Exhibit 10.1


 


FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT


 


This FIRST AMENDMENT
TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is entered into as of 15 June, 2022, among Whole Earth
Brands, Inc., a Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”),
the other Credit Parties party hereto, the Lenders (as defined below) party hereto and Toronto Dominion (Texas) LLC, in its capacity as
the Administrative Agent under the Loan Agreement (in such capacity, the “Administrative Agent”).


 


RECITALS:


 


WHEREAS, the Borrower,
the other Credit Parties party thereto, the lenders party thereto and the Administrative Agent are parties to that certain Amendment and
Restatement Agreement, dated as of February 5, 2021 (the “A&R Agreement”), which established, and resulted in the
effectiveness of, that certain Amended and Restated Loan Agreement, dated as of February 5, 2021 (as amended, restated, amended and restated,
supplemented or otherwise modified prior to the date hereof, the “Existing Loan Agreement”, and as amended by this
Amendment and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time hereafter, the
“Loan Agreement”), by and among the Borrower, the lenders from time to time party thereto (the “Lenders”),
the Administrative Agent and the other parties party thereto from time to time;


 


WHEREAS, the Borrower has requested amendments to the
Existing Loan Agreement that would (a) add a new Incremental Facility in the form of Incremental Revolving Commitments (the
“First Amendment Incremental Revolving Facility”) in an aggregate principal amount of $50,000,000 in accordance
with the terms of Section 2.17 of the Loan Agreement (the commitments provided hereunder, the “First Amendment Incremental
Revolving Commitments”) and (b) effect the Benchmark Replacement Conforming Changes and other amendments to the Existing
Loan Agreement as set forth, and in the manner provided for, herein;


 


WHEREAS, the Administrative
Agent and the Borrower hereby jointly elect to trigger a fallback from USD LIBOR (and the Lenders are hereby notified of such election),
which shall constate an Early Opt-in Election;


 


WHEREAS, pursuant
to clause (c) of the definition of “Benchmark Replacement Date” in Section 1.1 and pursuant to Sections 10.6(a) and 11.12(c)
of the Existing Loan Agreement, if an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission
of a technical or immaterial nature has occurred in any Loan Document, or if a Benchmark Replacement is determined to have occurred for
a Benchmark Replacement Date, the Administrative Agent and the Borrower shall be permitted to amend such error or omission, and the Benchmark
Replacement will replace the existing Benchmark for all purposes at or after 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of the Early Opt-in Election and of such Benchmark Replacement is provided to the Lenders (the “Objection
Period”) without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders
comprising the Required Lenders, and under Sections 10.6 and 11.12(c) of the Existing Loan Agreement the Administrative Agent will have
the right to make Benchmark Replacement Conforming Changes in connection with such Benchmark Replacement and other applicable amendments
with respect to any such error or amendment, each of which will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document;


 






    


     

    

 


WHEREAS, subject to the terms
and conditions of this Amendment and the Loan Agreement, the Administrative Agent and the First Amendment Incremental Lenders, are willing,
on the First Amendment Effective Date (as defined in Section 4 below), to enter into this Amendment and establish the First Amendment
Incremental Revolving Commitments, and make the Benchmark Replacement Confirming Changes and other amendments to the Existing Loan Agreement
as set forth in Section 3 below, in each case, on the terms and subject to the conditions set forth herein; and


 


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


 


AGREEMENT:


 


Section 1. Definitions.
Unless otherwise defined herein, each capitalized term used in this Amendment (including the recitals) and not defined herein shall be
defined in accordance with the Existing Loan Agreement as amended hereby.


 


Section 2. Incremental Revolving Commitment.


 


(a)          Subject to the
satisfaction of each of the conditions set forth in Section 4 hereof, upon the occurrence of the First Amendment Effective Date,
the Revolving Lenders party hereto providing the First Amendment Incremental Revolving Commitments (each, a “First Amendment
Incremental Lender”, and, collectively the “First Amendment Incremental Lenders”) hereby establish in favor
of the Borrower the First Amendment Incremental Revolving Facility on the terms of, and in accordance with, this Amendment, the Existing
Loan Agreement and the other Loan Documents.


 


(b)          As of the First
Amendment Effective Date, each First Amendment Incremental Lender hereby severally and not jointly agrees to commit to provide its respective
First Incremental Amendment Revolving Commitment as set forth on Schedule I hereto.


 


(c)          The terms and
provisions of the First Amendment Incremental Revolving Commitments and any Revolving Loans issued pursuant thereto shall be identical
to the terms and provisions of the Revolving Commitments and any Revolving Loans issued pursuant thereto existing at any time under the
Loan Agreement and any other related terms will have correlative meanings mutatis mutandis with the terms in the Loan Agreement.
The First Amendment Incremental Revolving Commitments shall constitute a part of and be subject to all the same terms and conditions as
the Revolving Loan Commitments in effect as of the First Amendment Effective Date, all Revolving Loans issued pursuant to the First Amendment
Incremental Revolving Commitments shall be (and shall be deemed to be) the same Type as Revolving Loans issued pursuant the Revolving
Loan Commitments in effect from time to time under the Loan Agreement and the First Amendment Incremental Revolving Commitments and all
Revolving Loans issued pursuant thereto shall rank pari passu with the other Obligations.


 


(d)          Without
limiting the generality of the foregoing, the First Amendment Incremental Revolving Commitments and the Revolving Loans issued
pursuant thereto shall: (i) constitute Obligations and have all of the benefits thereof (including with respect to all guarantees
and security), (ii) have terms, rights, remedies, privileges, premiums and protections identical to those applicable to the
Revolving Commitments and any Revolving Loans issued pursuant thereto under the Loan Agreement and each of the other Loan Documents,
(iii) be structured as an increase to the existing Revolving Commitments, (iv) be guaranteed by the Subsidiary Guaranty and each
other Guaranty provided for all or any portion of the Obligations and (v) be secured by the Liens granted to the Administrative
Agent for the benefit of the Secured Parties under the Security Agreement, the Pledge Agreement and each other Security
Document.


 






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(e)          Each reference
to a “Revolving Commitment” or the “Revolving Commitments”, in the Loan Agreement shall include the First Amendment
Incremental Revolving Commitments and references to “Revolving Lenders” and “Lenders” shall also include the First
Amendment Incremental Lenders.


 


(f)           As of the First
Amendment Effective Date, the First Incremental Amendment Revolving Commitments shall be added to the existing Revolving Commitments under
the Loan Agreement. Upon the effectiveness of the First Incremental Amendment Revolving Commitments on the First Amendment Effective Date,
the Administrative Agent, the Borrower and the Revolving Lenders shall, in accordance with Section 2.17(d) of the Existing Loan Agreement,
take the actions, and make the adjustments, borrowings, repayments, assignments and reallocations necessary such that each Revolving Lender,
after taking any such actions and making any such adjustments, borrowings, repayments, assignments and/or reallocations, shall hold its
pro rata share of any outstanding Revolving Loans in accordance with its Revolving Commitment Ratio after giving effect to the
First Incremental Amendment Revolving Commitments.


 


Section 3. Amendments.
In reliance upon the representations and warranties and acknowledgements of the Credit Parties set forth in Section 7 below and
subject to the conditions to effectiveness set forth in Section 4 below, as of the First Amendment Effective Date the Existing
Loan Agreement is hereby amended as follows:


 


(a)          The Existing
Loan Agreement is hereby amended to delete the red font stricken text (indicated textually in the same manner as the following example:
stricken text) and to add the blue font double-underlined text (indicated
textually in the same manner as the following example:double-underlined text) as set
forth in Exhibit A attached hereto such that, immediately upon the First Amendment Effective Date, the Loan Agreement will read as set
forth in Exhibit A;


 


(b)          Schedule 5(a) to the Existing Loan Agreement is hereby amended, restated and replaced in its entirety by Schedule 5(a) hereto.


 


(c)          Schedule 2.01 to the Existing Loan Agreement is hereby amended, restated and replaced in its entirety by Schedule 2.01 hereto.


 


Section 4. Conditions to
Effectiveness. The effectiveness of (a) this Amendment and (b) the establishment of the First Amendment Incremental Revolving Facility
is subject to the prior or concurrent satisfaction of each of the following conditions and the First Amendment Incremental Revolving Facility
shall become effective on the first Business Day on which the following conditions are satisfied or waived (the “First Amendment
Effective Date”):


 


		4.1	Administrative Agent shall have received:



 


(i)            a
copy of this Amendment executed by Borrower, each other Credit Party, the Administrative Agent and the First Amendment Incremental Lenders;


 


(ii)           a
Notice of Incremental Facility Commitment, in the form of Exhibit H to the Existing Loan Agreement, executed by the Borrower and the
First Amendment Incremental Lenders;


 






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(iii)          a new or amended
and restated Revolving Loan Note, as applicable to each requesting Lender, duly executed by the Borrower in favor of any Lender requesting
such Note, reflecting such Lender’s Revolving Commitments after giving effect to the First Amendment Incremental Revolving Commitments
(including as described in Section 2(f) above and Section 6 below);


 


(iv)         a duly executed
certificate of the secretary (or similar Authorized Signatory) of each Credit Party dated as of the First Amendment Effective Date, including
a certificate of incumbency with respect to two or more than two Authorized Signatories of such Person, together with the following items:
(A) a true, correct and complete copy of each Organizational Document of such Credit Party as in effect on the First Amendment Effective
Date, (B) certificates of status (or equivalent) for such Credit Party issued by the Secretary of State or similar state official for
the state of incorporation, formation or organization of such Credit Party, as applicable, and (C) a true, complete and correct copy of
the corporate or other organizational resolutions of such Credit Party authorizing such Credit Party, as applicable, to execute, deliver
and perform this Amendment and the other Loan Documents to which such Credit Party is a party and the Borrower to borrow loans pursuant
to, and incur Indebtedness under, the First Amendment Incremental Revolving Commitments;


 


(v)          customary
legal opinions of DLA Piper LLP (US), counsel to the Credit Parties, in form and substance reasonably acceptable to the Administrative
Agent;


 


(vi)         duly
executed Solvency Certificate demonstrating that on the First Amendment Effective Date, after giving effect to the First Amendment Incremental
Revolving Commitments


and assuming all Revolving Commitments
(including the First Amendment Incremental Revolving Commitments) are drawn in full, on a consolidated basis, the Borrower shall be Solvent;


 


(vii)        a duly executed
certificate, in form and substance reasonably satisfactory to Administrative Agent, from an Authorized Signatory of Borrower certifying
that, after giving effect to this Amendment and the transactions contemplated hereunder, the conditions specified in clauses 4.2,
4.3, 4.4, 4.5 and 4.6 below have been satisfied;


 


(viii)       (i) payment
of all fees and expenses required to be paid on or prior to the First Amendment Effective Date pursuant to that certain First Amendment
Engagement Letter, dated as of June 1, 2022, between Borrower and the Administrative Agent and (ii) payment of any other fees, costs and
expenses required to be paid on or prior to the First Amendment Effective Date pursuant to any Loan Document, including, without limitation,
all reasonable legal fees and documented out of pocket expenses of the Administrative Agent reimbursable under Section 11.2 of the Loan
Agreement; and


 


(ix)         the Administrative
Agent shall have received such other certificates, documents and agreements as the Administrative Agent or any Lender may reasonably request.


 


4.2              
No Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this
Amendment.


 


4.3               All
of the representations and warranties under this Amendment and the other Loan Documents, shall be true and correct as of the date
hereof and the First Amendment Effective Date in all material respects (provided that if any representation or warranty already
includes a materiality or material adverse effect qualifier, such representation or warranty shall be true and correct in all
respects), both before and after giving effect to this Amendment and the First Amendment Incremental Revolving Commitments, and
after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and
warranties.


 






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4.4              
The Borrower shall be in compliance with the financial covenants in Section 7.8 of the Loan Agreement, calculated on a pro-forma
basis for the most recently ended Test Period.


 


4.5              
The incurrence of the First Amendment Incremental Revolving Facility shall not cause the Maximum Incremental Facilities Amount
to be exceeded.


 


4.6              
Immediately after giving effect to this Amendment, all the conditions set forth in Section 2.17 
of the Existing Loan Agreement shall have been satisfied.


 


4.7              
(A) Upon the written request of any Lender or the Administrative Agent made at least two (2) Business Days prior to the First Amendment
Effective Date, documentation and other information so requested in connection with applicable “know your customer” and Anti-Money
Laundering Laws, including the Patriot Act, and (B) if the information in the most recent Beneficial Ownership Certification delivered
to Administrative Agent has changed in any respect, a new Beneficial Ownership Certification in relation to the Borrower, if the Borrower
qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior
to the Restatement Effective Date.


 


4.8       The
Objection Period shall have expired.


 


Section 5. Acknowledgments and Affirmations of the Credit
Parties; No Novation.


 


(a)           Each Credit
Party hereby expressly acknowledges the terms of this Amendment and confirms, reaffirms and ratifies, as of the date hereof, (i) the covenants
and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect
immediately after giving effect to this Amendment and the transactions contemplated hereby and thereby, (ii) its guarantee of the Obligations
(including, without limitation, of and after giving effect to the obligations in respect of the First Amendment Incremental Revolving
Facility) under the Subsidiary Guaranty and (iii) its grant of Liens on the Collateral to secure the Obligations (including, without limitation,
of and after giving effect to the Obligations with respect to the First Amendment Incremental Revolving Facility) pursuant to each of
the Security Documents; provided that, on and after the effectiveness of this Amendment, each reference in the Subsidiary Guaranty
and in each of the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words
of like import shall mean and be a reference to the Loan Agreement, as amended hereby. Without limiting the generality of the foregoing,
the Security Documents to which such Credit Party is a party and all of the Collateral described therein do, and shall continue to secure,
payment of all of the Obligations.


