arising from agreements providing for indemnification, adjustment of purchase
price, earnout or other similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition
of any business, assets or a Subsidiary;


 


(g) Permitted
Contingent Obligations;


 


(h) Refinancing
Debt as long as each Refinancing Condition is satisfied;


 


(i) Permitted
Convertible Debt;


 


(j) Debt that
is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $2,000,000 in the
aggregate at any time;


 


(k) Debt in
respect of Hedging Agreements entered into in the Ordinary Course of Business and not for speculative purposes;


 


(l) Debt incurred
in connection with the financing of insurance premiums;


 


(m) Debt owed
to any Person providing workers’ compensation, health, disability or other employment benefits or property, casualty or liability
insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the Ordinary Course
of Business;


 


(n) Debt in
respect of completion bonds, performance bonds, bid bonds, appeal bonds and surety bonds and similar obligations and reimbursement
obligations under letters of credit securing completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, operating
leases and similar obligations, in each case, provided in the Ordinary Course of Business;


 


(o) Debt incurred
in connection with cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards,
electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services
and other similar arrangements of Borrower or any Subsidiary, in each case in the Ordinary Course of Business in an amount not
to exceed $2,000,000 in the aggregate;


 


(p) Term Debt
pursuant to the Intercreditor Agreement; and


 


(q) Debt incurred
as a result of endorsing negotiable instruments received in the Ordinary Course of Business.


 






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10.2.2 Permitted
Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted
Liens”):


 


(a) Liens in
favor of Agent;


 


(b) Purchase
Money Liens securing Permitted Purchase Money Debt;


 


(c) Liens for
Taxes not yet due or being Properly Contested;


 


(d) statutory
Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of
the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the
value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary;


 


(e) Liens incurred
or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory
obligations and other similar obligations, as long as such Liens are at all times junior to Agent’s Liens and are required
or provided by law;


 


(f) Liens arising
in the Ordinary Course of Business that are subject to Lien Waivers;


 


(g) Liens arising
by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long
as such Liens are (i) in existence for less than 30 consecutive days or being Properly Contested, and (ii) at all times junior
to Agent’s Liens;


 


(h) easements,
rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate,
that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business;


 


(i) normal and
customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in
the course of collection;


 


(j) Liens on
assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, securing Debt permitted by Section 10.2.1(f);


 


(k) existing
Liens shown on Schedule 10.2.2;


 


(l) leases,
licenses, subleases and sublicenses granted to others in the Ordinary Course of Business that do not interfere in any material
respect with the business of Borrower and its Subsidiaries, taken as a whole;


 


(m) Liens arising
from UCC financing statements filed regarding operating leases entered into in the Ordinary Course of Business;


 


(n) Liens in
favor of customs or revenue authorities to secure payment of customs duties in connection with the importation of goods;


 






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(o) Liens solely
on cash earnest money deposits made by Borrower or any Subsidiary in connection with any letter of intent or purchase agreement
not prohibited under this Agreement;


 


(p) Liens securing
attachments, appeal bonds, judgments and other similar obligations in connection with court proceedings or judgments that do not
constitute an Event of Default;


 


(q) any interest
or title of a lessor or sublessor and any lender to a lessor or sublessor under any lease or sublease not prohibited by this Agreement,
in each case pertaining to assets that are not owned by Borrower or any Subsidiary and to the extent such lease or sublease has
been entered into by Borrower or any Subsidiary in the Ordinary Course of Business and covering only the assets so leased;


 


(r) Liens, arising
in the Ordinary Course of Business, (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items
in the course of collection, and (ii) in favor of a financial institution encumbering deposits (including brokers’ Liens,
bankers’ Liens, rights of set-off and other similar Liens and cash security deposits) that are within the general parameters
customary in the banking industry, including with respect to deposit accounts, cash management services, including treasury, depository,
overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling
arrangements, netting services, merchant services and other similar arrangements of Borrower or any Subsidiary, in each case in
the Ordinary Course of Business, and not in respect of any funded debt by such bank or other financial institution to the Borrower);


 


(s) Liens (other
than any Lien imposed by ERISA) consisting of (i) pledges or deposits required in the Ordinary Course of Business in connection
with workers’ compensation, unemployment insurance and other social security legislation, (ii) deposits to secure the performance
of tenders, statutory obligations, surety, stay, customs and appeals bonds, bid bonds, operating leases, governmental contracts,
trade contracts, completion bonds, performance bonds, and return of money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money), or to secure letters of credit in respect thereof, or (iii) pledges to secure liability to
insurance carriers, in each case, in the Ordinary Course of Business;


 


(t) Liens securing
the Term Debt subject to the Intercreditor Agreement; and


 


(u) Any other
Liens attached to Property other than Collateral that do not secure obligations in aggregate principal amount in excess of $1,000,000;


 


provided, that
no Permitted Liens in favor of third parties (other than statutory or other nonconsensual Permitted Liens) shall attach to Borrower’s
or any of its Subsidiaries’ Intellectual Property.


 


10.2.3 Reserved.


 


10.2.4 Distributions;
Upstream Payments.


 


(a) Declare
or make any Distributions, except:


 


(i) Upstream Payments;


 


(ii) Each Obligor
may declare and make Distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests;


 






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(iii) the Borrower
may make Distributions to redeem in whole or in part any of its Equity Interest for another class of its Equity Interests or rights
to acquire its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity
Interests; provided that the only consideration paid for any such redemption is Equity Interests of the Borrower or the proceeds
of any substantially concurrent equity contribution or issuance of Equity Interest;


 


(iv) the Borrower
may (x) repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations
or conversions of convertible securities or exercises of warrants or options or (y) “net exercise” or “net share
settle” warrants or options;


 


(v) the Borrower
may redeem or otherwise cancel Equity Interests or rights in respect thereof granted to (or make payments on behalf of) directors,
officers, employees or other providers of services to the Borrower and the Subsidiaries in an amount required to satisfy tax withholding
obligations relating to the vesting, settlement or exercise of such Equity Interests or rights;


 


(vi) the Borrower
may repurchase Equity Interests or rights in respect thereof granted to directors, officers, employees or other providers of services
to the Borrower and the Subsidiaries at the original purchase price of such Equity Interests or rights in respect thereof pursuant
to a right of repurchase set forth in equity compensation plans in connection with a cessation of service;


 


(vii) the receipt
or acceptance by the Borrower or any Subsidiary of the return of Equity Interests issued by the Borrower or any Subsidiary to the
seller of a Person, business or division as consideration for the purchase of such Person, business or division, which return is
in settlement of indemnification claims owed by such seller in connection with such acquisition;


 


(viii) the Borrower
may repurchase Equity Interests pursuant to the terms of a call spread or similar arrangement entered into in connection with the
issuance of convertible notes; and


 


(ix) other Distributions
made when the Payment Conditions are met; or


 


(b) Create or
suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for (i) restrictions
under the Loan Documents, (ii) restrictions under Applicable Law, (iii) restrictions in effect on the Closing Date as shown
on Schedule 9.1.15, (iv) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary
or assets of the Borrower or any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the
Subsidiary or assets to be sold and such sale is not prohibited hereunder, (v) any agreement or restriction or condition in effect
at the time any Person becomes a Subsidiary, so long as such agreement was not entered into solely in contemplation of such Person
becoming a Subsidiary (but shall apply to any extension or renewal of, or any amendment or modification materially expanding the
scope of, any such restrictions or conditions taken as a whole), (vi) restrictions or conditions imposed by any agreement relating
to secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such
Debt, (vii) customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment
thereof or restricting the grant of Liens in such lease, license, sub-lease, sub-license or other contract, and (viii) restrictions
on cash or other deposits (including escrowed funds) imposed under contracts entered into in the Ordinary Course of Business or
restrictions imposed by the terms of a Permitted Lien on the property subject to such Permitted Lien.


 






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10.2.5 Investments.
Make any Investment except (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents that
are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent;
(c) loans and advances permitted under Section 10.2.7; (d) Permitted Acquisitions so long as the Payment Conditions are
satisfied with respect thereto, (e) other Investments (other than Acquisitions) so long as the Payment Conditions are satisfied
with respect thereto, (f) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the Ordinary Course of Business and payable or dischargeable in accordance with customary
trade terms, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors
and other creditors to suppliers in the Ordinary Course of Business; provided, however, that such trade terms may include such
concessionary trade terms as Borrower or any such Subsidiary deems reasonable under the circumstances; (g) Investments consisting
of cashless loans made by Borrower to officers, directors and employees of Borrower or any Subsidiary that are used by such Persons
to simultaneously purchase equity interests of Borrower; provided that such equity interests of Borrower shall be pledged and delivered
to Agent in form and substance reasonably satisfactory to the Agent pursuant to a pledge agreement as collateral security for the
Obligations; or (h) Investments consisting of endorsements of negotiable instruments for collection in the Ordinary Course of Business.


 


10.2.6 Disposition
of Assets. Make any Asset Disposition, except a Permitted Asset Disposition, a disposition of Equipment under Section 8.4.2,
or a transfer of Property by a Subsidiary or Obligor to a Borrower.


 


10.2.7 Loans.
Make any loans or other advances of money to any Person, except (a) advances to an officer or employee for salary, travel expenses,
commissions and similar items in the Ordinary Course of Business; (b) prepaid expenses and extensions of trade credit made in the
Ordinary Course of Business; (c) deposits with financial institutions permitted hereunder; and (d) as long as no Default or Event
of Default exists, intercompany loans by a Borrower to another Borrower.


 


10.2.8 Restrictions
on Payment of Certain Debt. Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance
or acquisition) with respect to any (a) Subordinated Debt, except (i) regularly scheduled payments of principal, interest and fees,
but only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent
shall certify to Agent, not less than five (5) Business Days prior to the date of payment, that all conditions under such agreement
have been satisfied) and (ii) other payments to the extent funded with the proceeds of substantially concurrent issuance of Equity
Interests, including Qualified IPO; (b) Borrowed Money including the Term Debt (but other than the Obligations) prior to its due
date under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent),
unless (i) the Payment Conditions are satisfied with respect to any such payment or (ii) the payment is funded with the proceeds
of substantially concurrent issuance of Equity Interests, including Qualified IPO; provided, that Borrower may pay
the Term Debt fee in the amount of $2,332,500 due on June 1, 2019 in accordance with the Term Loan Agreement.


 


10.2.9 Fundamental
Changes. Change its name or conduct business under any fictitious name; change its tax, charter or other organizational
identification number; change its form or state of organization; liquidate, wind up its affairs or dissolve itself; or merge,
combine or consolidate with any Person, whether in a single transaction or in a series of related transactions, except for
(a) mergers or consolidations of a wholly-owned Subsidiary with another wholly-owned Subsidiary or into a Borrower; or (b)
Permitted Acquisitions.


 






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10.2.10 Subsidiaries.
Form or acquire any Subsidiary after the Closing Date, except in accordance with Sections 10.1.9, 10.2.5 and 10.2.9;
or permit any existing Subsidiary to issue any additional Equity Interests except directors’ qualifying shares.


 


10.2.11 Organic
Documents. Amend, modify or otherwise change any of its Organic Documents in a manner that could reasonably be expected to
materially adversely affect the interests of Agent or the Lenders, except in connection with a transaction permitted under Section
10.2.9.


 


10.2.12 Tax
Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and
Subsidiaries.


 


10.2.13 Accounting
Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance
with Section 1.2; or, unless the Borrower provides at least 30 days advance written notice to Agent, change its Fiscal Year.


 


10.2.14 Restrictive
Agreements. Become a party to any Restrictive Agreement, except a Restrictive Agreement (a) in effect on the Closing Date;
(b) relating to secured Debt permitted hereunder, as long as the restrictions apply only to collateral for such Debt; or (c) constituting
customary restrictions on assignment in leases, Hedge Agreements and other contracts.


 


10.2.15 Hedging
Agreements. Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business and not for
speculative purposes.


 


10.2.16 Conduct
of Business. Engage in any business materially different than its business as conducted on the Closing Date and any activities
incidental thereto.


 


10.2.17 Affiliate
Transactions. Enter into or be party to any transaction with an Affiliate, except (a) transactions expressly permitted by the
Loan Documents; (b) payment of reasonable compensation to directors, officers and employees for services actually rendered, and
payment of customary directors’, officers’ and employees’ indemnification claims; (c) transactions among the
Borrower and its Subsidiaries in respect of transfer pricing, cost plus and cost sharing arrangements in the Ordinary Course of
Business and on terms not less favorable to Borrower or such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties, (d) transactions solely among Borrowers; (e) transactions with Affiliates consummated prior to the Closing
Date, as shown on Schedule 10.2.17; and (f) transactions with Affiliates in the Ordinary Course of Business, upon fair and
reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction
with a non-Affiliate.


 


10.2.18 Plans.
Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date.


 


10.2.19 Amendments
to Debt Documents. Amend, supplement or otherwise modify any document, instrument or agreement relating to (a) any Subordinated
Debt, if such modification (i) increases the principal balance of such Debt, or increases any required payment of principal or
interest (it being understood that any non-cash payment prior to the payment in full of the Obligations may be made in kind and
accreted to capital as of each interest payment date); (ii) accelerates the date on which any installment of principal or any interest
is due, or adds any additional redemption, put or prepayment provisions; (iii) shortens the final maturity date or otherwise accelerates
amortization; (iv) increases the interest rate; (v) increases or adds any fees or charges; (vi) modifies any covenant in a manner
or adds any representation, covenant or default that is more onerous or restrictive in any material respect for any Borrower or
Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; or (vii) results in the Obligations
not being fully benefited by the subordination provisions thereof; provided that nothing herein shall prohibit payments with respect
to Subordinated Debt permitted pursuant to Section 10.2.8 and (b) the Term Debt, except as set forth in the Intercreditor
Agreement.


 






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10.3 Financial
Covenants. As long as any Revolver Commitments or Obligations are outstanding, Borrowers shall:


 


10.3.1 Fixed
Charge Coverage Ratio. Maintain a Fixed Charge Coverage Ratio measured monthly as of the last day of each month for the applicable
Measurement Period of at least 1.00 to 1.00 while a Financial Covenant Trigger Period is in effect, measured for the most recent
period for which financial statements were delivered hereunder prior to the Financial Covenant Trigger Period and each period ending
thereafter until the Financial Covenant Trigger Period is no longer in effect.


 


SECTION 11. EVENTS OF DEFAULT; REMEDIES
ON DEFAULT


 


11.1 Events
of Default. Each of the following shall be an “Event of Default” if it occurs for any reason whatsoever,
whether voluntary or involuntary, by operation of law or otherwise:


 


(a) Any Obligor
fails to pay its Obligations (other than the Secured Bank Product Obligations) when due (whether at stated maturity, on demand,
upon acceleration or otherwise);


 


(b) Any representation,
warranty or other written statement of an Obligor made in connection with any Loan Documents or transactions contemplated thereby
is incorrect or misleading in any material respect when given;


 


(c) An Obligor
breaches or fails to perform any covenant contained in Sections 7.2, 7.4, 7.5, 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.2
or 10.3;


 


(d) An Obligor
breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within
15 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner;
provided, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of
being cured within such period or is a willful breach by an Obligor;


 


(e) A Guarantor
repudiates, revokes or attempts to revoke its Guaranty; an Obligor or third party denies or contests the validity or enforceability
of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document ceases to
be in full force or effect for any reason (other than a waiver or release by Agent and Lenders);


 


(f) Any breach
or default of an Obligor occurs under (i) any Hedging Agreement; or (ii) any instrument or agreement to which it is a party or
by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $5,000,000, if the
maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach;


 


(g) (i) Nonmonetary
judgments that could reasonably be expected to have a Material Adverse Effect or (ii) any judgment or order for the payment of
money is entered against an Obligor in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders
against all Obligors, $5,000,000 (net of insurance coverage therefor that has not been denied by the insurer), in each case which
judgment is not stayed, released or discharged within sixty (60) days after the entry, issuance or commencement thereof;


 






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(h) A loss,
theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds $2,000,000;


 


(i) An Obligor
is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business;
an Obligor suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business;
there is a cessation of any material part of an Obligor’s business for a material period of time; any material Collateral
or Property of an Obligor is taken or impaired through condemnation; an Obligor agrees to or commences any liquidation, dissolution
or winding up of its affairs; or an Obligor is not Solvent;


 


(j) An Insolvency
Proceeding is commenced by an Obligor; an Obligor makes an offer of settlement, extension or composition to its unsecured creditors
generally; a trustee is appointed to take possession of any substantial Property of or to operate any of the business of an Obligor;
or an Insolvency Proceeding is commenced against an Obligor and: the Obligor consents to institution of the proceeding, the petition
commencing the proceeding is not timely contested by the Obligor, the petition is not dismissed within 30 days after filing, or
an order for relief is entered in the proceeding;


 


(k) An ERISA
Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in
liability of an Obligor to a Pension Plan, Multiemployer Plan or PBGC, or that constitutes grounds for appointment of a trustee
for or termination by the PBGC of any Pension Plan or Multiemployer Plan; an Obligor or ERISA Affiliate fails to pay when due any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any event
similar to the foregoing occurs or exists with respect to a Foreign Plan;


 


(l) An Obligor
or any of its Senior Officers is criminally indicted or convicted for (i) a felony committed in the conduct of the Obligor’s
business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of
1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material Property or any Collateral; or


 


(m) A Change
of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect.


 


11.2 Remedies
upon Default. If an Event of Default described in Section 11.1(j) occurs with respect to any Obligor, then to the
extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall become automatically due
and payable and all Revolver Commitments shall terminate, without any action by Agent or notice of any kind. In addition, or if
any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one
or more of the following from time to time:


 


(a) declare
any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable
without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Obligors to the fullest
extent permitted by law;


 


(b) terminate,
reduce or condition any Revolver Commitment or adjust the Borrowing Base;


 


(c) require
Obligors to Cash Collateralize their LC Obligations, Secured Bank Product Obligations and other Obligations that are contingent
or not yet due and payable, and if Obligors fail to deposit such Cash Collateral, Agent may (and shall upon the direction of Required
Lenders) advance the required Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, or
the conditions in Section 6 are satisfied); and


 






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(d) exercise
any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of
a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require
Borrowers to assemble Collateral, at Obligors’ expense, and make it available to Agent at a place designated by Agent; (iii)
enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned
or leased by an Obligor, Obligors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in
its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may
be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Obligor
agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable, and that any sale
conducted on the internet or to a licensor of Intellectual Property shall be commercially reasonable. Agent may conduct sales on
any Obligor’s premises, without charge, and any sale may be adjourned from time to time in accordance with Applicable Law.
Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and
Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase
price, may credit bid and set off the amount of such price against the Obligations.


 


11.3 License.
Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of
royalty or other compensation to any Person), exercisable in connection with any rights or remedies by the Agent any or all Intellectual
Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials,
labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture
of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Obligor’s rights and interests
under Intellectual Property shall inure to Agent’s benefit.


 


11.4 Setoff.
At any time during an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest
extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing
Bank, such Lender or such Affiliate to or for the credit or the account of an Obligor against its Obligations, whether or not
Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document
and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender
or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness. The rights of Agent,
Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Person may have.


 


11.5 Remedies
Cumulative; No Waiver.


 


11.5.1 Cumulative
Rights. All agreements, warranties, guaranties, indemnities and other undertakings of Obligors under the Loan Documents are
cumulative and not in derogation of each other. The rights and remedies of Agent and Lenders under the Loan Documents are cumulative,
may be exercised at any time and from time to time, concurrently or in any order, and are not exclusive of any other rights or
remedies available by agreement, by law, at equity or otherwise. All such rights and remedies shall continue in full force and
effect until Full Payment of all Obligations.


 






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11.5.2 Waiver.
No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance
by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the
making of any Revolver Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy
any conditions precedent; or (c) acceptance by Agent or any Lender of any payment or performance by an Obligor under any Loan Documents
in a manner other than that specified therein. Any failure to satisfy a financial covenant on a measurement date shall not be cured
or remedied by satisfaction of such covenant on a subsequent date.


 


SECTION 12. AGENT


 


12.1 Appointment,
Authority and Duties of Agent.


 


12.1.1 Appointment
and Authority. Each Secured Party appoints and designates Bank of America as Agent under all Loan Documents. Agent may, and
each Secured Party authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security
Documents. Any action taken by Agent in accordance with the provisions of the Loan Documents, and the exercise by Agent of any
rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and
binding upon all Secured Parties. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority
to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection
with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement,
and accept delivery of each Loan Document; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering
Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral;
and (e) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral or under any Loan
Documents, Applicable Law or otherwise. Agent alone is authorized to determine eligibility and applicable advance rates under the
Borrowing Base, whether to impose or release any reserve, or whether any conditions to funding or issuance of a Letter of Credit
have been satisfied, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any
Secured Party or other Person for any error in judgment.


 


12.1.2 Duties.
The title of “Agent” is used solely as a matter of market custom and the duties of Agent are administrative in nature
only. Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Agent have any agency, fiduciary
or implied duty to or relationship with any Secured Party or other Person by reason of any Loan Document or related transaction.
The conferral upon Agent of any right shall not imply a duty to exercise such right, unless instructed to do so by Lenders in accordance
with this Agreement.


 


12.1.3 Agent
Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals,
and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given
by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals
selected by it with reasonable care.