 


(b)          Neither
this Amendment nor the effectiveness of the Loan Agreement shall extinguish the Obligations for the payment of money outstanding
under the Existing Loan Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor
or any guarantee thereof, and the liens and security interests in favor of the Administrative Agent for the benefit of the Secured
Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all
Obligations. Nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a
termination, of the Obligations outstanding under the Existing Loan Agreements or instruments guaranteeing or securing the same
which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing
expressed or implied in this Amendment, the Loan Agreement or any other document contemplated hereby or thereby shall be construed
as a release or other discharge of the Borrower under the Existing Loan Agreements or the Borrower or any other Credit Party under
any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with
only the terms being modified as provided in this Amendment and in the Loan Agreement. The Existing Loan Agreement and each of the
other Loan Documents shall remain in full force and effect, as modified hereby.


 






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Section 6.      Allocations.
The Borrower and the Lenders hereby authorize the Administrative Agent to enter and complete all such amounts, percentages and other
information in the Register maintained pursuant to Section 11.5(d) of the Loan Agreement, as appropriate. The Administrative Agent’s
determination, entry and completion shall be conclusive and shall be conclusive evidence of the existence, amounts, percentages and other
information with respect to the obligations of the Lenders and the Borrower hereunder and under the Loan Agreement, in each case, absent
manifest error. For the avoidance of doubt, the provisions of Article 9 and Section 11.2 of the Loan Agreement shall apply to any determination,
entry or completion made by the Administrative Agent pursuant to this Section 6.


 


Section 7.        Miscellaneous.


 


7.1             Representations and
Warranties. Each Credit Party, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders (including
the First Amendment Incremental Lenders) that:


 


(i)           Before and after
giving effect to this Amendment, the representations and warranties of such Credit Party made under the Loan Agreement and the other Loan
Documents (including, without limitation, all representations and warranties with respect to the Borrower’s Subsidiaries) except
to the extent relating specifically to a specific prior date, are true and correct in all material respects (provided that if any representation
or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty is true and correct in
all respects) both before and after giving effect to the application of the Incremental Revolving Facility and after giving effect to
any updates to information provided to the Lenders in accordance with the terms of the Loan Agreement;


 


(ii)          such Credit
Party is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its organization or formation
(to the extent such concept exists in such jurisdiction) and has all organizational power and authority to execute, deliver and perform
its obligations under this Amendment;


 


(iii)         the execution,
delivery and performance of this Amendment by such Credit Party, and the borrowing of any Loans pursuant to the First Amendment Incremental
Revolving Commitments by Borrower, has been duly authorized by all necessary corporate or other organizational action;


 


(iv)         this Amendment
constitutes its valid and binding obligation, enforceable in accordance with its terms, except as the enforceability thereof may be limited
by Debtor Relief Laws or by general principles of equity and principles of good faith and fair dealing;


 


(v)          no Default or
Event of Default exists or would result after giving effect to this Amendment, the First Amendment Incremental Revolving Commitments and
the other transactions contemplated hereby; and


 






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(vi)         the
execution, delivery and performance of this Amendment by the Borrower and other Credit Parties, and the consummation of the
transactions contemplated hereby, do not and will not (i) require any consent, approval, authorization, permit or license,
governmental or otherwise, not already obtained, except as would not reasonably be expected to have a Materially Adverse Effect,
(ii) violate any Applicable Law respecting the Borrower or any of its Restricted Subsidiaries except as would not reasonably be
expected to have a Materially Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the
Organizational Documents of the Borrower or any of its Restricted Subsidiaries, (iv) result in a breach of, or constitute a default
under any material indenture, agreement, or other instrument, to which the Borrower or any of its Restricted Subsidiaries is a party
or by which any of them or their respective properties may be bound except where such breaches or defaults, individually or in the
aggregate, would not reasonably be expected to have a Materially Adverse Effect, or (v) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any of its Restricted
Subsidiaries, except for Permitted Liens.


 


7.2       Loan
Agreement Unaffected; Lender Consent; Severability and Captions.


 


(a)          Each reference
to the Existing Loan Agreement or in any other Loan Document shall hereafter be construed as a reference to the Loan Agreement as amended
hereby and as may be further amended, modified, restated, supplemented or extended from time to time. Except as herein otherwise specifically
provided, all provisions of the Loan Documents shall remain in full force and effect and be unaffected hereby and are hereby ratified
and confirmed in full. This Amendment constitutes a “Loan Document” for all purposes under the Existing Loan Agreement, the
Loan Agreement and the other Loan Documents.


 


(b)          Each Lender
(including each First Amendment Incremental Lender) party hereto hereby (i) acknowledges the Notice of Incremental Facility Commitment
delivered in connection herewith and irrevocably consents to the terms of this Amendment and the amendments contained herein, which consent
shall (for the avoidance of doubt) be binding on each other Lender pursuant to Section 2.17(f) and Section 11.12(a) of the Loan Agreement,
and (ii) directs the Administrative Agent to execute and deliver this Amendment and take all appropriate action as described in Section
2(f) and Section 6 above.


 


(c)          Any provision
of this Amendment which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision
in any other jurisdiction. The parties hereto acknowledge that this Amendment and the other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must
each be performed, except as expressly stated to the contrary in this Amendment. The captions and headings of this Amendment are for convenience
of reference only and shall not affect the interpretation of this Amendment.


 


7.3              
Guarantor Acknowledgment. Each Guarantor, by signing this Amendment:


 


(i)            consents
and agrees to and acknowledges the terms of this Amendment;


 


(ii)          acknowledges
and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound, including both before and after
giving effect to this Amendment and the First Incremental Amendment Revolving Commitments, shall continue in full force and effect
and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by
the execution or effectiveness of this Amendment and the First Incremental Amendment Revolving Commitments; and


 






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(iii)          acknowledges
and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the
terms of the Loan Agreement or any other Loan Document to which such Guarantor is a party to consent to the amendments to the Loan Agreement
effected pursuant to this Amendment and (B) nothing in the Loan Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Guarantor to any future amendments or modifications to the Loan Agreement.


 


7.4        Existing LIBOR Advances.
Notwithstanding anything to the contrary in the Existing Loan Agreement, the Loan Agreement or this Amendment, any LIBOR Advances
(as defined in the Existing Loan Agreement) outstanding as of the First Amendment Effective Date shall continue to the end of the applicable
Interest Period for such LIBOR Advances and the provisions of the Existing Loan Agreement applicable thereto shall continue and remain
in effect (notwithstanding the election of the Administrative Agent and the Borrower to trigger an Early Opt-In Election and the occurrence
of the First Amendment Effective Date) until the end of the applicable Interest Period for such LIBOR Advances, after which such provisions
shall have no further force or effect; provided that, for the avoidance of doubt, at any time from and after the First Amendment Effective
Date, the Borrower shall not be permitted to request an Advance of, conversion to or continuation of any LIBOR Advances.


 


7.5        Counterparts; Integration;
Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment together
with the Loan Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4, this Amendment shall become effective when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other
parties hereto and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent, each Issuing Bank, each Lender
and their respective successors and assigns. All Exhibits and Schedules referred to herein are incorporated in this Amendment by reference
and constitute a part of this Amendment. Delivery of an executed (via physical, digital or electronic means) counterpart of a signature
page of this Amendment by email or other electronic imaging (including in.pdf format) means shall be as effective as delivery of a manually
executed and delivered counterpart of this Amendment. Section 11.23 of the Loan Agreement shall apply to this Amendment as if set forth
in full herein.


 


7.6         Indemnity;
Expenses; Limitation of Liabilities. Each Credit Party acknowledges and agrees that Section 11.2 of the Loan Agreement applies to
this Amendment and the transactions, agreements and documents contemplated hereunder and/or delivered in connection herewith.


 


7.7         Survival
of Representations and Warranties. All representations and warranties made hereunder shall survive the execution and delivery of
this Amendment, and no investigation by Administrative Agent or any Lender or any subsequent extension of credit shall affect any of
such representations and warranties or the right of Administrative Agent or any Lender to rely upon them.


 


7.8        GOVERNING
LAW; SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. 


 


(a)           THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 






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(b)          EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK,
AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, OR FOR RECOGNITION
OR ENFORCEMENT OF ANY JUDGMENT, AND EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED
IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE AGENTS AND LENDERS
RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS
OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.


 


(c)          EACH PARTY HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(b) OF THIS SECTION. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF
AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


7.9         WAIVER OF RIGHT TO
TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


[Remainder of Page Intentionally Left Blank; Signature pages
follow.]


 






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IN WITNESS WHEREOF, this Amendment has been duly
executed and delivered as of the date first above written.


 


	 	WHOLE EARTH BRANDS, INC.,

as the Borrower
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	PROJECT TASTE INTERMEDIATE LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	EVD HOLDINGS LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Jeffrey S. Robinson
	 	 	Name: Jeffrey S. Robinson
	 	 	Title:   President


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	MERISANT FOREIGN HOLDINGS I, INC.,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	MAFCO SHANGHAI LLC,

as  a Guarantor
	 	 	 
	 	By:	/s/ Jeffrey S. Robinson
	 	 	Name: Jeffrey S. Robinson
	 	 	Title:   President


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	MAFCO WORLDWIDE LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Jeffrey S. Robinson
	 	 	Name: Jeffrey S. Robinson
	 	 	Title:   President


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	MERISANT COMPANY,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	MERISANT US, INC.,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	WESCO US LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	WHOLE EARTH FOREIGN HOLDINGS LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	WHOLE EARTH SWEETENER COMPANY LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	SWERVE, L.L.C.,

as a Guarantor
	 	 
	 	By: Project Taste Intermediate LLC,

its sole member
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	SWERVE IP, L.L.C.,

as a Guarantor
	 	 
	 	By: Project Taste Intermediate LLC,

its sole member
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	WSO INVESTMENTS, INC.,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	WHOLESOME SWEETENERS,

INCORPORATED,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	TRUSWEETS, LLC,

as a Guarantor
	 	 	 
	 	By:	/s/ Duane Portwood
	 	 	Name: Duane Portwood
	 	 	Title:   Chief Financial Officer


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	
    TORONTO
    DOMINION (TEXAS) LLC,

    as Administrative Agent

	 	 	 
	 	By:	/s/ Leanna Bortoluzzi
	 	 	Name: Leanna Bortoluzzi
	 	 	Title:   Authorized Signatory
	 	 	 
	 	 	 
	 	
    THE TORONTO-DOMINION BANK, NEW

    YORK
    BRANCH, as a First Amendment

    Incremental Lender and a Lender

	 	 	 
	 	By:	/s/ Leanna Bortoluzzi
	 	 	Name: Leanna Bortoluzzi
	 	 	Title:   Authorized Signatory


 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	
    TRUIST BANK

    as a First Amendment Incremental Lender and a Lender

	 	 
	 	By:	/s/ Steve Curran
	 	 	Name: Steve Curran
	 	 	Title:   Director


  


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 






     


     


    

 


	 	
    BMO HARRIS BANK N.A.,

    as a First Amendment Incremental Lender and a Lender

	 	
    

	 	By:	/s/ Liyang Yu
	 	 	
    Name: Liyang Yu

	 	 	
    Title:   Vice President



 


[Signature Page to First Amendment to Amended
and Restated Loan Agreement]


 








     


     


    

 



 


EXHIBIT A


 


AMENDED EXISTING LOAN AGREEMENT\


 






     


     


    

 


EXECUTION VERSION


 


EXHIBIT BA


MARKED VERSION REFLECTING CHANGES 

PURSUANT TO FIRST AMENDMENT AND
RESTATEMENT AGREEMENT 

ADDED TEXT SHOWN UNDERSCORED 

DELETED TEXT SHOWN STRIKETHROUGH


 


AMENDED AND RESTATED LOAN AGREEMENT


 


AMONG


 


WHOLE EARTH BRANDS, INC.,


AS BORROWER


 


THE LENDERS FROM TIME TO TIME PARTY HERETO,


 


AND


 


TORONTO DOMINION (TEXAS)
LLC,


AS ADMINISTRATIVE AGENT


 


WITH


 


TRUIST SECURITIES,
INC.BANK,


AS SYNDICATION AGENT


 


BMO HARRIS BANK N.A.,


COBANK, ACB,


CAPITAL ONE, NATIONAL ASSOCIATION


 


AS CO-DOCUMENTATION AGENTS


 


TD SECURITIES (USA) LLC,


TRUIST SECURITIES, INC.,


BMO HARRIS BANK N.A.,


COBANK, ACB,


 


AS JOINT LEAD ARRANGERS


 


TD SECURITIES (USA) LLC,


TRUIST SECURITIES, INC.,


 


AS JOINT BOOKRUNNERS


 


Dated as of February
5, 2021


 






     


     


    

 


TABLE OF CONTENTS 




 


	 	 	PAGE
	 	 	 
	ARTICLE 1 DEFINITIONS AND INTERPRETATION	1
	 	 
	Section 1.1	Defined Terms	1
	Section 1.2	Other Definitional Provisions	6362
	Section 1.3	DivisionsRates	6463
	Section 1.4	Disclaimer of Liability on the LIBOR Successor RateDivisions	6463
	Section 1.5	Pro Forma Calculations and Adjustments	6564
	Section 1.6	Cashless Rollovers	6564
	Section 1.7	Limited Condition Transactions	6665
	 	 	 