 


12.1.4 Instructions
of Required Lenders. The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity
of joining any other party, unless required by Applicable Law. In determining compliance with a condition for any action hereunder,
including satisfaction of any condition in Section 6, Agent may presume that the condition is satisfactory to a Secured
Party unless Agent has received notice to the contrary from such Secured Party before Agent takes the action. Agent may request
instructions from Required Lenders or other Secured Parties with respect to any act (including the failure to act) in connection
with any Loan Documents or Collateral, and may seek assurances to its satisfaction from Secured Parties of their indemnification
obligations against Claims that could be incurred by Agent. Agent may refrain from any act until it has received such instructions
or assurances, and shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders shall be
binding upon all Secured Parties, and no Secured Party shall have any right of action whatsoever against Agent as a result of Agent
acting or refraining from acting pursuant to instructions of Required Lenders. Notwithstanding the foregoing, instructions by and
consent of specific parties shall be required to the extent provided in Section 14.1.1. In no event shall Agent be required
to take any action that it determines in its discretion is contrary to Applicable Law or any Loan Documents or could subject any
Agent Indemnitee to liability.


 






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12.2 Agreements
Regarding Collateral and Borrower Materials.


 


12.2.1 Lien
Releases; Care of Collateral. Secured Parties authorize Agent to release any Lien on any Collateral (a) upon Full Payment of
the Obligations; (b) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is a Permitted Asset
Disposition or a Permitted Lien entitled to priority over Agent’s Liens (and Agent may rely conclusively on such certificate
without further inquiry); (c) that does not constitute a material part of the Collateral; or (d) subject to Section 14.1,
with the consent of Required Lenders. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other
Lien entitled to priority hereunder or to the extent such Lien is permitted to be released by the Agent pursuant to this Section.
Agent has no obligation to assure that any Collateral exists or is owned by an Obligor, or is cared for, protected or insured,
nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority,
nor to exercise any duty of care with respect to any Collateral.


 


12.2.2 Possession
of Collateral. Agent and Secured Parties appoint each Secured Party as agent (for the benefit of Secured Parties) for the purpose
of perfecting Liens in Collateral held or controlled by it, to the extent such Liens are perfected by possession or control. If
a Secured Party obtains possession or control of any Collateral, it shall notify Agent thereof and, promptly upon Agent’s
request, deliver such Collateral to Agent or otherwise deal with it in accordance with Agent’s instructions.


 


12.2.3 Reports.
Agent shall promptly provide to Lenders, when complete, any field examination, audit or appraisal report prepared for Agent with
respect to any Obligor or Collateral (“Report”). Reports and other Borrower Materials may be made available
to Lenders by providing access to them on the Platform, but Agent shall not be responsible for system failures or access issues
that may occur from time to time. Each Lender agrees (a) that Reports are not intended to be comprehensive audits or examinations,
and that Agent or any other Person performing an audit or examination will inspect only limited information and will rely significantly
upon Obligors’ books, records and representations; (b) that Agent makes no representation or warranty as to the accuracy
or completeness of any Borrower Materials and shall not be liable for any information contained in or omitted from any Borrower
Materials, including any Report; and (c) to keep all Borrower Materials confidential and strictly for such Lender’s internal
use, not to distribute any Report or other Borrower Materials (or the contents thereof) to any Person (except to such Lender’s
Participants, attorneys and accountants, provided such Persons are informed of the confidential nature of such Reports and Borrower
Materials and instructed to keep them confidential, and to use all Borrower Materials solely for administration of the Obligations.
Each Lender shall indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take
as a result of or any conclusion it may draw from any Borrower Materials, as well as from any Claims arising as a direct or indirect
result of Agent furnishing same to such Lender, via the Platform or otherwise.


 


12.3 Reliance
By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or
other communication (including those by telephone, telex, telegram, telecopy, e-mail or other electronic means) believed by it
to be genuine and correct and to have been signed, sent or made by the proper Person. Agent shall have a reasonable and practicable
amount of time to act upon any instruction, notice or other communication under any Loan Document, and shall not be liable for
any delay in acting.


 






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12.4 Action
Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default, or of any failure to satisfy
any conditions in Section 6, unless it has received written notice from a Borrower or Required Lenders specifying the occurrence
and nature thereof. If a Lender acquires knowledge of a Default, Event of Default or failure of such conditions, it shall promptly
notify Agent and the other Lenders thereof in writing. Each Secured Party agrees that, except as otherwise provided in any Loan
Documents or with the written consent of Agent and Required Lenders, it will not take any Enforcement Action, accelerate Obligations
(other than Secured Bank Product Obligations) or assert any rights relating to any Collateral.


 


12.5 Ratable
Sharing. If any Lender obtains any payment or reduction of any Obligation, whether through set-off or otherwise, in excess
of its ratable share of such Obligation, such Lender shall forthwith purchase from Secured Parties participations in the affected
Obligation as are necessary to share the excess payment or reduction on a Pro Rata basis or in accordance with Section 5.6.2,
as applicable. If any of such payment or reduction is thereafter recovered from the purchasing Lender, the purchase shall be rescinded
and the purchase price restored to the extent of such recovery, but without interest. Notwithstanding the foregoing, if a Defaulting
Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Agent for application
under Section 4.2.2 and it shall provide a written statement to Agent describing the Obligation affected by such `payment
or reduction. No Lender shall set off against a Dominion Account without Agent’s prior consent.


 


12.6 Indemnification. EACH
SECURED PARTY SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES AND ISSUING BANK INDEMNITEES, TO THE EXTENT NOT REIMBURSED
BY OBLIGORS, ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNITEE,
PROVIDED THAT ANY CLAIM AGAINST AN AGENT INDEMNITEE RELATES TO OR ARISES FROM ITS ACTING AS OR FOR AGENT (IN THE CAPACITY OF
AGENT). In Agent’s discretion, it may reserve for any Claims made against an Agent Indemnitee or Issuing Bank
Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making
any distribution of Collateral proceeds to Secured Parties. If Agent is sued by any receiver, trustee or other Person for any
alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding,
together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be
promptly reimbursed to Agent by each Secured Party to the extent of its Pro Rata share. 


 


12.7 Limitation
on Responsibilities of Agent. Agent shall not be liable to any Secured Party for any action taken or omitted to be
taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful
misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor,
Lender or other Secured Party of any obligations under the Loan Documents. Agent does not make any express or implied
representation, warranty or guarantee to Secured Parties with respect to any Obligations, Collateral, Liens, Loan Documents
or Obligor. No Agent Indemnitee shall be responsible to Secured Parties for any recitals, statements, information,
representations or warranties contained in any Loan Documents or Borrower Materials; the execution, validity, genuineness,
effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectability, value, sufficiency,
location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity,
enforceability or collectability of any Obligations; or the assets, liabilities, financial condition, results of operations,
business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to
any Secured Party to ascertain or inquire into the existence of any Default or Event of Default, the observance by any
Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan
Documents.


 






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12.8 Successor
Agent and Co-Agents.


 


12.8.1 Resignation;
Successor Agent. Agent may resign at any time by giving at least 30 days written notice thereof to Lenders and Borrowers. Required
Lenders may appoint a successor that is (a) a Lender or Affiliate of a Lender; or (b) a financial institution reasonably acceptable
to Required Lenders and (provided no Default or Event of Default exists) Borrowers. If no successor is appointed by the effective
date of Agent’s resignation, then on such date, Agent may appoint a successor acceptable to it in its discretion (which shall
be a Lender unless no Lender accepts the role) or, in the absence of such appointment, Required Lenders shall automatically assume
all rights and duties of Agent. The successor Agent shall thereupon succeed to and become vested with all the powers and duties
of the retiring Agent without further act. The retiring Agent shall be discharged from its duties hereunder on the effective date
of its resignation, but shall continue to have all rights and protections available to Agent under the Loan Documents with respect
to actions, omissions, circumstances or Claims relating to or arising while it was acting or transferring responsibilities as Agent
or holding any Collateral on behalf of Secured Parties, including the indemnification set forth in Sections 12.6 and 14.2,
and all rights and protections under this Section 12. Any successor to Bank of America by merger or acquisition of
stock or this loan shall continue to be Agent hereunder without further act on the part of any Secured Party or Obligor.


 


12.8.2 Co-Collateral
Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral
agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall
also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect
such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights
and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment
of a new agent.


 


12.9 Due
Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon
Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its
own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Revolver Loans and
participate in LC Obligations hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan
Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no
representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability
of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any other Secured
Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to
make and rely upon its own credit decisions in making Revolver Loans and participating in LC Obligations, and in taking or
refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by
a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates
furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or
Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or its Affiliates.


 






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12.10 Remittance
of Payments and Collections.


 


12.10.1 Remittances
Generally. Payments by any Secured Party to Agent shall be made by the time and date provided herein, in immediately available
funds. If no time for payment is specified or if payment is due on demand and request for payment is made by Agent by 1:00 p.m.
on a Business Day, then payment shall be made by the Secured Party by 3:00 p.m. on such day, and if request is made after 1:00
p.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Secured Party shall be made by
wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any
amounts due from such payee under the Loan Documents.


 


12.10.2 Failure
to Pay. If any Secured Party fails to deliver when due any amount payable by it to Agent hereunder, such amount shall bear
interest, from the due date until paid in full, at the greater of the Federal Funds Rate or the rate determined by Agent as customary
for interbank compensation for two Business Days and thereafter at the Default Rate for Base Rate Revolver Loans. In no event shall
Obligors be entitled to credit for any interest paid by a Secured Party to Agent, nor shall a Defaulting Lender be entitled to
interest on amounts held by Agent pursuant to Section 4.2.


 


12.10.3 Recovery
of Payments. If Agent pays an amount to a Secured Party in the expectation that a related payment will be received by Agent
from an Obligor and such related payment is not received, then Agent may recover such amount from the Secured Party. If Agent determines
that an amount received by it must be returned or paid to an Obligor or other Person pursuant to Applicable Law or otherwise, then
Agent shall not be required to distribute such amount to any Secured Party. If Agent is required to return any amounts applied
by it to Obligations held by a Secured Party, such Secured Party shall pay to Agent, on demand, its share of the amounts required
to be returned.


 


12.11 Individual
Capacities. As a Lender, Bank of America shall have the same rights and remedies under the Loan Documents as any other
Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include Bank of America
in its capacity as a Lender. Agent, Lenders and their Affiliates may accept deposits from, lend money to, provide Bank Products
to, act as financial or other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as
if they were not Agent or Lenders hereunder, without any duty to account therefor to any Secured Party. In their individual capacities,
Agent, Lenders and their Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including
information subject to confidentiality obligations), and shall have no obligation to provide such information to any Secured Party.


 


12.12 Titles.
Each Lender, other than Bank of America, that is designated in connection with this credit facility as an “Arranger,”
“Bookrunner” or “Agent” of any kind shall have no right or duty under any Loan Documents other than those
applicable to all Lenders, and shall in no event have any fiduciary duty to any Secured Party.


 


12.13 Bank
Product Providers. Each Secured Bank Product Provider, by delivery of a notice to Agent of a Bank Product, agrees to
be bound by the Loan Documents, including Sections 5.6, 14.3.3, 14.16 and 12. Each Secured Bank Product
Provider shall indemnify and hold harmless Agent Indemnitees, to the extent not reimbursed by Obligors, against all Claims
that may be incurred by or asserted against any Agent Indemnitee in connection with such provider’s Secured Bank
Product Obligations.


 


12.14 No Third
Party Beneficiaries. This Section 12 is an agreement solely among Secured Parties and Agent, and shall survive
Full Payment of the Obligations. This Section 12 does not confer any rights or benefits upon Obligors or any other Person.
As between Obligors and Agent, any action that Agent may take under any Loan Documents or with respect to any Obligations shall
be conclusively presumed to have been authorized and directed by Secured Parties.


 






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12.15 Lender
Representations Regarding ERISA Status.


 


12.15.1 Lender
Representations. Each Lender represents and warrants, as of the date it became a Lender party hereto, and covenants, from the
date it became a Lender party hereto to the date it ceases being a Lender party hereto, for the benefit of, Agent and not, for
the avoidance of doubt, to or for the benefit of the Obligors, that at least one of the following is and will be true: (a) Lender
is not using “plan assets” (within the meaning of ERISA Section 3(42) or otherwise) of one or more Benefit Plans with
respect to Lender’s entrance into, participation in, administration of and performance of the Revolver Loans, Letters of
Credit, Revolver Commitments or Loan Documents; (b) 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 Lender’s entrance into, participation in, administration of and performance of the Revolver Loans, Letters
of Credit, Revolver Commitments and Loan Documents; (c) (i) Lender is an investment fund managed by a “Qualified Professional
Asset Manager” (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment
decision on behalf of Lender to enter into, participate in, administer and perform the Revolver Loans, Letters of Credit, Revolver
Commitments and Loan Documents, (iii) the entrance into, participation in, administration of and performance of the Revolver Loans,
Letters of Credit, Revolver Commitments and Loan Documents satisfies the requirements of sub-sections (b) through (g) of Part I
of PTE 84-14, and (iv) to the best knowledge of Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied
with respect to Lender’s entrance into, participation in, administration of and performance of the Revolver Loans, Letters
of Credit, Revolver Commitments and Loan Documents; or (d) such other representation, warranty and covenant as may be agreed in
writing between Agent, in its discretion, and Lender.


 


12.15.2 Further
Lender Representation. Unless Section 12.13.1(a) or (d) is true with respect to a Lender, such Lender further
represents and warrants, as of the date it became a Lender hereunder, and covenants, from the date it became a Lender to the date
it ceases to be a Lender hereunder, for the benefit of Agent and not, for the avoidance of doubt, to or for the benefit of any
Obligor, that Agent is not a fiduciary with respect to the assets of such Lender involved in its entrance into, participation in,
administration of and performance of the Revolver Loans, Letters of Credit, Revolver Commitments and Loan Documents (including
in connection with the reservation or exercise of any rights by Agent under any Loan Document).


 


SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS


 


13.1 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Obligors, Agent, Lenders, Secured
Parties, and their respective successors and assigns, except that (a) no Obligor shall have the right to assign its rights or
delegate its obligations under any Loan Documents; and (b) any assignment by a Lender must be made in compliance with Section
13.3. Agent may treat the Person which made any Revolver Loan as the owner thereof for all purposes until such Person
makes an assignment in accordance with Section 13.3. Any authorization or consent of a Lender shall be conclusive and
binding on any subsequent transferee or assignee of such Lender.


 


13.2 Participations.


 


13.2.1 Permitted
Participants; Effect. Subject to Section 13.3.3, any Lender may sell to a financial institution (“Participant”)
a participating interest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of
participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, it shall
remain solely responsible to the other parties hereto for performance of such obligations, it shall remain the holder of its Revolver
Loans and Revolver Commitments for all purposes, all amounts payable by Obligors shall be determined as if it had not sold such
participating interests, and Obligors and Agent shall continue to deal solely and directly with such Lender in connection with
the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents,
and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be
a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.9 unless Obligors agree otherwise
in writing.


 






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13.2.2 Voting
Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or
other modification of a Loan Document other than that which forgives principal, interest or fees, reduces the stated interest rate
or fees payable with respect to any Revolver Loan or Revolver Commitment in which such Participant has an interest, postpones the
Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Revolver
Loan or Revolver Commitment, or releases any Borrower, Guarantor or substantially all Collateral.


 


13.2.3 Participant
Register. Each Lender that sells a participation shall, acting as a nonfiduciary agent of Obligors (solely for tax purposes),
maintain a register in which it enters the Participant’s name, address and interest in Revolver Commitments, Revolver Loans
(and stated interest) and LC Obligations. Entries in the register shall be conclusive, absent manifest error, and such Lender shall
treat each Person recorded in the register as the owner of the participation for all purposes, notwithstanding any notice to the
contrary. No Lender shall have an obligation to disclose any information in such register except to the extent necessary to establish
that a Participant’s interest is in registered form under the Code.


 


13.2.4 Benefit
of Setoff. Each Participant shall have a right of set-off in respect of its participating interest to the same extent as if
such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating
interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through
its set-off, in accordance with Section 12.5 as if such Participant were a Lender.


 


13.3 Assignments.


 


13.3.1 Permitted
Assignments. A Lender may assign to an Eligible Assignee any of its rights and obligations under the Loan Documents, as long
as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations
under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise
agreed by Agent in its discretion) and integral multiples of $5,000,000 in excess of that amount; (b) except in the case of an
assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Revolver Commitments retained by the
transferor Lender is at least $10,000,000 (unless otherwise agreed by Agent in its discretion); and (c) the parties to each such
assignment shall execute and deliver an Assignment to Agent for acceptance and recording. Nothing herein shall limit the right
of a Lender to pledge or assign any rights under the Loan Documents to secure obligations of such Lender, including a pledge or
assignment to a Federal Reserve Bank; provided, that no such pledge or assignment shall release the Lender from its obligations
hereunder nor substitute the pledge or assignee for such Lender as a party hereto.


 


13.3.2 Effect;
Effective Date. Upon delivery to Agent of an assignment notice in the form of Exhibit B and a processing fee of $3,500
(unless otherwise agreed by Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies
with this Section 13.3. From such effective date, the Eligible Assignee shall for all purposes be a Lender under the Loan
Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor
Lender, Agent and Borrowers shall make appropriate arrangements for issuance of replacement and/or new notes, if applicable. The
transferee Lender shall comply with Section 5.10 and deliver, upon request, an administrative questionnaire satisfactory
to Agent.


 






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13.3.3 Certain
Assignees. No assignment or participation may be made to a Borrower, Affiliate of a Borrower, Defaulting Lender or natural
person. Agent shall have no obligation to determine whether any assignment is permitted under the Loan Documents. Any assignment
by a Defaulting Lender must be accompanied by satisfaction of its outstanding obligations under the Loan Documents in a manner
satisfactory to Agent, including payment by the Defaulting Lender or Eligible Assignee of an amount sufficient upon distribution
(through direct payment, purchases of participations or other methods acceptable to Agent in its discretion) to satisfy all funding
and payment liabilities of the Defaulting Lender. If any assignment by a Defaulting Lender (by operation of law or otherwise) does
not comply with the foregoing, the assignee shall be deemed a Defaulting Lender for all purposes until compliance occurs.


 


13.3.4 Register.
Agent, acting as a non-fiduciary agent of Obligors (solely for tax purposes), shall maintain (a) a copy (or electronic equivalent)
of each Assignment and Acceptance delivered to it, and (b) a register for recordation of the names, addresses and Revolver Commitments
of, and the Revolver Loans, interest and LC Obligations owing to, each Lender. Entries in the register shall be conclusive, absent
manifest error, and Borrowers, Agent and Lenders shall treat each Person recorded in such register as a Lender for all purposes
under the Loan Documents, notwithstanding any notice to the contrary. Agent may choose to show only one Borrower as the borrower
in the register, without any effect on the liability of any Obligor with respect to the Obligations. The register shall be available
for inspection by Borrowers or any Lender, from time to time upon reasonable notice.


 


13.4 Replacement
of Certain Lenders. If a Lender (a) within the last 120 days failed to give its consent to any amendment, waiver or action
for which consent of all Lenders was required and Required Lenders consented, (b) is a Defaulting Lender, or (c) within the last
120 days gave a notice under Section 3.5 or requested payment or compensation under Section 3.7 or 5.9
(and has not designated a different Lending Office pursuant to Section 3.8), then Agent or Borrower Agent may, upon 10
days notice to such Lender, require it to assign its rights and obligations under the Loan Documents to Eligible Assignee(s),
pursuant to appropriate Assignment(s), within 20 days after the notice. Agent is irrevocably appointed as attorney-in-fact to
execute any such Assignment if the Lender fails to execute it. Such Lender shall be entitled to receive, in cash, concurrently
with such assignment, all amounts owed to it under the Loan Documents through the date of assignment.


 


SECTION 14. MISCELLANEOUS


 


14.1 Consents,
Amendments and Waivers.


 


14.1.1 Amendment.
No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event
of Default, shall be effective without the prior written agreement of Agent (with the consent of Required Lenders) and each Obligor
party to such Loan Document; provided, that


 


(a) without
the prior written consent of Agent, no modification shall alter any provision in a Loan Document that relates to any rights, duties
or discretion of Agent;


 


(b) without
the prior written consent of Issuing Bank, no modification shall alter Section 2.3 or any other provision in a Loan Document
that relates to Letters of Credit or any rights, duties or discretion of Issuing Bank;


 






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(c) without
the prior written consent of each affected Lender, including a Defaulting Lender, no modification shall (i) increase the Revolver
Commitment of such Lender; (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to
such Lender (except as provided in Section 4.2); (iii) extend the Revolver Termination Date applicable to such Lender’s
Obligations; or (iv) amend this clause (c);


 


(d) without
the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) alter Section 5.6.2, 7.1
(except to add Collateral) or 14.1.1; (ii) amend the definition of Borrowing Base (or any defined term used in such definition)
if the effect of such amendment is to increase borrowing availability, Pro Rata or Required Lenders; (iii) decrease the Availability
Block (except as set forth in the definition of Availability Block Release Date) or amend the definition of “Availability
Block Release Date” to accelerate the reduction of the Availability Block; (iv) release or subordinate the Agent’s
Lien with respect to all or substantially all Collateral; or (v) except in connection with a merger, disposition or similar transaction
expressly permitted hereby, release any Obligor from liability for any Obligations;


 


(e) without
the prior written consent of a Secured Bank Product Provider, no modification shall affect its relative payment priority under
Section 5.6.2; and


 


(f) if Real
Estate secures any Obligations, no modification of a Loan Document shall add, increase, renew or extend any credit line hereunder
until the completion of flood diligence and documentation as required by all Flood Laws or as otherwise satisfactory to all Lenders.