	ARTICLE 2 LOANS AND LETTERS OF CREDIT	6766
	 	 
	Section 2.1	The Loans and Letters of Credit	6766
	Section 2.2	Manner of Borrowing and Disbursements	6867
	Section 2.3	Interest	7372
	Section 2.4	Fees	7473
	Section 2.5	Mandatory Commitment Reduction	7574
	Section 2.6	Optional Commitment Reductions	7674
	Section 2.7	Optional Prepayments	7675
	Section 2.8	Repayments	7776
	Section 2.9	Notes; Loan Accounts	8180
	Section 2.10	Manner of Payment	8180
	Section 2.11	Reimbursement	8483
	Section 2.12	Pro Rata Treatment	8584
	Section 2.13	Capital Adequacy	8685
	Section 2.14	Lender Tax Forms	8786
	Section 2.15	Administrative Agent’s Clawback	8988
	Section 2.16	Letters of Credit	9088
	Section 2.17	Incremental Facility	9896
	Section 2.18	Change of Lending Office	102100
	Section 2.19	Swing Line Loans	102100
	Section 2.20	Refinancing Amendments	103102
	Section 2.21	Extensions	104103
	 	 	 
	ARTICLE 3 CONDITIONS PRECEDENT	107106
	 	 
	Section 3.1	Restatement Effective Date	107106
	Section 3.2	Conditions Precedent to Each Advance after the Restatement Effective Date	 111110
	Section 3.3	Conditions Precedent to Issuance of Letters of Credit	113111
	 	 	 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES	114113
	 	 
	Section 4.1	Representations and Warranties	114113
	Section 4.2	Survival of Representations and Warranties, etc.	128126


 






     


     


    

 


	ARTICLE 5 AFFIRMATIVE COVENANTS	128127
	 	 
	Section 5.1	Preservation of Existence and Similar Matters	128127
	Section 5.2	Business; Compliance with Applicable Law; Data Security	128127
	Section 5.3	Maintenance of Properties	129128
	Section 5.4	Accounting Methods and Financial Records	129128
	Section 5.5	Insurance	130128
	Section 5.6	Payment of Taxes and Claims	130129
	Section 5.7	Employee Benefit Plans	131129
	Section 5.8	Visits and Inspections	131130
	Section 5.9	Credit Ratings	132130
	Section 5.10	Use of Proceeds	132130
	Section 5.11	Designation of Subsidiaries	132131
	Section 5.12	Covenants Regarding Formation of Subsidiaries and Acquisitions; Partnership, Subsidiaries	133132
	Section 5.13	Further Assurances	134133
	Section 5.14	Environmental Matters	137135
	Section 5.15	Post-Closing Conditions	137136
	 	 	 
	ARTICLE 6 INFORMATION COVENANTS	137136
	 	 
	Section 6.1	Quarterly Financial Statements and Information	137136
	Section 6.2	Annual Financial Statements and Information	138137
	Section 6.3	Compliance Certificates	139137
	Section 6.4	Copies of Other Reports	139138
	Section 6.5	Notice of Litigation and Other Matters	141139
	Section 6.6	Environmental Disclosure	142141
	Section 6.7	Electronic Delivery of Documents	143142
	Section 6.8	Patriot Act; KYC Information	144142
	Section 6.9	Lenders’ Meetings	144142
	 	 	 
	ARTICLE 7 NEGATIVE COVENANTS	144143
	 	 
	Section 7.1	Indebtedness of the Borrower and its Restricted Subsidiaries	144143
	Section 7.2	Limitation on Liens; Negative Pledge	149147
	Section 7.3	Amendment and Waiver	149148
	Section 7.4	Liquidation, Merger or Disposition of Assets	150148
	Section 7.5	Limitation on Guaranties	153151
	Section 7.6	Investments and Acquisitions	153151
	Section 7.7	Restricted Payments and Restricted Purchases	155154
	Section 7.8	Financial Covenants	157156
	Section 7.9	ERISA	157156
	Section 7.10	Affiliate Transactions	158156
	Section 7.11	Sale-Leaseback	158156
	Section 7.12	Restrictive Agreements	158157
	Section 7.13	Changes in Lines of Business; Material Property	159157
	Section 7.14	Control Agreements	159158


 






    -ii-


     


    

 


	Section 7.15	Limitation on Changes in Fiscal Year	159158
	Section 7.16	Use of Proceeds Covenant	160158
	Section 7.17	Permitted Activities of the Borrower and Intermediate Holdco	160158
	 	 	 
	ARTICLE 8 DEFAULT	160159
	 	 
	Section 8.1	Events of Default	160159
	Section 8.2	Remedies	164163
	Section 8.3	Payments Subsequent to Declaration of Event of Default	165164
	 	 	 
	ARTICLE 9 THE ADMINISTRATIVE AGENT	166164
	 	 
	Section 9.1	Appointment and Authorization	166165
	Section 9.2	Interest Holders	166165
	Section 9.3	Consultation with Counsel	166165
	Section 9.4	Documents	167165
	Section 9.5	Administrative Agent and Affiliates	167165
	Section 9.6	Responsibility of the Administrative Agent	167165
	Section 9.7	Action by the Administrative Agent	167166
	Section 9.8	Notice of Default or Event of Default	168167
	Section 9.9	Responsibility Disclaimed	169167
	Section 9.10	Indemnification	169168
	Section 9.11	Credit Decision	170168
	Section 9.12	Successor Administrative Agent	170169
	Section 9.13	Delegation of Duties	171170
	Section 9.14	Security Documents	171170
	Section 9.15	Collateral Actions	172171
	Section 9.16	Other Agents	172171
	Section 9.17	Certain ERISA Matters	172171
	Section 9.18	Interest Hedge Agreements, Other Hedging Agreements and Bank Products Documents	 174172
	Section 9.19	Intercreditor Agreements	174173
	 	 	 
	ARTICLE 10 CHANGE IN CIRCUMSTANCES AFFECTING ADVANCES	174173
	 	 
	Section 10.1	LIBORAdjusted
Term SOFR Basis Determination Inadequate or Unfair	174173
	Section 10.2	Illegality	175173
	Section 10.3	Increased Costs	175174
	Section 10.4	Effect On Other Advances	177175
	Section 10.5	Claims for Increased Costs and Taxes	177176
	Section 10.6	Effect of Benchmark Transition Event	178176
	 	 	 
	ARTICLE 11 MISCELLANEOUS	179178
	 	 
	Section 11.1	Notices	179178
	Section 11.2	Indemnity; Expenses; Limitation of Liabilities	184182
	Section 11.3	Waivers	186184
	Section 11.4	Set-Off	186185
	Section 11.5	Successors and Assigns	187185


 






    -iii-


     


    

 


	Section 11.6	Accounting Principles	194192
	Section 11.7	Counterparts	194193
	Section 11.8	Governing Law	194193
	Section 11.9	Severability	195193
	Section 11.10	Interest	195193
	Section 11.11	Table of Contents and Headings	195194
	Section 11.12	Amendment and Waiver	195194
	Section 11.13	Entire Agreement	198197
	Section 11.14	Other Relationships	198197
	Section 11.15	Directly or Indirectly	199197
	Section 11.16	Reliance on and Survival of Various Provisions	199197
	Section 11.17	Senior Debt	199198
	Section 11.18	Obligations Several	199198
	Section 11.19	Confidentiality	199198
	Section 11.20	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 200199
	Section 11.21	Acknowledgement Regarding Any Supported QFCs	201199
	Section 11.22	Release of Collateral; Guarantors	201200
	Section 11.23	Electronic Execution of Assignments and Loan Documents	202200
	Section 11.24	Judgment Currency	202201
	Section 11.25	Acceptable Intercreditor Agreement	203201
	Section 11.26	Conflicts	203202
	Section 11.27	Waiver of Sovereign Immunity	203202
	 	 	 
	ARTICLE 12 WAIVER OF JURY TRIAL	204202
	 	 
	Section 12.1	Waiver of Jury Trial; Waiver of Special, Exemplary, Punitive or Consequential Damages	204202



 






    -iv-


     


    

 


LOAN AGREEMENT


 


This Amended and Restated
Loan Agreement (this “Agreement”) is entered into as of February 5, 2021, by and among Whole Earth Brands, Inc., a
Delaware corporation (formerly Act II Global Acquisition Corp., a Cayman Islands exempted company) (the “Borrower”),
the lenders from time to time party hereto (together with their respective successors and permitted assigns, the “Lenders”)
and Toronto Dominion (Texas) LLC, as Administrative Agent (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower,
the Administrative Agent and the other parties thereto are party to the Existing Loan Agreement;


 


WHEREAS, pursuant to the Acquisition
Agreement (as defined below), the Borrower will acquire from the Sellers (as defined in the Acquisition Agreement) (collectively, the
“Sellers”) all of the issued and outstanding capital stock and certain assets of the entities identified in the Acquisition
Agreement (collectively, the “Target”) and assume certain liabilities of the Target (such acquisition and assumption,
together with the payment of fees and expenses in connection with the foregoing, the “Acquisition Transactions”); and


 


WHEREAS, pursuant
to the A&R Agreement (as defined herein), (a) the Cashless Option Lenders and the Additional Term Lender will make the Term Loans
on the Restatement Effective Date (as each such term is defined in the A&R Agreement), (b) the Replacement Revolving Lenders will
provide the 2021 Revolving Facility (as each such term is defined in the A&R Agreement) on and after the Restatement Effective Date
and (c) the Existing Loan Agreement is amended and restated on the terms set forth herein.


 


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


 


ARTICLE 1


 


DEFINITIONS AND INTERPRETATION


 


Section 1.1      Defined Terms. For the purposes of this Agreement (including the above recitals):


 


“A&R
Agreement” shall mean that certain Amendment and Restatement Agreement, dated as of February 5, 2021, amending and restating
the Existing CreditLoan Agreement and providing
for, among other things, the establishment of the 2021 Revolving Facility (as defined therein) and the making of the Term Loans.


 


“Acceptable
Intercreditor Agreement” shall mean, with respect to any Indebtedness, (a) an intercreditor agreement the terms of which
are consistent with market terms (as determined by the Borrower and the Administrative Agent in good faith) governing arrangements
for the sharing and subordination of liens and/or arrangements relating to the distribution of payments, as applicable, at the time
the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto or (b) any other
intercreditor agreement (which may take the form of a “waterfall” or similar provision) the terms of which are
reasonably acceptable to the Administrative Agent.


 






    -1-


     


    

 


“Acquisition” shall mean
(whether by purchase, exchange, issuance of stock or other equity or debt securities, merger, reorganization, amalgamation or any
other method) (a) any acquisition by the Borrower or any Restricted Subsidiary of the Borrower of any other Person, which Person
shall then become consolidated with the Borrower or any Restricted Subsidiary in accordance with GAAP; or (b) any acquisition by the
Borrower or any Restricted Subsidiary of the Borrower of all or substantially all of the assets of any other Person or assets that
form a business unit of such Person.


 


“Acquisition
Agreement” shall mean that certain Stock Purchase Agreement, dated as of December 17, 2020, by and among the Borrower and the
Sellers (together with all exhibits, schedules and disclosure letters thereto).


 


“Acquisition Transactions” shall have
the meaning set forth in the Preamble.


 


“Additional
Lender” shall mean, at any time, any bank, other financial institution or institutional investor or fund that, in each case,
is not an existing Lender and that agrees to provide any portion of any Refinancing Amendment Debt pursuant to a Refinancing Amendment
in accordance with Section 2.20.


 


“Additional
Term Lender” shall mean The Toronto-Dominion Bank, New York Branch, in its capacity as a Lender of Additional Term Loans.


 


“Additional
Term Loan” shall have the meaning assigned to such term in the A&R Agreement.


 


“Additional
Term Loan Commitment” shall mean the obligation of the Additional Term Lender to fund the Additional Term Loan, as set forth
on Schedule 5(a) hereof.


 


“Adjusted
Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term
SOFR Adjustment; provided that Adjusted Term SOFR as so determined shall not be less than the Floor.


 


“Administrative
Agent” shall mean Toronto Dominion (Texas) LLC, in its capacity as Administrative Agent for the Lenders and the Issuing Banks
and as collateral agent for the Secured Parties, or any successor Administrative Agent appointed pursuant to Section 9.12.


 


“Administrative
Agent’s Account” shall mean that certain deposit account with the following wire instructions: Bank of America, 100 West
33rd Street, New York, New York, USA, 10001, 026-009-593, BOFAUS3N, 6550-6-53000, Toronto-Dominion (Texas) LLC, 1 Vanderbilt
Avenue, New York, New York, USA 10017, Ref: Whole Earth Brands, Inc.


 






    -2-


     


    

 


“Administrative
Agent’s Office” shall mean the office of the Administrative Agent located at TD North Tower, 26th Floor, 77 King Street
West, Toronto, Ontario, Canada, M5K 1A2, or such other office as may be designated pursuant to the provisions of Section 11.1.


 


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


 


“Advance”
shall mean amounts advanced by the Lenders (or any of them, as applicable) to or for the benefit of the Borrower pursuant to Article
2 on the occasion of any borrowing and having the same initial Interest Rate Basis and Interest Period, as applicable, and any Request
for Advance or other borrowing hereunder; and “Advances” shall mean more than one Advance.


 


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


 


“Affected Lender” shall have the meaning
set forth in Section 10.5.


 


“Affiliate”
shall mean, with respect to a Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with,
such first Person. Without limiting the generality of the foregoing, a Person shall be deemed to be “controlled” by another
Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting powers
for the election of directors, managing general partners or equivalent governing body of such Person.


 


“Agreement”
shall mean this Amended and Restated Loan Agreement, as further amended, restated, supplemented, replaced or otherwise modified from time
to time in accordance with the terms and conditions hereof.


 


“All-In Yield”
shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue discount, upfront
fees, a LIBOR floor or Base Rate floor any interest rate
floors, or otherwise, in each case, incurred or payable by the Borrower or any of its Subsidiaries generally to all the lenders
of such Indebtedness; provided, that original issue discount and upfront fees shall be equated to an interest rate assuming a four-year
life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided,
further, that “All-In Yield” shall not include customary arrangement fees, structuring fees, commitment fees, underwriting
fees, amendment fees and similar fees (regardless of whether paid in whole or in part to any or all lenders of such Indebtedness) or other
fees not paid generally to all lenders of such Indebtedness.


 


“Anti-Corruption
Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the Credit Parties and their
Subsidiaries from time to time concerning or relating to bribery, corruption or money laundering, including, without limitation, the
United States Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010.


 






    -3-


     


    

 


“Anti- Money
Laundering Laws” shall mean all Applicable Laws, rules, and regulations of any jurisdiction applicable to the Credit Parties
and their Subsidiaries from time to time concerning or relating to money laundering and bank secrecy, including but not limited to the
Patriot Act.


 


“Applicable
Law” shall mean, in respect of any Person, all provisions of constitutions, statutes, rules, regulations and orders of any Governmental
Entity applicable to such Person from time to time, including, without limiting the foregoing, all Food and Drug Laws, ERISA, all Environmental
Laws, Data Protection Laws, and all orders, decisions, judgments and decrees of all courts and arbitrators in proceedings or actions to
which the Person in question is a party or by which it is bound.


 


“Applicable Margin
” shall mean a percentage per annum equal to (a) prior to the Restatement Effective Date, the Applicable
Margin as calculated under the Existing Loan Agreement without giving effect to the A&R Agreement, (b) from and after the Restatement
Effective Date, (i) with respect to Revolving Loans and Letters of Credit, (A) 2.75%, in the case of Base Rate Advances,
and (B) 3.75% in the case of LIBORSOFR Advances,
and (ii) with respect to Term Loans, (A) 3.50%, in the case of Base Rate Advances, and (B) 4.50% in the case of LIBORSOFR
Advances, (ciii) with respect to Incremental
Facility Loans, as set forth in the related Notice of Incremental Facility Commitment, and (div
) with respect to Other Loans, as set forth in the related Refinancing Amendment.


 


“Approved
Electronic Communications” shall mean any notice, demand, communication, information, document or other material writing that
any Credit Party provides to Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed
to the Administrative Agent or to the Lenders by means of electronic communications pursuant to Section 11.1(c); provided
, however, that Approved Electronic Communication shall exclude (i) any Notice of Incremental Facility Commitment,
any Request for Issuance of Letter of Credit and any other notice, demand, communication, information, document or other material relating
to a request for a new Loan, or a Conversion or Continuation of an existing Loan, (ii) any notice pursuant to Section 2.6 or Section
2.7 and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled
date therefor, and (iii) all notices of any Default or Event of Default.


 


“Approved
Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


 


“Assignment
and Assumption Agreement” shall mean any Assignment and Assumption Agreement substantially in the form of Exhibit A
attached hereto pursuant to which any Lender, as further provided in Section 11.5 , sells a portion of its Revolving
Commitments, Incremental Facility Commitments, if any, and/or Loans. 


 






    -4-


     


    

 


or
in respect of Investments to the extent such Investment was originally funded with and in reliance on the Available Amount and not exceeding
the amount of such Investment made using the Available Amount; plus (f) in the event that any Unrestricted Subsidiary designated
as such in reliance on the Available Amount after the Restatement Effective Date is redesignated as a Restricted Subsidiary or has been
merged or consolidated with or into or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary,
in each case after Restatement Effective Date, the fair market value of the Borrower’s Investment in such Subsidiary as of the
date of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness
associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or
conveyed (limited, to the extent that the designation of such Subsidiary as an Unrestricted Subsidiary constituted an Investment not
made entirely in reliance on the Available Amount, to the percentage of such fair market value that is proportional to the portion of
such Investment that was made in reliance on the Available Amount), plus (g) the amount of Declined Proceeds minus (h)
without duplication and without taking into account the usage of the Available Amount to be made at the applicable Available Amount Reference
Time, (i) the aggregate amount of any Investments made with the Available Amount pursuant to Section 7.6(n), and (ii) the aggregate
amount of any Restricted Payments or Restricted Purchases made with the Available Amount by a Credit Party or any Restricted Subsidiary
pursuant to Section 7.7(e), in each case, after the Restatement Effective Date and prior to the Available Amount Reference Time.


 


“Available Letter
of Credit Commitment” shall mean, at any time, the lesser of (a)(i) the lesser of (1) the Letter of Credit Commitments of all
Issuing Banks and (2) $15,000,000, minus (ii) all Letter of Credit Obligations then outstanding and (b) the Available Revolving
Commitment on such date.


 


“Available
Revolving Commitment” shall mean, as of any date, the amount by which (a) the Revolving Commitment in effect on such date
exceeds (b) the sum of (i) the Revolving Loans then outstanding and (ii) the aggregate amount of all Letter of Credit Obligations
and Swing Line Loans then outstanding.


 


“Available
Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x)
if such Benchmark is a term rate, any tenor for such Benchmark (or
payment period for interest calculated with reference to such Benchmark, as applicable,component
thereof) that is or may be used for determining the length of an Interest Periodinterest
period pursuant to this Agreement or
(y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used
for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as
of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of
“Interest Period” pursuant to Section 10.6(d).


 








    -6-


     


    

 


percent (0.50%), (c) LIBORAdjusted
Term SOFR for an Interest Period of one-month beginning on such day plus one percent (1.00%), and (d)(i) with respect to Revolving
Loans and Letters of Credit, zero percent (0.00%), and (ii) with respect to Term Loans, two percent (2.00%). The Base Rate is not necessarily
the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit.


 


“Base Rate Advance”
shall mean an Advance which the Borrower requests to be made as a Base Rate Advance or is Converted to a Base Rate Advance, in accordance
with the provisions of Section 2.2, which bears interest at the Base Rate Basis and which shall be in a principal amount of at
least $ 250,000 and an integral multiple of $50,000.


 


“Base Rate Basis”
shall mean a simple interest rate equal to the sum of (a) the Base Rate and (b) the Applicable Margin applicable to Base Rate Advances.
The Base Rate Basis shall be adjusted automatically as of the opening of business on the effective date of each change in the Base Rate
to account for such change, and, if applicable, shall also be adjusted to reflect changes of the Applicable Margin applicable to Base
Rate Advances as of the effective date of any such change in the Applicable Margin.


 


“Base Rate SOFR Determination Day”
as defined in the definition of “Term SOFR”.


 


“Benchmark”
shall mean, initially, USD LIBORAdjusted Term SOFR;
provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and
its related Benchmark Replacement Date have occurred with respect to USD LIBOR or the then-current Benchmarkreplacement
of the Benchmark has occurred pursuant to Section 10.6(a), then “Benchmark” shall
mean means the applicable Benchmark Replacement to the extent that such Benchmark
Replacement has replaced such prior benchmark rate pursuant to Section 10.6(a).
Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.


 


“Benchmark Replacement” shall mean, for
any Available Tenor, :


 


(a)        the
first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement
Date:


 


(a) the sum of: (i)
Term SOFR and (ii) the related Benchmark Replacement Adjustment;


 


(b1)       the
sum of: (i) Daily Simple SOFR and (ii)
the related Benchmark Replacement Adjustment;with any applicable adjustments to be included),
or


 


(c2)       the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a
replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated
credit facilities at such time and (ii) the related Benchmark Replacement Adjustment;


 



    -8-


     


    

 


provided
that, in the case of clause (a), such Unadjusted Benchmark Replacement is displayed on a screen or other information
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion. If the Benchmark
Replacement as determined pursuant to clause (a), (b) or (c) above would be less than the Floor, the Benchmark Replacement will be deemed
to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


(b)          If
the Benchmark Replacement as determined pursuant to the foregoing clauses (a)(1) or (a)(2) above would be less than the Floor (which,
for the avoidance of doubt, shall be calculated on the basis of the alternate benchmark rate plus any Benchmark Replacement Adjustment),
the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” shall mean, with respect to any replacement of the then- currentthen-current
Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted
Benchmark Replacement:


 


the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
that has been selected by (a)          for
purposes of clauses (a) and (b) of the definition of “Benchmark Replacement,” the first alternative set forth in the order
below that can be determined by the Administrative Agent:


 


(i)              the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor; 


 


(ii)           the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement
is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions
to be 


 


effective upon an index cessation event
with respect to such Benchmark for the applicable Corresponding Tenor; and


(b)          for
purposes of clause (c) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or
determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the
Administrative Agent and the Borrower for the applicable Corresponding Tenor giving
due consideration to (ia) any selection or recommendation
of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (iib)
any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated
syndicated credit facilities;.


 






    -9-


     


    

 


provided that,
in the case of clause (a) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement
Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


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


 


“Benchmark
Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:


 


(a)             
in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public
statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published
component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such
component thereof); or


 


(b)             
in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such
Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof)
to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles
for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference
to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such
component thereof) continues to be provided on such date.;


 


(b)             
in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or
publication of information referenced therein; or 


 






    -10-


     


    

 


(c)              
in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is
provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Early Opt -in Election is provided to the Lenders, written notice of objection to such Early Opt -in
Election from Lenders comprising the Required Lenders.


 


For the avoidance
of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but
earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred, in the case of clause the
preceding clauses (a) or and (b),
with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current
Available Tenors of such Benchmark (or the published component used in the calculation thereof).


 


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


 


(a)             
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(b)             
a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank
of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution
authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar
insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the
administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or
such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or


 


(c)             a public statement
or publication of information by the regulatory supervisor foror
on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof)
or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all
Available Tenors of such Benchmark (or such component thereof) are no longer
representativenot, or as of a specified future date will not be, representative or in
compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial
Benchmarks.


 






    -11-


     


    

 


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


 


“Benchmark
Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.6
and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any
Loan Document in accordance with Section 10.6.


 


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


 


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


 


“Benefit
Plan” shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of
ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”.


 


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


 


“Borrower” shall have the meaning set
forth in the Preamble.


 


“Business
Day” shall mean a day (a) excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or
required by law or other governmental action to close and (b) if such day relates to a borrowing of, a payment
or prepayment of principal of or interest on, a Continuation or Conversion of or into, or an Interest Period for, a LIBOR Advance
or a notice by the Borrower with respect to any such borrowing, repayment, prepayment, Continuation, Conversion or Interest Period, that
day is also a day on which dealings in U.S. Dollar deposits are carried out in the London interbank market;
provided that when used in connection with a SOFR Advance, Term SOFR or SOFR, the term “Business Day” shall also exclude
any day that is not a U.S. Government Securities Business Day.


 


“Camden Facility” shall mean the facility located
at 300 Jefferson Street, Camden, New Jersey, owned by Mafco Worldwide Corporation.


 






    -12-


     


    

 


portion of such Commitment and/or Loan bears to the aggregate amount of such Commitment and/or Loan (as each may be adjusted from time
to time as provided herein); and “Commitment Ratios” shall mean, with respect to any Commitment, or once funded, for any Loan,
the Commitment Ratios of all of the Lenders with respect to such Commitment and/or Loan.

 


“Commitments”
shall mean, collectively, the Revolving Commitment, the Term Loan Commitment and any Incremental Facility Commitment, and “Commitment”
shall mean any one of the foregoing Commitments; and provided, for greater certainty, that the commitments in respect of Letters
of Credit constitute part of the Revolving Commitment.


 


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


 


“Compliance
Certificate” shall mean a certificate, substantially in the form of Exhibit I attached hereto, signed on the Borrower’s
behalf by an Authorized Signatory, vice president of finance or controller of the Borrower, together with any schedules, exhibits or
annexes attached thereto delivered pursuant to Section 6.3.


 


“Conforming
Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base
Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous
definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments
of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback
periods, the applicability of Section 10.2, 10.3, 10.4 and 10.5 and other technical, administrative or operational matters) that the
Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of any
such rate or to permit the use and administration thereof by the Administrative Agent (or any Lender) in a manner substantially consistent
with market practice or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent , in consultation with the Borrower, determines that no market practice for the administration
of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).


 


“Consolidated
EBITDA” shall mean, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum of:


 


		(a)	Net Income (excluding any extraordinary gains and losses), plus



 


		(b)	to the extent deducted in determining Net Income, the sum of, without duplication:



 








    -15-


     


    

 





charge that is accounted for in a prior
period to the extent added back in the calculation of Consolidated EBITDA for any previous period and which does not otherwise reduce
Net Income for the current period; and (x) unrealized gains in such period resulting from obligations under Interest Hedge Agreements.


 


“Consolidated Net
Working Capital” shall mean the sum of total current assets (excluding cash and Cash Equivalents) and long-term accounts receivable
minus the sum of total current liabilities and long- term deferred revenue, in each case of the Borrower and its Restricted Subsidiaries
as set forth on the consolidated balance sheet of the Borrower as of the most recent period for which financial statements were required
to have been delivered pursuant to Section 6.1 and Section 6.2.


 


“Consolidated
Total Assets” shall mean, the consolidated total assets of the Borrower and its Restricted Subsidiaries as set forth on the
consolidated balance sheet of the Borrower as of the most recent period for which financial statements were required to have been delivered
pursuant to Section 6. 1 and Section 6.2.


 


“Consolidated Total Net Leverage Ratio”
shall mean, as of any date, the ratio of (a)(i) Total Debt outstanding on such date minus (ii) Unencumbered Cash to (b) LTM EBITDA.


 


“Continue,”
“Continuation” and “Continued” shall mean the continuation, as applicable, pursuant to Article
2 of a LIBORSOFR Advance as a LIBORSOFR
Advance, from one Interest Period to a different Interest Period.


 


“Control”
shall mean, with respect to a Person, possession by another Person, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such first Person, whether through the ability to exercise voting power, by contract or otherwise. The
words “Controlling” and “Controlled” have correlative meanings.


 


“Convert,”
“Conversion” and “Converted” shall mean a conversion pursuant to Article 2 of a LIBORSOFR
Advance into a Base Rate Advance or of a Base Rate Advance into a LIBORSOFR
Advance, as applicable.