 


14.1.2 Limitations.
The agreement of Obligors shall not be required for any modification of a Loan Document that deals solely with the rights and duties
of Lenders, Agent and/or Issuing Bank as among themselves. Only the consent of the parties to any agreement relating to fees or
a Bank Product shall be required for modification of such agreement, and no Bank Product provider (in such capacity) shall have
any right to consent to modification of any Loan Document other than its Bank Product agreement. Any waiver or consent granted
by Agent or Lenders hereunder shall be effective only if in writing and only for the matter specified.


 


14.1.3 Payment
for Consents. No Obligor will, directly or indirectly, pay any remuneration or other thing of value, whether by way of additional
interest, fee or otherwise, to any Lender (in its capacity as a Lender hereunder) as consideration for agreement by such Lender
with any modification of any Loan Documents, unless such remuneration or value is concurrently paid, on the same terms, on a Pro
Rata basis to all Lenders providing their consent.


 


14.2 Indemnity. EACH
OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY OBLIGOR OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no
event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with
respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from
the gross negligence or willful misconduct of such Indemnitee.


 


14.3 Notices
and Communications.


 


14.3.1 Notice
Address. Subject to Sections 4.1.1 and 14.3.2, all notices and other communications by or to a party hereto shall
be in writing and shall be given to any Obligor, at Borrower Agent’s address shown on the signature pages hereof, and to
any other Person at its address shown on the signature pages hereof (or, in the case of a Person who becomes a Lender after the
Closing Date, at the address shown on its Assignment), or at such other address as a party may hereafter specify by notice in accordance
with this Section 14.3. Each communication shall be effective only (a) if given by facsimile transmission, when transmitted
to the applicable facsimile number, if confirmation of receipt is received; (b) if given by mail, three Business Days after deposit
in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (c) if given by personal delivery,
when duly delivered to the notice address with receipt acknowledged. Notwithstanding the foregoing, no notice to Agent pursuant
to Section 2.1.4, 2.3, 3.1.2, 4.1.1 or 5.3.3 shall be effective until actually received by the individual to whose
attention at Agent such notice is required to be sent. Any written communication that is not sent in conformity with the foregoing
provisions shall nevertheless be effective on the date actually received by the noticed party. Any notice received by Borrower
Agent shall be deemed received by all Obligors.


 






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14.3.2 Communications.
Electronic and telephonic communications (including e-mail, messaging, voice mail and websites) may be used only in a manner acceptable
to Agent. Secured Parties make no assurance as to the privacy or security of electronic or telephonic communications. E-mail and
voice mail shall not be effective notices under the Loan Documents.


 


14.3.3 Platform.
Borrower Materials shall be delivered pursuant to procedures approved by Agent, including electronic delivery (if possible) upon
request by Agent to an electronic system maintained by Agent (“Platform”). Borrowers shall notify Agent of each
posting of Borrower Materials on the Platform and the materials shall be deemed received by Agent only upon its receipt of such
notice. Borrower Materials and other information relating to this credit facility may be made available to Secured Parties on the
Platform. The Platform is provided “as is” and “as available.” Agent does not warrant the accuracy or completeness
of any information on the Platform nor the adequacy or functioning of the Platform, and expressly disclaims liability for any errors
or omissions in the Borrower Materials or any issues involving the Platform. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY AGENT WITH RESPECT TO BORROWER MATERIALS OR THE PLATFORM. No Agent Indemnitee shall
have any liability to Borrowers, Secured Parties or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) relating to use by any Person of the Platform, including any unintended recipient,
nor for delivery of Borrower Materials and other information via the Platform, internet, e-mail, or any other electronic platform
or messaging system.


 


14.3.4 Public
Information. Obligors and Secured Parties acknowledge that “public” information may not be segregated from material
non-public information on the Platform. Secured Parties acknowledge that Borrower Materials may include Obligors’ material
non-public information, and should not be made available to personnel who do not wish to receive such information or may be engaged
in investment or other market-related activities with respect to an Obligor’s securities.


 


14.3.5 Non-Conforming
Communications. Agent and Lenders may rely upon any communications purportedly given by or on behalf of any Obligor even if
they were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood
by the recipient, varied from a later confirmation. Each Obligor shall indemnify and hold harmless each Indemnitee from any liabilities,
losses, costs and expenses arising from any electronic or telephonic communication purportedly given by or on behalf of an Obligor.


 


14.4 Performance
of Obligors’ Obligations. Agent may, in its discretion at any time and from time to time, at Obligors’
expense, pay any amount or do any act required of an Obligor under any Loan Documents or otherwise lawfully requested by
Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any
Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens in any Collateral, including any
payment of a judgment, insurance premium, warehouse charge, finishing or processing charge, or landlord claim, or any
discharge of a Lien. All payments, costs and expenses (including Extraordinary Expenses) of Agent under this Section shall be
reimbursed to Agent by Obligors, on demand, with interest from the date incurred until paid in full, at the Default Rate
applicable to Base Rate Revolver Loans. Any payment made or action taken by Agent under this Section shall be without
prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan
Documents.


 






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14.5 Credit
Inquiries. Agent and Lenders may (but shall have no obligation) to respond to usual and customary credit inquiries
from third parties concerning any Obligor or Subsidiary.


 


14.6 Severability.
Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable
Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such
invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.


 


14.7 Cumulative
Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan
Documents may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative
and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to
the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in
another Loan Document, the provision herein shall govern and control.


 


14.8 Counterparts;
Execution. Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement shall become effective when Agent has received
counterparts bearing the signatures of all parties hereto. Agent may (but shall have no obligation to) accept any signature,
contract formation or record-keeping through electronic means, which shall have the same legal validity and enforceability as
manual or paper-based methods, to the fullest extent permitted by Applicable Law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar state law based
on the Uniform Electronic Transactions Act. Upon request by Agent, any electronic signature or delivery shall be promptly
followed by a manually executed or paper document.


 


14.9 Entire
Agreement. Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute
the entire agreement, and supersede all prior understandings and agreements, among the parties relating to the subject matter
thereof.


 


14.10 Relationship
with Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the
obligations or Revolver Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and
independent debt. It shall not be necessary for Agent or any other Lender to be joined as an additional party in any
proceeding for such purposes. Nothing in this Agreement and no action of Agent, Lenders or any other Secured Party pursuant
to the Loan Documents or otherwise shall be deemed to constitute Agent and any Secured Party to be a partnership, joint
venture or similar arrangement, nor to constitute control of any Obligor.


 






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14.11 No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by any Loan
Document, Obligors acknowledge and agree that (a)(i) this credit facility and any arranging or other services by Agent, any
Lender, any of their Affiliates or any arranger are arm’s-length commercial transactions between Obligors and their
Affiliates, on one hand, and Agent, any Lender, any of their Affiliates or any arranger, on the other hand; (ii) Obligors
have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate; and (iii)
Obligors are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions
contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates and any arranger is and has been acting
solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not
be acting as an advisor, agent or fiduciary for Obligors, their Affiliates or any other Person, and has no obligation with
respect to the transactions contemplated by the Loan Documents except as expressly set forth therein; and (c) Agent, Lenders,
their Affiliates and any arranger may be engaged in a broad range of transactions that involve interests that differ from
those of Obligors and their Affiliates, and have no obligation to disclose any of such interests to Obligors or their
Affiliates. To the fullest extent permitted by Applicable Law, each Obligor hereby waives and releases any claims that it may
have against Agent, Lenders, their Affiliates and any arranger with respect to any breach of agency or fiduciary duty in
connection with any transaction contemplated by a Loan Document.


 


14.12 Confidentiality.
Each of Agent, Lenders and Issuing Bank shall maintain the confidentiality of all Information (as defined below), except that
Information may be disclosed (a) to its Affiliates, and to its and their partners, directors, officers, employees, agents,
auditors, advisors and representatives (provided they are informed of the confidential nature of the Information and
instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority
purporting to have jurisdiction over it or its Affiliates; (c) to the extent required by Applicable Law or by any subpoena or
other legal process; (d) to any other party hereto; (e) in connection with any action or proceeding relating to any Loan
Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as this Section, to any
Transferee or any actual or prospective party (or its advisors) to any Bank Product or to any swap, derivative or other
transaction under which payments are to be made by reference to an Obligor or Obligor’s obligations; (g) to the extent
such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) is available to
Agent, any Lender, Issuing Bank or any of their Affiliates on a nonconfidential basis from a source other than Obligors; (h)
on a confidential basis to a provider of a Platform; or (i) with the consent of Borrower Agent. Notwithstanding the
foregoing, Agent and Lenders may publish or disseminate general information concerning this credit facility for league table,
tombstone and advertising purposes, and, subject to disclosure to Borrower Agent, may use Obligors’ logos, trademarks
or product photographs in advertising materials; provided, that to the extent upon written request by Borrower
Agent, Agent shall remove Obligors’ logos, trademarks or product photographs from advertising materials to the extent
such removal is possible. As used herein, “Information” means information received from an Obligor or
Subsidiary relating to it or its business that is identified as confidential when delivered. A Person required to maintain
the confidentiality of Information pursuant to this Section shall be deemed to have complied if it exercises a degree of care
similar to that accorded its own confidential information. Each of Agent, Lenders and Issuing Bank acknowledges that (i)
Information may include material non-public information; (ii) it has developed compliance procedures regarding the use of
such information; and (iii) it will handle the material non-public information in accordance with Applicable Law.


 


14.13 Reserved .


 


14.14 Governing
Law. UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS
RELATING TO NATIONAL BANKS.


 






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14.15 Consent
to Forum; Bail-In of EEA Financial Institutions.


 


14.15.1 Forum.
EACH OBLIGOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT SITTING IN BOROUGH OF MANHATTAN OR THE UNITED
STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, IN ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING RELATING IN
ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY DISPUTE, ACTION, LITIGATION OR OTHER PROCEEDING SHALL BE BROUGHT BY IT SOLELY
IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING
ANY SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES
IN SECTION 14.3.1. A final judgment in any proceeding of any such court shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or any other manner provided by Applicable Law. 


 


14.15.2 Other
Jurisdictions. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any
other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this
Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.


 


14.15.3 Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among the parties, each party hereto (including each Secured Party) acknowledges that,
with respect to any Secured Party that is an EEA Financial Institution, any unsecured liability of such Secured Party arising under
a Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority, and each party hereto 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 liability which may be payable to it by such Secured Party; and (b) the effects of any Bail-in
Action on any such liability, including (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,
or a bridge institution that may be issued to the party 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 any Loan Document; or (iii)
the variation of the terms of such liability in connection with the exercise of any Write-Down and Conversion Powers.