 


“Copyright Security
Agreement” shall mean any Copyright Security Agreement, among any of the Credit Parties and the Administrative Agent, for the
benefit of the Secured Parties, and any similar agreement, in each case in form and substance reasonably satisfactory to the Administrative
Agent and as amended, restated, supplemented, replaced or otherwise modified from time to time.


 


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


 


“Covered Entity” shall mean any of the
following:



 








    -18-


     


    

 





Borrower has designated as no longer being
a “Disqualified Institution” by written notice delivered to the Administrative Agent from time to time. It is understood and
agreed that the Administrative Agent (i) shall not be responsible or have any liability for, or have any duty to ascertain, inquire into,
monitor or enforce compliance with, the provisions of the Loan Documents relating to Disqualified Institutions and (ii) shall not have
any liability with respect to or arising out of any assignment or participation of any Loan or Commitment, or disclosure of confidential
information, to any Disqualified Institution.


 


“Domestic
Subsidiary” shall mean any Restricted Subsidiary organized under the laws of any state or territory of the United States or
the District of Columbia.


 


“Drug” shall mean a product regulated
as a drug under the Food and Drug Laws.


 


“Early
Opt-in Election” shall mean, if the then-current Benchmark is USD LIBOR, the occurrence of: 


 


(a)          
a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other
parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as
a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as
a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and 


 


(b)          
the joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“Earn -Outs”
shall mean, with respect to any Person, obligations of such Person arising from a Permitted Acquisition or an Investment that are payable
to the sellers or their successors or assigns based on the achievement of specified financial results over time.


 


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


 


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


 


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


 


“Eligible
Assignee” shall mean: (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other
than (x) a natural Person or (y) the Borrower (except as permitted under Section 11.5(g)), or any of its Affiliates) approved
(each such 


 








    -23-


     


    

 


less than zero, the Federal Funds Rate shall be deemed to be zero for the purposes of this Agreement.


 


“Fee Letter”
shall mean that certain Fee Letter dated as December 17, 2020, among the Borrower, the Administrative Agent, TD Securities (USA) LLC
and The Toronto-Dominion Bank, New York Branch, as amended prior to the Restatement Effective Date.


 


“First
Amendment” means that certain First Amendment to Amended and Restated Loan Agreement, dated as of 15 June, 2022, among the Borrower,
the Guarantors, the Lenders party thereto and the Administrative Agent.


 


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


 


“First Lien Net
Leverage Ratio” shall mean, as of any date, the ratio of (a) (i) Total Debt outstanding on such date (other than any portion
of Total Debt that is unsecured or is secured solely by a Lien that ranks junior to the Liens securing the Obligations) minus (ii)
Unencumbered Cash to (b) LTM EBITDA.


 


“Fiscal Year”
and “Fiscal Quarter” shall mean, with respect to any Person, such Person’s fiscal years or fiscal quarters.


 


“Fixed Charge Coverage Ratio” shall mean,
at any time of determination, the ratio of (a) LTM EBITDA to (b) LTM Fixed Charges.


 


“Fixed Charges”
shall mean for any period, the sum of (without duplication) (a) the aggregate of all Interest Expense paid in cash during such period,
(b) scheduled payments of principal with respect to Indebtedness for Money Borrowed during such period (as such amounts with respect to
the Loans may be reduced by the application of prepayments pursuant to Section 2.8(i)), (c) cash income taxes (excluding property
taxes) of the Borrower and its Restricted Subsidiaries paid during such period, (d) Maintenance Capital Expenditures made during such
period and (e) Restricted Payments and Restricted Purchases under Section 7.7(c), (d), and (e) paid in cash (other
than Restricted Payments made to the Borrower or any Restricted Subsidiary by any Restricted Subsidiary of the Borrower) by the Borrower
and its Restricted Subsidiaries during such period.


 


“Flood Hazard
Property” shall mean any Mortgaged Real Estate located in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards.


 


“Floor”
shall mean the benchmark rate floor, if any, provided in this Agreement initially (as of the
execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD
LIBOR.,
initially a rate of interest equal to (a) with respect to Revolving Loans and Letters of Credit, zero percent (0.00%) per
annum, and (b) with respect to Term Loans, one percent (1.00%) per annum, in each case as such Floor may be modified
from time to time in connection with any Benchmark Replacement or any Conforming Changes related thereto.


 






    -29-


     


    

 


“Food and Drug Laws
” shall mean, collectively, (i) the Federal Food, Drug and Cosmetic Act, 21 U.S.C. 301 et seq., as amended from time to time, together
with any rules and regulations promulgated thereunder, and any similar law, and analogous foreign or state laws and their respective implementing
regulations, to the extent that such laws, rules or regulations regulate Food Products and/or Drugs, and (ii) any other applicable federal,
state and municipal, domestic and foreign law governing the safety, purity, labeling, distribution, and advertising of Food Products and/or
Drugs sold for consumption from time to time; and, in respect of all such laws, all rules, regulations and orders administered by the
U.S. Food and Drug Administration or any other Governmental Entity, in each case, which impose standards with respect to the safety and
marketing of Food Products and/or Drugs, including any such laws relating to the manufacture, labeling, packaging, transportation, distribution
or sale of such products.


 


“Food or
Drug Permit” shall mean any permit, clearance, consent, waiver, license, exemption, registration, authorization or other action
required under or issued, granted, given, authorized by or made pursuant to Food and Drug Laws.


 


“Food Product”
shall mean a product regulated as a food or dietary supplement under the Food and Drug Laws.


 


“Foreign Lender” shall have the meaning
set forth in Section 2.14(a)(ii).


 


“Foreign
Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established
or maintained outside the U.S. by the Borrower or any one or more of its Restricted Subsidiaries primarily for the benefit of employees
of the Borrower or such Restricted Subsidiaries residing outside the U.S., which plan, fund or other similar program provides, or results
in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and
which plan is not subject to ERISA or the Code.


 


“Foreign
Pledge Agreement” shall mean a pledge agreement, charge agreement or similar agreement executed by a Credit Party, granting
a Lien on Ownership Interests of a Foreign Subsidiary to secure the Obligations, governed by the law of the jurisdiction of organization
of such Foreign Subsidiary and in form and substance acceptable to the Administrative Agent.


 


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


 


“Fund”
shall mean any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 


 






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for the relevant period
ended on such date, including, in any event, interest expense with respect to any Indebtedness of such Person.


 


“Interest Hedge
Agreements” shall mean the obligations of any Person pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed
rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a
floating rate of interest on the same notional amount and shall include, without limitation, any “swap” within the meaning
of Section 1a(47) of the Commodity Exchange Act, interest rate swaps, caps, floors, collars and similar agreements.


 


“Interest
Hedge Bank” shall mean any Person that, at the time it enters into an Interest Hedge Agreement required or permitted under
this Agreement (or if any such Interest Hedge Agreement is in effect on the Restatement Effective Date, on such date), is the Administrative
Agent or a Lender or an Affiliate of the Administrative Agent or a Lender, in each case, in its capacity as a party to such Interest Hedge
Agreement.


 


“Interest Period” shall mean:


 


		(a)	in connection with any Base Rate Advance, the period beginning on the date such Advance is made or the
date on which such Base Rate Advance is Converted from a LIBORSOFR
Advance to a Base Rate Advance and ending on the earlier of the last Business Day of the calendar quarter in which such Advance is made
or the date on which such Base Rate Advance is Converted to a LIBORSOFR
Advance, provided, however, that if a Base Rate Advance is made or a LIBORSOFR
Advance is Converted to a Base Rate Advance on the last Business Day of any calendar quarter, it shall have an Interest Period ending
on, and its Payment Date shall be, the last Business Day of the following calendar quarter, and



 


		(b)	in connection with any LIBORSOFR
Advance, a period of one (1), three (3), or six (6) months (in each case subject to the availability thereof
determined by the Administrative Agent in its sole discretion), as selected by the Borrower or otherwise determined in accordance
with this Agreement.



 


Notwithstanding the foregoing, however, (i)
any applicable Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next
succeeding Business Day unless, with respect to LIBORSOFR
Advances only, such Business Day falls in another calendar month, in which case such Interest Period shall end on the first
preceding Business Day, (ii) any applicable Interest Period, with respect to LIBORSOFR Advances
only, which begins on a day for which there is no numerically corresponding day in the calendar month during which such Interest
Period is to end shall (subject to clause (i) above) end on the last day of such calendar month, and (iii) the Borrower shall not
select an Interest Period which extends beyond the applicable Maturity Date, or such earlier date as would interfere with the
Borrower’s obligations to make scheduled payments under Section 2.5, Section 2.8, or Section 2.17.
Interest shall be due and payable with respect to any Advance as provided in Section 2.3.


 






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“Interest
Rate Basis” shall mean the Base Rate Basis or LIBOR BasisAdjusted
Term SOFR, as appropriate.


 


“Intermediate
Holdco” shall mean Project Taste Intermediate LLC, a Delaware limited liability company.


 


“Internally
Generated Funds” shall mean funds of the Borrower and its Restricted Subsidiaries not constituting the proceeds of any Indebtedness
(other than Revolving Loans), issuance or other Disposition of Ownership Interests, asset Disposition, casualty, condemnation, or expropriation;
in each case, to the extent such proceeds are utilized by the Borrower and its Restricted Subsidiaries within thirty (30) days of the
receipt thereof and thereafter such proceeds shall constitute Internally Generated Funds.


 


“Investment”
shall mean, with respect to the Borrower or any of its Restricted Subsidiaries, (a) any loan, advance or extension of credit (other than
extensions of credit to customers or vendors in the ordinary course of business) by such Person to, or any Guaranty or other contingent
liability with respect to the Ownership Interests, Indebtedness or other obligations of, or any contributions to the capital of, any other
Person, or (b) any purchase or other acquisition by such Person of any interest in any Ownership Interests, limited partnership interests,
general partnership interest, or other securities of, or any debt of, another Person, other than an Acquisition. The amount of any Investment
shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but giving
effect to any returns or distributions of capital or repayment of principal actually received in case by such Person with respect thereto.


 


“IRS” shall have the meaning set forth
in Section 4.1(m)(i).


 


“ISDA Definitions”
shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“Issuing
Bank” shall mean (a) each of The Toronto-Dominion Bank, New York Branch and Truist Bank, and (b) any other Revolving Lender
from time to time designated by the Borrower as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent,
in which case the term “Issuing Bank” shall mean The Toronto-Dominion Bank, New York Branch, Truist Bank and each such Revolving
Lender, individually or collectively as the context shall require, and their respective successors and permitted assigns hereunder, in
such capacity. Each reference to the “Issuing Bank” shall be deemed a reference to the relevant Issuing Bank.


 






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“Lenders”
shall have the meaning set forth in the Preamble, and shall include Persons who become Lenders pursuant to any Incremental Facility, and
any assignee which becomes a Lender pursuant to and in accordance with Section 11.5.


 


“Letter of
Credit Commitment” shall mean, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit
hereunder (or any higher amount, not to exceed $15,000,000, as agreed from time to time, in writing, by the applicable Issuing Bank in
its sole discretion and notified in writing to the Administrative Agent). The initial amount of each Issuing Bank’s Letter of Credit
Commitment is set forth on Schedule 5(c), or if an Issuing Bank has entered into an Assignment and Assumption, the amount set forth
for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent.


 


“Letter of Credit
Obligations” shall mean, at any time, the sum of (a) an amount equal to the aggregate undrawn and unexpired amount (including
the amount to which any such Letters of Credit can be reinstated pursuant to the terms hereof) of the then outstanding Letters of Credit
and (b) an amount equal to the aggregate drawn, but unreimbursed drawings on any Letters of Credit. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be the maximum amount available to be drawn
under such Letter of Credit (not to exceed the stated amount thereof in effect at such time, or, with respect to any Letter of Credit
that, by its terms or the terms of any Request for Issuance of Letter of Credit related thereto, provides for one or more automatic increases
in the stated amount thereof, the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time). For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of
the ISP, article 29 of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce publication no. 600,
such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.


 


“Letters
of Credit” shall mean collectively, commercial Letters of Credit and Standby Letters of Credit issued by an Issuing Bank on
behalf of the Borrower or its Restricted Subsidiaries from time to time in accordance with the terms hereof.


 


“LIBOR”
shall mean for any Interest Period with respect to any LIBOR Advance the greater of (a) (i) with respect to Revolving Loans and Letters
of Credit, zero percent (0.00%), and (ii) with respect to Term Loans, one percent (1.00%), and (b) the following: 


 


(i)
the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the Reuters
Monitor Screen LIBOR01 (or such other page as may replace that page in that service) that displays an average LIBOR (or a comparable
successor rate which is approved by the Administrative Agent) for deposits in U.S. Dollars (for delivery on the first (1st) day of
such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 A.M. (London time) two
(2) Business Days prior to the first day of such Interest Period, or (ii) if the rate referenced in the preceding subsection (i)
does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate
determined by the Administrative Agent to be the offered rate on such other publicly available page or other service that displays
an average LIBOR (or any comparable successor rate which is approved by the Administrative Agent) rate for deposits in U.S. Dollars
(for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of
approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period, or


 






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(iii) if
the rate referenced in the preceding subsections (i) and (ii) are not available, the rate per annum determined by the Administrative Agent
as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in U.S. Dollars for delivery on the first day of
such Interest Period in same day funds in the approximate amount of the LIBOR Advance being made, Continued or Converted by the Borrower
and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to major banks in
the offshore U.S. Dollar market at their request at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day
of such Interest Period.


 


“LIBOR
Advance” shall mean an Advance which the Borrower requests to be made as a LIBOR Advance, which is Converted
from a Base Rate Advance to a LIBOR Advance, or which is reborrowed or Continued as a LIBOR Advance, in accordance with the provisions
of Section 2.2, which bears interest on a LIBOR Basis and which shall be in a principal amount
of at least $500,000 and in an integral multiple of $ 100,000. 


 


“LIBOR
Basis” shall mean a simple per annum interest rate (rounded upward, if necessary, to the nearest one-hundredth
(1/100th) of one percent) equal
to the sum of


 


(a) the quotient of (i) LIBOR
divided by (ii) one minus the LIBOR Reserve Percentage, if any, stated as a decimal, plus (b)
the Applicable Margin. The LIBOR Basis shall apply to Interest Periods of one (1), three (3), or six (6) months and, once determined,
shall remain unchanged during the applicable Interest Period, except for changes to reflect adjustments in the LIBOR Reserve Percentage
and, if applicable, the Applicable Margin as adjusted pursuant to the definition thereof. The LIBOR Basis for any LIBOR Advance shall
be adjusted as of the effective date of any change in the LIBOR Reserve Percentage and, if applicable, the Applicable Margin. The Borrower
may not elect an Interest Period in excess of six (6) months unless the Administrative Agent has notified the Borrower that each of the
Lenders (in such Lender’s discretion) has funds available to it for such Lender’s portion of the proposed Advance which are
not required for other purposes and that such funds are available to each Lender at a rate (exclusive of reserves and other adjustments)
at or below the LIBOR for such Advance and Interest Period. 


 


“LIBOR
Reserve Percentage” shall mean the percentage which is in effect from time to time under Regulation D of the
Board of Governors of the Federal Reserve System, as such regulation may be amended from time to time, as the maximum reserve requirement
applicable with respect to Eurocurrency Liabilities (as that term is defined in Regulation D), whether or not any Lender has any such
Eurocurrency Liabilities subject to such reserve requirement at that time.





 






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“Lien”
shall mean, with respect to any Property, any mortgage, lien, hypothec, pledge, collateral assignment, charge, security interest, title
retention agreement, levy, attachment, garnishment or other encumbrance of any kind in respect of such Property, whether created by statute,
contract, the common law or otherwise, and whether or not choate, vested or perfected.


 


“Limited Condition Transaction” shall
have the meaning specified in Section 1.7.


 


“Limited Condition
Transaction Agreement” shall have the meaning specified in Section 1.7.


 


“Limited Condition
Transaction Date” shall mean the date any Limited Condition Transaction is consummated.


 


“Loan
Documents” shall mean this Agreement (including any Refinancing Amendment), the Subsidiary Guaranty, the Notes, the
Security Documents, the A&R Agreement, the
First Amendment, any Acceptable Intercreditor Agreement to which any Credit Party is a party, the Fee Letter, all
Requests for Advance, all Requests for Issuance of Letters of Credit, all Notices of Conversions, Continuations or Prepayments, all
Notices of Incremental Facility Commitments, all Real Property Documentation, all Landlord Agreements, non-disturbance agreements,
bailee letters, mortgagee agreements or similar agreements, and all other documents and agreements executed or delivered by any
Credit Party in connection with or pursuant to this Agreement (other than the Acquisition Agreement or any documents and agreements
(other than those specified above) executed or delivered in connection with or pursuant to any Permitted Acquisition).


 


“Loans”
shall mean, collectively, the Revolving Loans, the Term Loans, the Swing Line Loans and any Incremental Facility Loans.


 


“LTM EBITDA”
shall mean, as of any date of determination, Consolidated EBITDA of the Borrower and its Restricted Subsidiaries as of the last day of
the most recently completed Test Period for which financial statements are available. Notwithstanding the foregoing, but subject to any
adjustment set forth in the definition of “Consolidated EBITDA” with respect to any calculations of LTM EBITDA occurring after
the Restatement Effective Date which include any of the Fiscal Quarters ending December 31, 2019, March 31, 2020, June 30, 2020 and September
30, 2020, the Consolidated EBITDA for such Fiscal Quarters included in LTM EBITDA, solely to the extent not already reflected in the calculation
thereof, shall be $18,538,000, $18,525,000, $ 20,031,000, and $24,866,000, respectively, and the LTM EBITDA for the Fiscal Quarter ending
December 31, 2020, shall be calculated after giving effect to the Acquisition Transactions on a Pro Forma Basis consistent with the calculation
of the foregoing deemed LTM EBITDA numbers.


 


“LTM
Fixed Charges” shall mean, as of any date of determination, Fixed Charges as of the last day of the most recently completed
Test Period. Notwithstanding the foregoing, for purposes of determining the Fixed Charge Coverage Ratio (a) with respect to any calculations
of LTM Fixed Charges occurring after the Restatement Effective Date and prior to the Test Period ending June 30, 2021, LTM Fixed Charges
shall be deemed to be


 






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undertaking, or taken together with other such acts, omissions, situations, statuses, events
or undertakings. “Material Adverse Effect” shall have a meaning correlative thereto.




 


“Maturity
Date” shall mean (a) the Revolving Maturity Date, the Term Loan Maturity Date the Swing Line Maturity Date or any Incremental
Term Loan Maturity Date, as appropriate or (b) such earlier date as payment of the Obligations in full shall be due (whether by acceleration,
reduction of the Revolving Commitments to zero or otherwise, in each case, in accordance with and subject to the terms and conditions
of this Agreement).


 


“Maximum Incremental
Facility Amount” shall mean, subject to Section 2.17 and as of any date of determination, the sum of (a)(i) the greater
of $67,500,000 and 75% of LTM EBITDA, minus (ii) the aggregate principal amount of the initial amount of each Incremental Facility
Commitment (including, without limitation, the Incremental Facility Commitment effected pursuant to the First
Amendment) made pursuant to (or made or issued in reliance on) Section 2.17 prior to such date in reliance on clause
(a)(i), provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed the amount determined
in accordance with clause (a)(i), plus (iii) the aggregate principal amount of Term Loans that were voluntarily prepaid
prior to the date of the applicable increase (limited, in the case of any voluntary prepayment in accordance with Section 11.5(g),
to the cash payment made by any Credit Party or Restricted Subsidiary therefor) (in each case, unless funded with Credit Agreement Refinancing
Debt or long-term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility (including Revolving
Loans hereunder))), plus (b) an additional amount so long as, in the case of this clause (b) after giving effect to such
increase, the Consolidated Total Net Leverage Ratio shall be less than or equal to 4.00:1.00, determined on a Pro Forma Basis as of the
last day of the Fiscal Quarter most recently ended (for which financial statements are available) prior to the date of the incurrence
of the applicable Incremental Facility, as if such Incremental Facility had been incurred (and, if incurred to finance a Permitted Acquisition,
Investment, Restricted Purchase or Restricted Payment, such transaction had been consummated) on the first day of the applicable Test
Period and calculated (x) without netting any of the cash proceeds of any such Incremental Facility in calculating such ratio; provided
that to the extent the proceeds thereof are used to repay Indebtedness, pro forma effect shall be given to such repayment of Indebtedness,
and (y) in the case of any Incremental Revolving Loans, assuming the full utilization thereof, whether or not actually utilized.


 


“Moody’s” shall mean Moody’s
Investors Service, Inc., or any successor thereto.


 


“Mortgage”
shall mean a charge, mortgage, deed of trust or debenture, as applicable, from the applicable Credit Party owning the real property subject
thereto, in form and substance reasonably satisfactory to the Administrative Agent, granting a Lien thereon to Administrative Agent, for
the benefit of the Secured Parties, to secure the Obligations.


 


“Mortgaged Real Estate”
shall mean all real property which, from time to time, is owned by a Credit Party and subject to a Mortgage.


 








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Revolving Lender’s pro rata
share of any amount described in Section 2.16 (whether in connection with the purchase of a participation in any Letter of Credit,
a request or deemed request for a Revolving Loan to satisfy the Borrower’s reimbursement obligations with respect to any Letter
of Credit, or otherwise) based on such Revolving Lender’s Revolving Commitment Ratio.


 


“Notes”
shall mean, collectively, the Revolving Loan Notes, the Term Loan Notes, the Swing Line Note, and the Incremental Facility Notes, if any.


 


“Notice
of Conversions, Continuations or Prepayments” shall mean a certificate designated as a “Notice of Conversions,
Continuations or Prepayments,” signed on the Borrower’s behalf by an Authorized Signatory of the Borrower requesting the
Continuation or Conversion of an Advance hereunder, or notifying the Administrative Agent of the intent of the Borrower to prepay
any Advance or reduce the Revolving Commitment or, if applicable the Incremental Facility Commitment for an Incremental Facility,
which certificate shall be in substantially the form of Exhibit G attached hereto, and shall, (a) specify the date of such
Continuation, Conversion, prepayment of the Advance or reduction of the Revolving Commitment or, if applicable, such Incremental
Facility Commitment, which shall be a Business Day, the amount of the Advance to be Converted, Continued or prepaid or the
commitment reduction, the Interest Rate Basis for the Advance, and, with respect to LIBORSOFR Advances,
the Interest Period of such LIBORSOFR Advance
to be Continued, Converted or prepaid by the Borrower and (b) with respect to a Continuation of or Conversion to a LIBORSOFR Advance,
state that there shall not exist, on the date of the requested Continuation, or Conversion and after giving effect thereto, a
Default or, if a Default will exist, describing in detail such Default.


 


“Notice of
Incremental Facility Commitment” shall mean any Notice of Incremental Facility Commitment executed in accordance with Section
2.17, which notice shall be substantially in the form of Exhibit H attached hereto and shall be delivered to the Administrative
Agent for distribution to the applicable Incremental Lenders.


 


“Obligations”
shall mean all payment and performance obligations of every kind, nature and description of the Borrower and the other Credit Parties,
and any other obligors to the Lenders, the Issuing Banks, any Indemnitees, Bank Products Banks, Interest Hedge Banks, Other Hedge Banks,
or the Administrative Agent, or any of them, (a) arising under this Agreement and the other Loan Documents (including, without limitation,
any interest, fees, expenses and other charges on the Loans or otherwise under the Loan Documents that would accrue but for the filing
of a bankruptcy action with respect to the Borrower or any of its Restricted Subsidiaries, whether or not such claim is allowed in such
bankruptcy action) as they may be amended from time to time, or (b) arising under any Interest Hedge Agreements and any Other Hedging
Agreements, in each case, permitted under Section 7.1(e), as such agreements may be amended from time to time; or (c) arising under
any Bank Products, as such agreements may be amended from time to time. Any other term or provision of this Agreement or any other Loan
Document to the contrary notwithstanding, the “Obligations”, “Secured Obligations,” or “Guaranteed Obligations”
of


 








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“Reference
Time” with respect to any setting of the then- current Benchmark shall mean (a) if such Benchmark is USD LIBOR,
11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (b) if such Benchmark is not
USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion.


 


“Refinanced Debt”
has the meaning assigned to such term in the definition of Credit Agreement Refinancing Debt.


 


“Refinanced Revolving
Debt” has the meaning assigned to such term in the definition of Credit Agreement Refinancing Debt.


 


“Refinanced Term
Debt” has the meaning assigned to such term in the definition of Credit Agreement Refinancing Debt.


 


“Refinancing Amendment” shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Additional
Lender that agrees to provide any portion of the Refinancing Amendment Debt being incurred pursuant thereto, in accordance with Section
2.20.


 


“Refinancing
Amendment Debt” shall mean any Credit Agreement Refinancing Debt that is incurred pursuant to a Refinancing Amendment.


 


“Register” shall have the meaning set
forth in Section 11.5(d).


 


“Rejection Notice” shall have the meaning
provided in Section 2.8(k).


 


“Related Person”,
with respect to any Permitted Holder, shall mean: (1) any spouse or immediate family member of such Permitted Holder, any trust created
for the benefit of such individual or such individual’s estate, executor, administrator, committee or beneficiaries; (2) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding all the interests
of which consist of such Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1) or (2) any wholly-owned
Subsidiary of such Permitted Holder and/or such other Persons referred to in the immediately preceding clause (1).


 


“Release”
shall mean any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the
air, soil, surface water or groundwater.


 


“Relevant Governmental
Body” shall mean the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any
successor thereto.


 






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“Replacement Lender” shall have the meaning
set forth in Section 2.2(e)(iv).


  


“Replacement
Revolving Commitments” shall mean revolving loan commitments to extend Credit Agreement Refinancing Debt other than Refinancing
Amendment Debt.


 


“Replacement
Term Loans” shall mean Credit Agreement Refinancing Debt in the form of term loans, other than Refinancing Amendment Debt.


 


“Repricing
Transaction” shall mean the refinancing or repricing by the Borrower of all or any portion of the Term Loans the primary purpose
of which is to reduce the All-In Yield applicable to the Term Loans (a) with the proceeds of any new or replacement tranche of credit
facility term loans incurred by the Borrower or any Subsidiary or (b) pursuant to any amendment to this Agreement (i) in either case,
having or resulting in an All-In Yield as of the date of such refinancing or repricing that is (and not by virtue of any fluctuation in
any “base rate”) less than the All-In Yield for the Term Loans being refinanced or repriced as of the date of such refinancing
or repricing and (ii) in the case of a refinancing of the Term Loans, the proceeds of which are used to repay, in whole or in part, the
principal of outstanding Term Loans, but excluding, in any such case, any refinancing or repricing of Term Loans in connection with any
“change of control” transaction, but including, in any case, any refinancing or repricing of Term Loans in connection with
any Acquisition or Investment.


 


“Request
for Advance” shall mean a certificate designated as a “Request for Advance,” signed on the Borrower’s
behalf by an Authorized Signatory, vice president of finance or controller of the Borrower requesting an Advance hereunder, which shall
be in substantially the form of Exhibit J attached hereto, and shall, (a) specify the date of the Advance, which shall be a Business
Day, the amount of the Advance, the Interest Rate Basis for the Advance, and, with respect to LIBORSOFR
Advances, the Interest Period selected by the Borrower, (b) if applicable, specify the Applicable Margin then in effect, (c) state that
the requirements of Section 3.2 have been satisfied and (d) with respect to any Incremental Facility Loans, state generally the
purposes for which such proceeds shall be utilized.