 


14.16 Waivers
by Obligors. To the fullest extent permitted by Applicable Law, each Obligor waives (a) the right to trial by jury
(which Agent, Issuing Bank, Lenders and all other Secured Parties hereby also waive) in any proceeding or dispute of any kind
relating in any way to any Loan Documents, Obligations or Collateral; (b) presentment, demand, protest, notice of
presentment, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any commercial paper,
accounts, documents, instruments, chattel paper and guaranties at any time held by Agent on which an Obligor may in any way
be liable, and hereby ratifies anything Agent may do in this regard; (c) notice prior to taking possession or control of any
Collateral; (d) any bond or security that might be required by a court prior to allowing Agent to exercise any rights or
remedies; (e) the benefit of all valuation, appraisement and exemption laws; (f) any claim against an Indemnitee, on any
theory of liability, for special, indirect, consequential, exemplary or punitive damages (as opposed to direct or actual
damages) in any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating thereto; and (g)
notice of acceptance hereof. Each Obligor acknowledges that the foregoing waivers are a material inducement to Agent,
Issuing Bank and Lenders entering into this Agreement and that they are relying upon the foregoing in their dealings with
Obligors. Each Obligor has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived its
jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court. 


 






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14.17 Patriot
Act Notice. Agent and Lenders hereby notify Obligors that pursuant to the Patriot Act, Agent and Lenders are required
to obtain, verify and record information that identifies each Obligor, including its legal name, address, tax ID number and
other information that will allow Agent and Lenders to identify it in accordance with the Patriot Act. Agent and Lenders will
also require information regarding any personal guarantor and may require information regarding Obligors’ management
and owners, such as legal name, address, social security number and date of birth. Obligors shall, promptly upon request,
provide all documentation and other information as Agent, Issuing Bank or any Lender may request from time to time in order
to comply with any obligations under any “know your customer,” anti-money laundering or other requirements of
Applicable Law.


 


14.18 No
Oral Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.


 


SECTION 15. CONTINUING GUARANTY


 


15.1 Guaranty.
Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a
guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration,
demand or otherwise, and at all times thereafter, of any and all of the Obligations (other than Excluded Swap Obligations),
whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the
Secured Parties, arising hereunder or under any other Loan Document (including all renewals, extensions, amendments,
refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured
Parties in connection with the collection or enforcement thereof) (the “Guarantied Obligations”). The
Agent’s books and records showing the amount of the Guarantied Obligations shall be admissible in evidence in any
action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of
the Guarantied Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of
the Guarantied Obligations or any instrument or agreement evidencing any Guarantied Obligations, or by the existence,
validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance
relating to the Guarantied Obligations which might otherwise constitute a defense to the obligations of any Guarantor under
this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to any or all of the foregoing.


 


15.2 Rights
of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time,
without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend,
renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guarantied Obligations
or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any
security for the payment of this Guaranty or any Guarantied Obligations; (c) apply such security and direct the order or
manner of sale thereof as the Agent, the Letter of Credit Issuer and the Lenders in their sole discretion may determine; and
(d) release or substitute one or more of any endorsers or other guarantors of any of the Guarantied Obligations. Without
limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which
might in any manner or to any extent vary the risks of any Guarantor under this Guaranty or which, but for this provision,
might operate as a discharge of any Guarantor.


 






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15.3 Certain
Waivers. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrowers
or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of
the liability of the Borrowers; (b) any defense based on any claim that any Guarantor’s obligations exceed or are more
burdensome than those of the Borrowers; (c) the benefit of any statute of limitations affecting any Guarantor’s
liability hereunder; (d) any right to proceed against the Borrowers, proceed against or exhaust any security for the
Guarantied Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any
right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by
law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of
or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments,
demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of
dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and
all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Guarantied
Obligations.


 


15.4 Obligations
Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and
are independent of the Guarantied Obligations and the obligations of any other guarantor, and a separate action may be
brought against each Guarantor to enforce this Guaranty whether or not any Borrower or any other person or entity is joined
as a party.


 


15.5 Subrogation.
No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to
any payments it makes under this Guaranty until the Facility Termination Date. If any amounts are paid to any Guarantor in violation
of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith
be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured.


 


15.6 Termination;
Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guarantied Obligations now or hereafter
existing and shall remain in full force and effect until the Commitment Termination Date. Notwithstanding the foregoing, this
Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the
Borrower or any Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Guarantied
Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured
Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or
not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation,
rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of
this Guaranty.


 


15.7 Subordination.
Each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrowers owing to each Guarantor,
whether now existing or hereafter arising, including but not limited to any obligation of the Borrowers to any Guarantor as
subrogee of the Secured Parties or resulting from any Guarantor’s performance under this Guaranty, to the Payment in
Full. If the Secured Parties so request, any such obligation or indebtedness of the Borrowers to any Guarantor shall be
enforced and performance received by any Guarantor as trustee for the Secured Parties and the proceeds thereof shall be paid
over to the Secured Parties on account of the Guarantied Obligations, but without reducing or affecting in any manner the
liability of any Guarantor under this Guaranty.


 


15.8 Stay
of Acceleration. If acceleration of the time for payment of any of the Guarantied Obligations is stayed, in
connection with any case commenced by or against any Guarantor or the Borrowers under any Debtor Relief Laws, or otherwise,
all such amounts shall nonetheless be payable by each Guarantor immediately upon demand by the Secured Parties.


 






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15.9 Condition
of Borrowers. Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means
of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and
operations of the Borrowers and any such other guarantor as each Guarantor requires, and that none of the Secured Parties has
any duty, and no Guarantor is relying on the Secured Parties at any time, to disclose to any Guarantor any information
relating to the business, operations or financial condition of the Borrowers or any other guarantor waiving any duty on the
part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).


 


15.10 Keepwell.
Each Guarantor that is a Qualified ECP hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under
this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP shall only be liable under this Section
15.10 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section
15.10, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer,
and not for any greater amount). The obligations of each Guarantor that is a Qualified ECP under this Section shall remain in
full force and effect until the Guarantied Obligations have been paid in full in cash. Each Guarantor that is a Qualified ECP
intends that this Section 15.10 constitute, and this Section 15.10 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


15.11 Limitation
of Guaranty. Notwithstanding anything to the contrary herein or otherwise, the Borrowers, the Agent and the Lenders
hereby irrevocably agree that the Guarantied Obligations of each Guarantor in respect of the guarantee set forth in this Section
15 at any time shall be limited to the maximum amount as will result in the Guarantied Obligations of such Guarantor not
constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in
this Section 15 and its related contribution rights but before taking into account any liabilities under any other
guarantee by such Guarantor.


 


[Remainder of page intentionally left
blank; signatures begin on following page]


 






    94


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408

 


IN WITNESS WHEREOF,
this Agreement has been executed and delivered as of the date set forth above.


 


[SIG BLOCKS]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


PROTERRA
INC


 


2019
LOAN, GUARANTY AND SECURITY AGREEMENT


 


LIST
OF EXHIBITS AND SCHEDULES


 


	Exhibit A	Assignment
	Exhibit B	Assignment Notice
	Exhibit C	Compliance Certificate
	 	 
	Schedule 1.1	Revolver Commitments of Lenders
	Schedule 6.3	Post-Closing Date Conditions
	Schedule 7.4.1	Pledged Interests
	Schedule 8.5	Deposit Accounts
	Schedule 8.6.1	Business Locations
	Schedule 9.1.4	Names and Capital Structure
	Schedule 9.1.5	Real Property in a Special Flood Hazard Zone
	Schedule 9.1.11	Patents, Trademarks, Copyrights and Licenses
	Schedule 9.1.14	Environmental Matters
	Schedule 9.1.15	Restrictive Agreements
	Schedule 9.1.16	Litigation
	Schedule 9.1.18	Pension Plans
	Schedule 9.1.20	Labor Contracts
	Schedule 10.2.2	Existing Liens
	Schedule 10.2.17	Existing Affiliate Transactions


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


EXHIBIT
A


to


Loan, Guaranty And Security Agreement


 


Assignment
And Acceptance


 


Reference is made to
the Loan, Guaranty and Security Agreement dated as of May 8, 2019, (as amended, restated, amended and restated, supplemented, or
otherwise modified from time to time, the “Loan Agreement”), by and among PROTERRA INC, a Delaware corporation
(the “Company”), certain of the Subsidiaries of the Company identified on the signature pages hereof or otherwise
joined from time to time hereto as a borrower (such Subsidiaries, together with the Company, are referred to hereinafter each individually
as a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”),
the Subsidiaries of the Company identified on the signature pages hereof or otherwise joined from time to time hereto as a guarantor
(such Subsidiaries are referred to hereinafter each individually as a “Subsidiary Guarantor” or “Guarantor”
and collectively as the “Subsidiary Guarantors” or “Guarantors”), the financial institutions
party to thereto from time to time as Lenders, and BANK OF AMERICA, N.A., a national association (“Bank
of America”) as agent for the Lenders (“Agent”). Terms are used herein and not otherwise defined shall
be as defined in the Loan Agreement.


 


______________________________________
(“Assignor”) and __________________ _______________________ (“Assignee”) agree as follows:


 


1. Assignor hereby
assigns to Assignee and Assignee hereby purchases and assumes from Assignor (a) a principal amount of $________ of Assignor’s
outstanding Revolver Loans and $___________ of Assignor’s participations in LC Obligations and (b) the amount of $__________
of Assignor’s Revolver Commitment (which represents ____% of the total Revolver Commitments) (the foregoing items being,
collectively, “Assigned Interest”), together with an interest in the Loan Documents corresponding to the Assigned
Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated in the corresponding
Assignment Notice delivered to Agent, provided such Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent,
if applicable. From and after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s
obligations in respect of the Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable
to or for Assignor’s account in respect of the Assigned Interest shall be payable to or for Assignee’s account, to
the extent such amounts accrue on or after the Effective Date.


 


2. Assignor (a) represents
that as of the date hereof, prior to giving effect to this assignment, its Revolver Commitment is $__________, the outstanding
balance of its Revolver Loans and participations in LC Obligations is $__________; (b) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan
Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any
other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the interest
being assigned by it hereunder and that such interest is free and clear of any adverse claim; and (c) makes no representation or
warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance by Borrowers of
their obligations under the Loan Documents. [Assignor is attaching the promissory note[s] held by it and requests that Agent
exchange such note[s] for new promissory notes payable to Assignee [and Assignor].]


 






     


     


    

 


3. Assignee (a) represents
and warrants that it is legally authorized to enter into this Assignment; (b) confirms that it has received copies of the Loan
Agreement and such other Loan Documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment; (c) agrees that it shall, independently and without reliance upon Assignor and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and authorizes Agent to take such action as
agent on its behalf and to exercise such powers under the Loan Agreement as are delegated to Agent by the terms thereof, together
with such powers as are incidental thereto; (f) agrees that it will observe and perform all obligations that are required to be
performed by it as a “Lender” under the Loan Documents; (g) represents and warrants that the assignment evidenced hereby
will not result in a non-exempt “prohibited transaction” under Section 406 of ERISA; and (h) represents and warrants
as of the Effective Date to the Agent, the Assignor and their respective Affiliates, and not for the benefit of the Borrower or
any other Obligor, that such Assignee is not and will not be (i) an employee benefit plan subject to Title I ERISA, (ii) a plan
or account subject to Section 4975 of the Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts
for purposes of ERISA or the Code; or (iv) a “governmental plan” within the meaning of ERISA.