 


“Request for Issuance
of Letter of Credit” shall mean any certificate signed on the Borrower’s behalf by an Authorized Signatory, vice president
of finance or controller or officer with similar authority of the Borrower requesting that the applicable Issuing Bank issue a Letter
of Credit hereunder, which certificate shall be in substantially the form of Exhibit K attached hereto and shall, among other things,
state (a) the stated amount of the Letter of Credit, (b) the effective date for the issuance of the Letter of Credit (which shall be a
Business Day), (c) the date on which the Letter of Credit is to expire (which shall be a Business Day), (d) the Person for whose benefit
such Letter of Credit is to be issued, (e) that the requirements of Section 3.3 have been satisfied and (f) other relevant terms
of such Letter of Credit.


 


“Request for
Swing Line Loan” shall mean a certificate designated as a “Request for Swing Line Loan,” signed on the
Borrower’s behalf by an Authorized Signatory of the Borrower requesting a Swing Line Loan hereunder, which shall be in
substantially the form 


 






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including the exercise of an option, held by any employee or former employee, including their respective
beneficiaries, of the Borrower), (b) any payment of principal of, or interest on, or payment into a sinking fund for the retirement
of, or any defeasance of any Junior Debt, or (c) any management, consulting or similar fees, or any interest thereon, payable by the
Borrower or any of its Restricted Subsidiaries to any of their respective Affiliates (other than such fees and interest payable to
the Borrower or any of its Restricted Subsidiaries).


 


“Restricted
Purchase” shall mean any payment (including, without limitation, any sinking fund payment, prepayment or installment payment)
on account of the purchase, redemption, defeasance or other acquisition or retirement of any Ownership Interest in the Borrower or any
of its Restricted Subsidiaries, including, without limitation, any warrants or other rights or options to acquire shares of capital stock
or other Ownership Interests in the Borrower or of any of its Restricted Subsidiaries or any loan, advance, release or forgiveness of
Indebtedness by the Borrower or any of its Restricted Subsidiaries to any partner, shareholder or Affiliate (other than to the Borrower
or a Restricted Subsidiary of the Borrower) of any such Person.


 


“Restricted
Subsidiary” shall mean, as to any Person, any Subsidiary of such Person that is not an Unrestricted Subsidiary. As of the Restatement
Effective Date, each Subsidiary of the Borrower is a Restricted Subsidiary. Unless otherwise specified, “Restricted Subsidiary”
shall mean any Restricted Subsidiary of the Borrower.


 


“Revolving Commitment”
shall mean the several obligations of the Revolving Lenders to fund their respective portions of the Revolving Loans to the Borrower and
to acquire participations in Letters of Credit hereunder in accordance with their respective Revolving Commitment Ratios,
which as of the First Amendment Effective Date is in the aggregate sum of up to $75,000,000125,000,000,
pursuant to the terms hereof, andincluding (without duplication),
if any, the several obligations of the Lenders to fund their respective portions of the respective Incremental Revolving Loans to the
Borrower in accordance with their respective Incremental Facility Commitment Ratios in the aggregate sum of up to the respective Incremental
Facility Commitment pursuant to the terms hereof, as such obligations may be reduced from time to time, pursuant to the terms hereof,
or as otherwise adjusted from time to time in accordance with this Agreement, including pursuant to a Refinancing Amendment or pursuant
to Section 2.21.


 


“Revolving
Commitment Ratio” shall mean with respect to any Lender with an obligation to fund under the Revolving Commitment, the percentage
equivalent of the ratio which such Lender’s portion of the Revolving Commitment bears to the aggregate amount of the Revolving Commitment
(as each may be adjusted from time to time as provided herein); and “Revolving Commitment Ratios” shall mean, with
respect to the Revolving Commitment, Revolving Commitment Ratios of all the Lenders with respect to the Revolving Commitment. As of the
RestatementFirst Amendment Effective Date, the
Revolving Commitment Ratios of the Lenders party to this Agreement (together with the dollar amount of their respective portion of the
Revolving Commitment) are as set forth on Schedule 5(a) attached hereto, as modified by the First Amendment.


 






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“Revolving Lenders” shall mean those
Lenders having a Revolving Commitment.


 


“Revolving
Loans” shall mean, collectively, those SOFR Advances or Base Rate Advances made to the Borrower by the Revolving Lenders to the
Borrower pursuant to Section 2.1(a) or pursuant to Section 2.17 in respect of any Incremental Revolving Commitment or pursuant to any
Other Revolving Commitment or any Extended Revolving Commitment.


 


“Revolving
Loan Notes” shall mean, collectively, those certain Revolving Loan Notes dated as of the Restatement Effective Date or
the First Amendment Effective Date, as applicable, and issued to each of the Lenders with a Revolving Commitment who requests
such a Revolving Loan Note by the Borrower and any other promissory note issued by the Borrower to evidence the Revolving Loans pursuant
to this Agreement, each substantially in the form of Exhibit M attached hereto, and any extensions, renewals, or amendments to, or replacements
of, the foregoing.


 


“Revolving
Loans” shall mean, collectively, those LIBOR Advances or Base Rate Advances made to the Borrower by the Revolving
Lenders to the Borrower pursuant to Section 2.1(a) or pursuant to Section
2.17 in respect of any Incremental Revolving Commitment or pursuant to any Other Revolving Commitment or any Extended
Revolving Commitment.


 


“Revolving Maturity
Date” shall mean February 5, 2026, or such earlier date as payment of the Revolving Loans shall be due (whether by acceleration,
reduction of the Revolving Commitment to zero or otherwise, in each case, in accordance with and subject to the terms and conditions hereof);
provided that the reference to Revolving Maturity Date with respect to (i) any Incremental Revolving Commitment whose maturity
has been established pursuant to Section 2.17, (ii) any Extended Revolving Commitment whose maturity has been established pursuant
to Section 2.21 or (iii) any Other Revolving Commitment whose maturity has been established pursuant to a Refinancing Amendment,
as applicable, in each case, shall be the date to which such Revolving Maturity Date shall have been so extended or such maturity date
as so established.


 


“S&P”
shall mean Standard & Poor’s Ratings Services, a division of S&P Global Inc., or any successor thereto.


 


“Sale-Leaseback Transaction” shall have
the meaning set forth in Section 7.11.


 


“Sanctioned
Country” shall mean, at any time, a country, region or territory that is the subject of comprehensive Sanctions (at the time
of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine).


 


“Sanctioned
Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC
(including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S.
Department of State, or by the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s
Treasury, or other


 






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“Security
Interest” shall mean all Liens in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, created
hereunder or under any of the Security Documents to secure the Obligations.


 


“Sellers” shall have the meaning set
forth in the Preamble.


 


“SOFR”
shall mean, with respect to any Business Day, a rate per
annum equal to the secured overnight financing rate for such Business Day publishedas
administered by the SOFR Administrator on the SOFR Administrator’s Website on the immediately
succeeding Business Day.


 


“SOFR Administrator”
shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website Advance” shall mean the website
of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing
rate identified as such by the SOFR Administrator from time to time.an Advance (i) which
the Borrower requests to be made as a SOFR Advance, (ii) which is Converted from a Base Rate Advance to a SOFR Advance, or (iii) which
is reborrowed or Continued as a SOFR Advance, in accordance with the provisions of Section 2.2, which bears interest at a rate based
on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate” and which shall be in a principal
amount of at least $500,000 and in an integral multiple of $100,000.


 


“Solvency
Certificate” shall mean a certificate dated as of the Restatement Effective Date, substantially in the form of Exhibit D
attached hereto, signed on behalf of the Borrower by an Authorized Signatory, together with any schedules, exhibits or annexes appended
thereto.


 


“Solvent” shall mean, with respect to the Borrower and its Restricted Subsidiaries on a particular date, that on such date (a) the Fair
Value and Present Fair Salable Value of the assets of the Borrower and its Restricted Subsidiaries taken as a whole exceed their Stated
Liabilities and Identified Contingent Liabilities; (b) the Borrower and its Restricted Subsidiaries taken as a whole do not have Unreasonably
Small Capital; and (c) the Borrower and its Restricted Subsidiaries taken as a whole will be able to pay their Stated Liabilities and
Identified Contingent Liabilities as they mature. Capitalized terms used in this definition and not otherwise defined in this Agreement
shall have the meanings given to them in the Solvency Certificate.


 


“Specified Acquisition
Representations” shall mean (a) on the Restatement Effective Date, the representations and warranties made by or on behalf
of the Sellers and/or the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent
that the Borrower or its Affiliates have the right to terminate their obligations under the Acquisition Agreement or to decline to consummate
the Acquisition Transactions as a result of the failure of such representations or warranties to be true and correct and (b) after the
Restatement Effective Date, with respect to any Limited Condition Transaction Agreement, the representations made by or with respect
to the targets in the


 








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“Swing Line Commitment”
shall mean the commitment of the Swing Line Lender to make Swing Line Loans up to an aggregate amount outstanding at any time of $15,000,000.


 


“Swing Line
Lender” shall mean The Toronto-Dominion Bank, New York Branch, in its capacity as Swing Line Lender hereunder, together with
its permitted successors and assigns in such capacity.


 


“Swing Line
Loans” shall mean an Advance made by the Swing Line Lender for the account of the Borrower under the Swing Line Commitment.


 


“Swing Line
Maturity Date” shall mean the Revolving Maturity Date, or such earlier date as payment of the Swing Line Loans shall be due
(whether by acceleration, reduction of the Revolving Commitment to zero or otherwise).


 


“Swing Line Note”
shall mean that certain Swing Line Note in the aggregate original principal amount not to exceed the initial Swing Line Commitment, and
issued to the Swing Line Lender by the Borrower and any other promissory note issued by the Borrower to evidence the Swing Line Loans
pursuant to this Agreement substantially in the form of Exhibit O attached hereto and any extensions, renewals, or amendments
to, or replacements of, the foregoing.


 


“Syndication Agent” shall mean Truist
Securities, IncBank.


 


“Target” shall have the meaning set forth
in the Preamble.


 


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


 


“Term Lender”
shall mean, at any time, any Lender that has an unused Additional Term Loan Commitment or that holds Term Loans at such time, or both.


 


“Term Loan
Commitment” shall mean any Additional Term Loan Commitment, Incremental Term Commitment or Other Term Loan Commitment.


 


“Term Loan
Maturity Date” shall mean shall mean February 5, 2028, or such earlier date as payment of the Term Loans shall be due (whether
by acceleration or otherwise, in each case, in accordance with and subject to the terms and conditions hereof); provided that the
reference to Term Loan Maturity Date with respect to Extended Term Loans whose maturity has been established pursuant to Section 2.21
and with respect to Other Term Loan Commitments whose maturity has been established pursuant to a Refinancing Amendment, as applicable,
in each case, shall be the date to which such Term Loan Maturity Date shall have been so extended or such maturity date as so established.


 


“Term
Loan Notes” shall mean, collectively, those certain Term Loan Notes dated as of the Restatement Effective Date issued to
each of the Lenders with outstanding Term Loans who requests such a Term Loan Note by the Borrower and any other promissory note
issued by the Borrower to evidence the Term Loans pursuant to this Agreement, each substantially in the form of Exhibit N
attached hereto, and any extensions, renewals, or amendments to, or replacements of, the foregoing.


 






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“Term Loans”
shall mean, collectively, (a) the amounts (i) advanced on the Restatement Effective Date by the Additional Term Lender to the Borrower
under the Additional Term Loan Commitment as Base Rate Advances or LIBOR Advances, not to exceed the
amount of the Additional Term Loan Commitment or (ii) exchanged on the Restatement Effective Date by the Cashless Option Lenders for
Term Loans hereunder pursuant to the A&R Agreement and Section 2.1(b) and, in each case, evidenced by the Term Loan Notes,
as applicable, (b) if any, the Incremental Facility Loans (including New Term Loans), (c) if any, the Extended Term Loans and (d) if
any, the Other Term Loans. The aggregate principal amount of Term Loans on the Restatement Effective Date was $375,000,000.


 


“Term SOFR” shall mean,


 


for
the applicable Corresponding Tenor as of the applicable Reference Time, the forward- looking term rate based on SOFR that has
been selected or recommended by the Relevant Governmental Body.(a) for any calculation with
respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day,
the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such
Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New
York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the
Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR
will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government
Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as
such first preceding U. S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior
to such Term SOFR Determination Day, and


 


(b) for any
calculation with respect to a Base Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day,
the “Base Rate SOFR Determination Day”) that is two (2) U. S. Government Securities Business Days prior to such day, as such
rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any
Base Rate SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR
Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business
Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding
U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Base Rate
SOFR Determination Day.


 






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“Term
SOFR Adjustment” means a percentage per annum as set forth below for the corresponding Interest Period:


 


	Interest
    Period	 	Percentage	 
	One month	 	0.10	%
	Three months	 	0.15	%
	Six months	 	0.25	%




 


“Term
SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference
Rate selected by the Administrative Agent in its sole discretion).


 


“Term SOFR Determination Day”
as defined in the definition of “Term SOFR”.


 


“Term SOFR Reference Rate” means
the forward-looking term rate based on SOFR.


 


“Test Period”
shall mean the most recently ended four (4) Fiscal Quarter period for which financial statements have been delivered to the Administrative
Agent pursuant to Section 6.1 or 6.2, as applicable (or with respect to periods prior to the first Fiscal Quarter for which
financial statements pursuant to such Sections have been delivered, the four (4) consecutive Fiscal Quarters of the Target then last ended).


 


“Total Debt”
shall mean, for the Borrower and its Restricted Subsidiaries on a consolidated basis as of any date, the sum (without duplication) of
(x) the principal amount of all Indebtedness for Money Borrowed and (y) the aggregate Indebtedness constituting Earn- Outs then due and
payable (to the extent not constituting Specified Earn-Outs), in each case, of the Borrower and its Restricted Subsidiaries determined
in accordance with GAAP.