 


4. This Agreement shall
be governed by the laws of the State of New York. If any provision is found to be invalid under Applicable Law, it shall be ineffective
only to the extent of such invalidity and the remaining provisions of this Agreement shall remain in full force and effect.


 


5. Each notice or other
communication hereunder shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission, or by first-class
mail, shall be deemed given when sent and shall be sent as follows:


 


		(a)	If to Assignee, to the following address (or to such
other address as Assignee may designate from time to time):



 


________________________


________________________


________________________


 


(b) If to
Assignor, to the following address (or to such other address as Assignor may designate from time to time):


 


________________________


________________________


________________________


 


Payments hereunder
shall be made by wire transfer of immediately available Dollars as follows:


 


If to Assignee, to
the following account (or to such other account as Assignee may designate from time to time):


 


________________________


________________________


ABA No.  ________________


________________________


Account No.______________


Reference:  _______________


 


[Signature Page Follows]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


IN WITNESS WHEREOF,
this Assignment and Acceptance is executed as of _____________.


 


	 	 
	 	(“Assignee”)
	 	 	 
	 	By:	                                        
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 
	 	(“Assignor”)
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


EXHIBIT
b


to


Loan, Guaranty and Security Agreement


 


Assignment
NOTICE


 


Reference is made to
(1) the Loan, Guaranty and Security Agreement dated as of May 8, 2019, (as amended, restated, amended and restated, supplemented,
or otherwise modified from time to time, the “Loan Agreement”), by and among PROTERRA INC, a Delaware
corporation (the “Company”), certain of the Subsidiaries of the Company identified on the signature pages hereof
or otherwise joined from time to time hereto as a borrower (such Subsidiaries, together with the Company, are referred to hereinafter
each individually as a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”),
the Subsidiaries of the Company identified on the signature pages hereof or otherwise joined from time to time hereto as a guarantor
(such Subsidiaries are referred to hereinafter each individually as a “Subsidiary Guarantor” or “Guarantor”
and collectively as the “Subsidiary Guarantors” or “Guarantors”), the financial institutions
party to thereto from time to time as Lenders, and BANK OF AMERICA, N.A., a national association (“Bank of America”)
as agent for the Lenders (“Agent”); and (2) the Assignment and Acceptance dated as of ____________, 20__
(“Assignment”), between ______________________ (“Assignor”) and ________________________
(“Assignee”). Terms are used herein as defined in the Loan Agreement.


 


Assignor hereby notifies
Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment (a) a principal amount of $________
of Assignor’s outstanding Revolver Loans and $___________ of Assignor’s participations in LC Obligations and (b) the
amount of $__________ of Assignor’s Revolver Commitment (which represents ____% of the total Revolver Commitments) (the foregoing
items being, collectively, the “Assigned Interest”), together with an interest in the Loan Documents corresponding
to the Assigned Interest. This Agreement shall be effective as of the date (“Effective Date”) indicated below,
provided this Assignment Notice is executed by Assignor, Assignee, Agent and Borrower Agent, if applicable. Pursuant to the Assignment,
Assignee has expressly assumed all of Assignor’s obligations under the Loan Agreement to the extent of the Assigned Interest,
as of the Effective Date.


 


For purposes of the
Loan Agreement, Agent shall deem Assignor’s Revolver Commitment to be reduced by $_________, and Assignee’s Revolver
Commitment to be increased by $_________.


 


The address of Assignee
to which notices and information are to be sent under the terms of the Loan Agreement is:


 


_______________________


_______________________


_______________________


_______________________


 


The address of Assignee
to which payments are to be sent under the terms of the Loan Agreement is shown in the Assignment.


 


This Notice is being
delivered to Borrowers and Agent pursuant to Section 14.3 of the Loan Agreement. Please acknowledge your acceptance of this
Notice by executing and returning to Assignee and Assignor a copy of this Notice.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


IN WITNESS WHEREOF,
this Assignment Notice is executed as of _____________.


 


	 	 
	 	(“Assignee”)
	 	 	 
	 	By:	 
	 	Name:	                                    
	 	Title:	 
	 	 	 
	 	 
	 	(“Assignor”)
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


ACKNOWLEDGED AND AGREED,


AS OF THE DATE SET FORTH ABOVE:


 


	BORROWER AGENT:*	 
	 	 
	[_________________________________]	 
	 	 	 
	By:	                                                    	 
	Name:	 	 
	Title:	 	 


 


* No signature required if Assignee is
a Lender, Affiliate of a Lender or Approved Fund, or if an Event of Default exists.


 


	BANK OF AMERICA, N.A.,	 
	as Agent	 
	 	 	 
	By:	                                  	 
	Name:	 	 
	Title:	 	 


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


EXHIBITC


to


Loan, Guaranty and Security Agreement


 


[FORM]
COMPLIANCE CERTIFICATE


 


Financial Statement Date:
[________, ____]


 


		TO:	Bank of America, N.A., as Agent for the Lenders (as
defined below)



 


		RE:	Loan, Guaranty and Security Agreement dated as of
May 8, 2019 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”),
by and among PROTERRA INC, a Delaware corporation (the “Company”), certain of the Subsidiaries
of the Company identified on the signature pages thereof or otherwise joined from time to time thereto as a borrower (such Subsidiaries,
together with the Company, are referred to hereinafter each individually as a “Borrower” and individually and
collectively, jointly and severally, as the “Borrowers”), the Subsidiaries of the Company identified on the
signature pages thereto or otherwise joined from time to time thereto as a guarantor (such Subsidiaries are referred to hereinafter
each individually as a “Subsidiary Guarantor” or “Guarantor” and collectively as the “Subsidiary
Guarantors” or “Guarantors”), the financial institutions party to thereto from time to time as Lenders,
and BANK OF AMERICA, N.A., a national association (“Bank of America”) as agent for the Lenders
(“Agent”).



 


		DATE:	[Date]



 





 



 


 


The undersigned hereby
certifies (solely in a capacity as an officer of the Borrowers and not in any individual or personal capacity) as of the date hereof
that [he/she] is the chief financial officer of Borrowers and that, as such, [he/she] is authorized to execute and deliver this
Compliance Certificate to Agent on behalf of each Borrower, and that:


 


[Use following paragraphs
1-3 for fiscal year-end financial statements]


 


1. Each Obligor has
delivered the year-end audited consolidated and consolidating financial statements required by Section 10.1.2(a) of the
Loan Agreement for the Fiscal Year of the Obligors ended as of the above date,1 which consolidated statements are audited
and certified (without qualification (or similar notation) as to scope or going concern (it being understood that any qualification
with respect to the stated maturity date of the Revolver Loans is permissible)) by a firm of independent certified public accountants
of recognized standing selected by Obligors and reasonably acceptable to Agent, and shall set forth in comparative form corresponding
figures for the preceding Fiscal Year and other information acceptable to Agent.


 


 






		1	NTD: Fiscal year end statements are required to be
delivered no later than May 31, 2019 for the Fiscal Year ending December 31, 2018 and within 90 days after the close of each Fiscal
Year thereafter



 






     


     


    

 


2. Concurrently with
the delivery of financial statements in paragraph 1(a) above, each Obligor has delivered to Agent copies of all management letters
and other material reports submitted to Obligors by their accountants in connection with such financial statements, as required
by Section 10.1.2(d) of the Loan Agreement.


 


3. Each Obligor has
delivered to Agent projections of Obligors’ consolidated balance sheets, results of operations, cash flow and Availability
for the next Fiscal Year, on a month by month basis, and for the next three Fiscal Years, year by year, as required by Section
10.1.2(e) of the Loan Agreement.2 As required by Section 9.1.7 of the Loan Agreement, all projections have been prepared
in good faith, based on reasonable assumptions in light of the circumstances at such time.


 


4. Each Obligor has
delivered to Agent copies of any proxy statements, financial statements or reports that any Obligor has made generally available
to its shareholder; copies of any regular, periodic and special reports or registration statements or prospectuses that any Obligor
filed with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of
any press releases or other statements made available by an Obligor to the public concerning material changes to or developments
in the business of such Obligor, as required by Section 10.1.2(g) of the Loan Agreement.


 


5. Each Obligor has
delivered to Agent copies of all annual reports to be filed in connection with each Plan or Foreign Plan, as required by Section
10.1.2(h) of the Loan Agreement.


 


[Use following paragraph 1
for month-end financial statements delivered with respect to the applicable month]


 


1. Each Obligor has
delivered the unaudited balance sheets required by Section 10.1.2(b) of the Loan Agreement for the calendar month
of the Obligors and Subsidiaries as of the end of such calendar month and the related statements of income and cash flow for such
calendar month and for the portion of the Fiscal Year then elapsed, on a consolidated bases for Obligors and its Subsidiaries,
setting forth in comparative form corresponding figures for the preceding Fiscal Year and which are hereby certified by a the
chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and
results of operation for such month and period, subject to normal year-end adjustments and the absence of footnotes.3


 


[select one:] 


 


[6.][2.] [no Event
of Default has occurred and is continuing.]


 


—or—


 


[6.][2.] [the following
is a list of each Event of Default which has occurred and is continuing, and its nature and status:]


 


 






		2	NTD: Projections are to be delivered no later than
30 days after the end of each Fiscal Year.



		3	NTD: Month end statements are required to be delivered
within 30 days after the end of each month.



 






     


     


    

 


[7.][3.] The financial
statements referenced in paragraph 1 hereof were prepared in accordance with GAAP and fairly present in all material respects the
financial positions and results of operations of Obligors and Subsidiaries at the dates and for the periods indicated and, for
unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes. The financial statements referenced
in paragraph 1 do not contain any untrue statement of a material fact, nor fail to disclose any material fact necessary to make
such statement not materially misleading. The Obligors and their Subsidiaries are Solvent on a consolidated basis.


 


[8.][4.] The financial
covenant analyses and information set forth on Schedule A attached hereto are, based on the financial statements referenced in
paragraph 1 hereof, true and accurate in all material respects on and as of the date of this Compliance Certificate.


 


Delivery of an executed
counterpart of a signature page of this Compliance Certificate by fax transmission or other electronic mail transmission (e.g.
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Compliance Certificate.


 


	 	PROTERRA INC, a Delaware corporation 
	 	 	 
	 	By:	                                   
	 	Name:	 
	 	Title:	 


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


Schedule A 


 


Financial Statement
Date: [________, ____] (“Statement Date”)


 


Section 10.3.1
– Fixed Charge Coverage Ratio4


 


The Fixed Charge Coverage
Ratio measured monthly as of the last day of each month, for the applicable Measurement Period, ending as of the Statement Date
is [_____] to 1:00, as further described in Schedule A-1 hereto.


 


 






		4	NTD: Borrowers must maintain a Fixed Charge Coverage
Ratio of at least 1.00 to 1.00 during a Financial Covenant Trigger Period and provide a calculation of the Fixed Charge Coverage
Ratio, regardless of whether a Financial Covenant Trigger Period exists.



 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


Schedule A-1 


 


	A.	EBITDA5	 	 
	1.	consolidated net income:	 	$_______
	2.	interest expense:	 	$_______
	3.	income tax expense:	 	$_______
	4.	depreciation expense:	 	$_______
	5.	amortization expense	 	$_______
	6.	reasonable and customary out-of-pocket transaction expenses and fees in connection with
the Revolver Loans and the Loan Agreement, or otherwise incurred in connection with any amendments, modifications and waivers
thereafter;	 	$_______
	7.	reasonable and customary out-of-pocket transaction expenses and fees incurred in connection with any Permitted Acquisition paid in cash to third parties during such period;	 	$_______
	8.	amount of any earnout and other contingent consideration obligations in connection with any Permitted Acquisition or other Investment that are paid or accrued during such applicable period to the extent impacting consolidated net income as determined in accordance with GAAP;	 	$_______
	9.	reasonable board of directors’ fees and expenses paid by the Borrower;	 	$_______
	10.	amount of extraordinary, nonrecurring or unusual costs, charges, expenses or losses (including any legal settlements and including all fees and expenses relating thereto);	 	$_______
	11.	pro forma “run rate” cost savings, operating expense reductions, operating improvements and synergies that result (or that are expected in good faith to result in the 12 months following the applicable action) from Permitted Acquisitions, dispositions, operating improvements or changes, restructurings, cost savings and similar initiatives, other actions taken; provided, that (A) such cost savings, operating expense reductions, operating improvements and synergies are reasonably identifiable, factually supportable and reasonably attributable to the actions specified and expected to have a continuing impact on the operations of Borrower and its Subsidiaries, and (B) such actions have been taken or are expected to be taken (in good faith determination of the Borrower) within 60 days after the consummation of Permitted Acquisitions, dispositions, operating improvements or changes, restructurings, cost savings and similar initiatives;	 	$_______
	12.	all restructuring costs, integration costs, business optimization expenses or costs, expenses and losses relating to the undertaking of cost saving initiatives, operating expense reductions and other synergies and similar initiatives, retention, recruiting, relocation and signing bonuses and expenses, severance costs, transaction fees and expenses, any one time expense relating to enhanced accounting function or other transaction costs;	 	$_______



 


		5	NTD: calculated on a consolidated basis for Borrowers and
Subsidiaries



 






     


     


    

 


	13.	all non-cash costs or expenses incurred pursuant to any management equity plan or stock option plan, share-based incentive compensation plan or any other management or employee benefit plan or arrangement, pension plan, any stock subscription or stockholders agreement or any distributor equity plan or agreement, including any charges arising from the grant or settlement of a virtual stock option program, stock appreciation or similar rights and payroll tax expenses related thereto;	 	$_______
	14.	other non-cash charges, expenses or losses (excluding any such non-cash charge, expense or loss to the extent that it represents an accrual or reserve for potential cash charges, expenses or losses in any future period or amortization of a prepaid cash charge, expense or loss that was paid in a prior period);	 	$_______
	15.	income tax credits and refunds (to the extent not netted from tax expense) (to the extent included in determining consolidated net income and calculated on a consolidated basis, without duplication):	 	$_______
	16.	cash expenditures made in respect of any non-cash expense or charge that was added back in such period or a prior period pursuant to Line A.11 above (to the extent included in determining consolidated net income and calculated on a consolidated basis, without duplication):	 	$_______
	17.	EBITDA (Line A.1 plus Line A.2 plus Line A.3 plus Line A.4 plus Line A.5 plus Line A.6 plus
    Line A.7 plus Line A.8; plus Line A.9; plus Line A.10; plus Line A.11; plus Line A.12; plus Line A.13; plus Line A.14; minus
    Line A.15; minus Line A.16):6/7	 	$_______
	B.	Fixed Charges	 	 
	1.	cash interest expense paid (other than payment-in-kind), net of interest income received in cash:	 	$_______



 


 






		6	NTD: In addition, (A) there shall be included in determining
EBITDA for any period, without duplication, Acquired EBITDA of any Person acquired pursuant to a Permitted Acquisition by a Borrower
or any of its Subsidiaries during such period (but not the Acquired EBITDA of any related Person or business to the extent not
so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by a Borrower or such Subsidiary during
such period (each such Person or business acquired and not subsequently so disposed of, an “Acquired Entity or Business”),
based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring
prior to such Acquisition) and the Pro Forma Adjustments, if any (and subject to the limitations set forth in the definition thereof),
applicable thereto; and (B) there shall be excluded in determining EBITDA for any period the Disposed EBITDA of any Person, property,
business transferred or otherwise disposed of, closed or classified as discontinued operations by a Borrower or any of its Subsidiaries
during such period (each such Person, property, business so sold or disposed of, a “Sold Entity or Business”), based
on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to
such sale, transfer or Asset Disposition); provided that, for the avoidance of doubt, notwithstanding any classification under
GAAP of any Person, property or business as discontinued operations as a result of the entry into a definitive agreement for the
disposition thereof or as a result of constituting assets held for sale, the EBITDA of such Person or business shall not be excluded
until such disposition has been consummated.



		7	NTD: The aggregate amount of add-backs and adjustments
pursuant to the above Lines 10, 11, 12 and 14, for any measurement period shall not exceed the greater of $10,000,000 and 10%
of EBITDA for the applicable period (determined before giving effect to such limitation).



 






     


     


    

 


	2.	principal payments made on Borrowed Money:	 	$_______
	3.	Distributions paid:	 	$_______
	4.	Fixed Charges (Line B.1 plus Line B.2 plus Line B.3):	 	$_______
	C.	Fixed Charge Coverage Ratio	 	 
	1.	EBITDA (Line A.17 above):	 	$_______
	2.	Capital Expenditures (except those financed with Borrowed Money other than Revolver Loans):	 	$_______
	3.	Cash taxes paid:	 	$_______
	4.	Fixed Charges (Line B.4 above):	 	$_______
	5.	Ratio ((Line C.1 minus Line C.2 minus Line C.3) to (Line C.4)):	 	____ to 1.00
	6.	Minimum Fixed Charge Coverage Ratio:	 	1.00 to 1.00
	7.	Financial Covenant Trigger Period:8	 	☐Yes ☐No
	8.	In compliance (check yes or no):	 	☐Yes ☐No


 


 






		8	NTD: The Financial Covenant Trigger Period means,
at any time on or after the Availability Block Release Date, the period (a) commencing on any day that Availability at any time
is less than the greater of (i) 12.5% of the Borrowing Base and (ii) $8,000,000 and (b) continuing until the date that, during
each of the preceding 60 consecutive days (or any shorter period as Agent agrees in writing) Availability has been greater than
the greater of (i) 12.5% of the Borrowing Base and (ii) $8,000,000.



 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408

 


Schedule 1.1


 


Revolver Commitments Of Lenders


 


	Name of Lender	 	Amount of Revolver Commitment	 
	Bank of America, N.A.	 	$	75,000,000	 



 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 6.3


 


Post-Closing Date Conditions


 


		1.	Within no later than sixty (60) days after the Closing
Date (or as such longer period as approved by Agent), Obligors shall establish procedures pursuant to which Agent named as lien
holder on certificates of title with respect to Borrower’s buses, which procedures shall be in form and substance satisfactory
to Agent in its Permitted Discretion.



 


		2.	Within no later than thirty (30) days after the Closing
Date (or as such longer period as approved by Agent), Obligors shall deliver to Agent insurance endorsements in compliance with
Section 8.6.2 in form and substance satisfactory to Agent.



 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule
7.4.1


 


Pledged Interests


 


Investment Property


 


None.


 


Equity Interests


 


None.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule
8.5


 


Deposit Accounts


 


[***]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 8.6.1.


 


Business Locations


 


		1.	1815 Rollins Road, Burlingame, California 94010



 


		2.	1 Whitlee Court, Greenville, South Carolina 29607



 


		3.	5 Hercules Way, Greenville, South Carolina 29605



 


		4.	383-393 South Cheryl Lane, City of Industry, California
91789



 


		5.	1647 Broadway Street, Unit 103, Port Coquitlam, British
Columbia



 


		6.	Rhombus, 15301 Century Drive, Suite 204, Dearborn,
MI 48120 (chargers stored at our contract manufacturer)



 


		7.	Expeditors Milpitas, 1001 Montague Expressway, Milpitas
CA 95035



 


		8.	Expeditors Milpitas, 1075 Montague Expressway, Milpitas
CA 95035



 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 9.1.4


 


Names and Capital Structure


 


	Name	 	Jurisdiction

of

organizational	 	Authorized equity interests	 	Issued equity interests
	Proterra Inc 	 	Delaware 	 	
        Common Stock: 150,000,000;

        Preferred Stock: 116,996,075;

        Series 1 Preferred Stock: 27,567,694;

        Series 2 Preferred Stock: 6,069,073;

        Series 3 Preferred Stock: 7,617,704;

        Series 4 Preferred Stock: 9,159,674;

        Series 5 Preferred Stock: 28,391,526;

        Series 6 Preferred Stock: 14,440,784;

        Series 7 Preferred Stock: 23,749,620


	 	
        Common Stock: 3,874,655;

         

        Series 1 Preferred Stock: 27,476,120;

        Series 2 Preferred Stock: 6,069,073;

        Series 3 Preferred Stock: 7,617,704;

        Series 4 Preferred Stock: 8,682,155;

        Series 5 Preferred Stock: 28,391,526;

        Series 6 Preferred Stock: 14,440,784;

        Series 7 Preferred Stock: 23,749,620



 


Agreements:


 


		●	Seventh Amended and Restated Investors’ Rights
Agreement, dated September 18, 2018



		●	Eighth Amended and Restated Voting Agreement, dated
September 18, 2018



		●	Seventh Amended and Restated Right of First Refusal
and Co-Sale Agreement dated September 18, 2018.



 


In the five years preceding the Closing Date, neither Borrower
nor any Subsidiary has acquired any substantial assets from any other Person nor been the surviving entity in a merger or combination.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408

 


Schedule 9.1.5


 


Real Property in a Special Flood Hazard
Zone


 


None.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


Schedule 9.1.11


 


Patents, Trademarks, Copyrights and
Licenses


 


[***]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


Schedule 9.1.14


 


Environmental Matters


 


None.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408


 


Schedule 9.1.15


 


Restrictive Agreements


 


[***]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 9.1.16


 


Litigation


 


Litigation


 


None.


 


Commercial Tort Claim


 


None.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 9.1.18


 


Pension Plans


 


None.


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 9.1.20


 


Labor Contracts


 


[***]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 10.2.2


 


Existing Liens


 


[***]


 






     


     


    

 


CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO PROTERRA
INC IF PUBLICLY DISCLOSED.


 


SUBJECT TO FED. R. EVID. 408



 


Schedule 10.2.17


 


Existing Affiliate Transactions


 


[***]