 


“Trademark
Security Agreement” shall mean any Trademark Security Agreement among any Credit Party and the Administrative Agent, for the
benefit of the Secured Parties, or similar agreements, each in form and substance reasonably satisfactory to the Administrative Agent,
in each case, as amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Transactions” shall have the meaning
set forth in the A&R Agreement.


 


“Type”
(i) with respect to any reference to a “Type” of Commitment, shall mean a Revolving Commitment, an Additional Term Loan
Commitment, a Swing Line Commitment, an Incremental Term Commitment, or an Incremental Revolving Commitment and (ii) with respect to
any reference to a “Type” of Loan, shall mean a Revolving Loan, Additional Term Loan, Swing Line Loan, Incremental Term
Loan, New Term Loan, or Incremental Revolving Loans. Incremental Term Loans, Incremental Revolving Commitments, and New Term Loans
that have different terms and conditions (together with the Commitments in respect thereof) shall be construed to be in different
Types.


 






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“UCC” shall have the meaning set forth
in Section 1.2.


 


“UK Financial
Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time)
promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended
from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment
firms, and certain affiliates of such credit institutions or investment firms.


 


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


 


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


 


“Unencumbered Cash”
shall mean unrestricted and unencumbered (other than any Liens granted under the Loan Documents, Liens permitted under any applicable
account control agreement executed in connection with this Agreement and, for the accounts described in Section 7.14(a), (b)
and (c), Liens under clause (i) of the definition of Permitted Liens) cash and Cash Equivalents of Borrower and its Restricted
Subsidiaries, on a consolidated basis, that are either held (x) in a pledged deposit or securities account that is located in the U.S.
or (y) in a deposit or securities account that is located outside the U.S. to the extent such cash and Cash Equivalents is not prohibited
or delayed by Applicable Law of an applicable non- US jurisdiction from being repatriated to the Borrower or any other Subsidiary that
is not subject to any such prohibition or delay.


 


“Unrestricted
Subsidiary” shall mean (a) any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary after the
Restatement Effective Date pursuant to Section 5.11 and (b) any Subsidiary of any Person described in clause (a) above.


 


“U.S.” shall mean the United States of
America.


 


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


 


“U.S. Government Securities
Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and
Financial Markets Association requires, authorizes or recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in United States government securities.


 







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“U.S. Special Resolution Regimes” shall
have the meaning set forth in Section 11.21.


 





“USD LIBOR”
shall mean the London interbank offered rate for U.S. Dollars.


 


“Voluntary
Prepayment” shall mean a prepayment made in any Fiscal Year of the Borrower pursuant to Section 2.7 of principal of
(a) the Term Loans to the extent that such prepayment (i) reduces the scheduled installments of principal due in respect of Term Loans
as set forth in Section 2.8 in any subsequent Fiscal Year and (ii) did not occur in connection with a refinancing of such Term
Loans and (b) the Revolving Loans to the extent such prepayments are accompanied by a permanent reduction of the Revolving Commitment,
in each case of clauses (a) and (b), so long as such prepayments are made with Internally Generated Funds.


 


“Weighted Average
Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the
remaining aggregate principal amount of such Indebtedness into (b) the sum of the total of the products obtained by multiplying (i) the
amount of each scheduled installment, sinking fund, serial maturity or other required payment of principal including payment at final
maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date
and the making of such payment, in each case of clauses (a) and (b), without giving effect to the application of any prior prepayment
to such installment, sinking fund, serial maturity or other required payment of principal.


 


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


 


“Withholding Agent” shall mean any Credit
Party and the Administrative Agent.


 


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


 


Section
1.2 Other Definitional Provisions. All definitions contained in the Loan Documents are equally applicable to the singular
and plural forms of the terms defined. Unless the context clearly states otherwise, the use of “include” or
“including” shall be by way of example rather than by limitation. The words “hereof,”
“herein” and “hereunder” and words of similar import in any Loan Document refer to such Loan
Document as a whole and not to any particular provision of such Loan Document. The term “continuing,” “ continuation”
or “continuance” shall mean, in reference to any Default or Event of Default that has occurred, that such Default
or Event of Default has not been either cured or waived in writing by the Required Lenders or all Lenders, as applicable, in
accordance with Section 11.12. Unless otherwise specified, all Article and Section references in any Loan Document pertain to
such Loan Document. Terms used herein or in any Security Document that are defined in Article 9 of the Uniform Commercial Code in
effect in the State of New York on the Restatement Effective Date (the “UCC”), unless otherwise defined herein or
in such Security Document, shall have the meanings specified in the UCC. All references in any Loan Document to any agreement shall
be deemed to mean and refer to such agreement as it may be amended, restated, modified or supplemented from time to time, except as
otherwise expressly provided in such reference or otherwise expressly prohibited by the terms of such Loan Document, including,
without limitation (with respect to this Agreement), pursuant to Section 7.3. The preamble and recitals to any Loan Document
are incorporated in such Loan Document by reference.


 






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Section 1.3 DivisionsRates.
The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation
of, administration of, submission of, calculation of or any other matter related to Base Rate, the Term SOFR Reference Rate, Adjusted
Term SOFR, Federal Funds Rate, Daily Simple SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition
thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition
or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or
produce the same value or economic equivalence of, or have the same volume or liquidity as, any such rate or any other Benchmark prior
to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative
Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR
Reference Rate, Term SOFR, Daily Simple SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark
Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select
information sources or services in its reasonable discretion to ascertain Base Rate, the Term SOFR Reference Rate, Term SOFR, Daily Simple
SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to
the Borrower or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation
of any such rate (or component thereof) provided by any such information source or service.


 


Section
1.4 Divisions


 


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


 


Section
1.4 Disclaimer of Liability on the LIBOR Successor Rate. The interest rate on LIBOR Advances
is calculated by reference to LIBOR. LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings
from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of
2021, it would no longer persuade or compel contributing banks to make rate submissions to the IBA for purposes of IBA setting LIBOR.
As a result, it is possible that commencing in 2022, LIBOR may no longer be available or may no longer be deemed an appropriate reference
rate upon which to determine the interest rate on Loans where the interest rate is calculated by reference to LIBOR. In light of this
eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be
used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, Section 10.6
provides a mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower,
pursuant to Section 10.6, of any change to the reference rate upon which the interest rate on
LIBOR Advances is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability
with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the
definition of LIBOR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation,
(i) any such alternative, successor or replacement rate implemented pursuant to Section 10.6,
whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark
Replacement Conforming Changes pursuant to Section 10.6), including without limitation, whether
the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the
same value or economic equivalence of, LIBOR or have the same volume or liquidity as did the London interbank offered rate prior to its
discontinuance or unavailability.


 


Section 1.5 Pro Forma Calculations and Adjustments.


 


		(a)	For purposes of calculating the compliance of any transaction with any provision hereof
that requires such compliance to be on a “Pro Forma Basis”, such transaction shall be deemed to have occurred (other
than for purposes of calculating Excess Cash Flow) as of the first day of the most recently ended Test



 






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		(d)	The Letters of Credit. Subject to the terms and conditions of this Agreement,
each Issuing Bank agrees to issue Letters of Credit for the account of the Borrower or any Restricted Subsidiary thereof pursuant to Section
2.16 in an aggregate amount at the time of issuance of any Letter of Credit hereunder not to exceed the lesser of (i) the Available
Letter of Credit Commitment then in effect and (ii) the Letter of Credit Commitment of such Issuing Bank.



 


		(e)	Swing Line Loans. The Swing Line Lender agrees, on the terms and conditions of this Agreement,
and from time to time prior to the Swing Line Maturity Date to make Advances to the Borrower on any Business Day in amounts which do not
exceed, in the aggregate, at the time of any Advance under the Swing Line Commitment, the amount of such Swing Line Lender’s Swing
Line Commitment. Subject to the terms and conditions hereof, Advances under the Swing Line Commitment may be repaid and reborrowed from
time to time on a revolving basis.



 


		(f)	Incremental Facility Loans. Each Lender having an Incremental Facility Commitment,
severally and not jointly, hereby agrees, subject to the terms and conditions and relying upon the representations and warranties set
forth herein and in the applicable Notice of Incremental Facility Commitment, to make Incremental Facility Loans to the Borrower, in an
aggregate principal amount not to exceed its Incremental Facility Commitment. Subject to the terms, conditions and limitations set forth
herein and in each applicable Notice of Incremental Facility Commitment, the Borrower may borrow, pay or prepay and reborrow Incremental
Revolving Loans. Amounts paid or prepaid in respect of Incremental Term Loans may not be reborrowed.



 


Section 2.2 Manner of Borrowing and Disbursements.


 


		(a)	Choice of Interest Rate, Etc. All Advances shall be made in U.S. Dollars only
and shall, at the option of the Borrower, be made as a LIBORSOFR
Advance or Base Rate Advance, as specified in each Request for Advance therefor; provided, however, at such time as there
shall have occurred and be continuing an Event of Default hereunder, the Borrower shall not have the right to receive or Continue a LIBORSOFR
Advance. Any notice given to the Administrative Agent in connection with a requested Advance hereunder shall be given to the Administrative
Agent prior to 11:00 A.M. (New York, New York time) in order for such Business Day to count toward the minimum number of Business Days
required in this Section 2.2. LIBORSOFR
Advances shall in all cases be subject to Section 2.3(e) and Article 10.



 


		(b)	Base Rate Advances.



 


		(i)	Advances. The Borrower shall give the Administrative Agent, in the case of
Base Rate Advances, at least one (1) Business Day’s prior written notice prior to 11:00 A.M. (New York, New York time) on such date
that notice is given, in each case in the form of a Request for Advance or prior telephonic notice followed immediately
by a Request for Advance; provided, however, that the Borrower’s failure to confirm any telephonic notice with a Request
for Advance shall not invalidate any notice so given if acted upon by the Administrative Agent; provided, further that any
notice with respect to a Base Rate Advance under the Swing Line Commitment may be delivered prior to 11:00 A.M. (New York, New York time)
on the date of such Advance.



 







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		(ii)	Repayments and Conversions. The Borrower may (A) repay or prepay a Base Rate Advance without regard
to its Payment Date, (i) with respect to Base Rate Advances that are Revolving Loans, at any time without prior written notice, and (ii)
with respect to Base Rate Advances that are Term Loans, upon prior written notice in the form of a Notice of Conversions, Continuations,
or Prepayments received prior to 11:00 A.M. (New York, New York time) one (1) Business Day prior to such repayment or prepayment or telephonic
notice followed immediately by a Notice of Conversions, Continuations, or Prepayments, (B) Continue all or a portion of the principal
amount of any Base Rate Advance (other than a Swing Line Loan) as a Base Rate Advance upon prior written notice in the form of a Notice
of Conversions, Continuations, or Prepayments received prior to 11:00 A.M. (New York, New York time) one (1) Business Day prior to such
continuance, (C) upon at least three (3) Business Days’ prior written notice, prior to 11:00 A.M. (New York, New York time) on such
date that notice is given, in the form of a Notice of Conversions, Continuations, or Prepayments, or telephonic notice followed immediately
by a Notice of Conversions, Continuations, or Prepayments, Convert all or a portion of the principal of any Base Rate Advance (other than
a Swing Line Loan) as one or more LIBORSOFR Advances,
or (D) elect to not reborrow all or any portion of a Base Rate Advance. On the date indicated by the Borrower, such Base Rate Advance
shall be so Continued or Converted, as applicable. The failure to give timely notice hereunder with respect to the Payment Date of any
Base Rate Advance (other than a Swing Line Loan) shall be considered a continuation of a Base Rate Advance.



 


		(c)	LIBORSOFR
Advances.



 


		(i)	Advances. Upon request of the Borrower, the Administrative Agent, whose determination
shall be conclusive absent manifest error, shall determine the LIBOR BasisAdjusted
Term SOFR rate and shall notify the Borrower of such LIBOR Basisrate.
The Borrower shall give the Administrative Agent, in the case of LIBORSOFR
Advances, at least three (3) U.S. Government Securities Business Days’ irrevocable prior
written notice prior to 11:00 A.M. (New York, New York time) on such date that notice is given, in the form of a Request for Advance or
prior telephonic notice followed immediately by a Request for Advance; provided, however, that the Borrower’s failure
to confirm any telephonic notice with a Request for Advance shall not invalidate any notice so given if acted upon by the Administrative
Agent. Upon receipt of each such notice from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone (followed
by telecopy) or telecopy of the contents thereof.



 







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		(ii)	Conversions and Continuations. Prior to 11:00 A.M. (New York, New York time)
at least three (3) U.S. Government Securities Business Days prior to the Payment Date for each
LIBORSOFR Advance, the Borrower shall give the
Administrative Agent irrevocable prior written notice in the form of a Notice of Conversions, Continuations or Prepayments or prior telephonic
notice followed promptly by a Notice of Conversions, Continuations or Prepayments specifying whether (A) all or a portion of such LIBORSOFR
Advance is to be Continued in whole or in part as one or more LIBORSOFR
Advances, (B) all or a portion of such LIBORSOFR
Advance is to be Converted in whole or in part as a Base Rate Advance, or (C) all or a portion of such LIBORSOFR
Advance is to be repaid. The failure to give such notice shall be considered a request to Continue such LIBORSOFR
Advance with a period of one (1) month. Upon such Payment Date such LIBORSOFR
Advance will, subject to the provisions hereof, be so Continued, Converted or repaid, as applicable. Upon receipt of each such notice
from the Borrower, the Administrative Agent shall promptly notify each Lender by telephone (followed by telecopy) or telecopy of the contents
thereof.



 


		(d)	Notification of Lenders. Upon receipt of a Request for Advance or a Notice of Conversions, Continuations
or Prepayments from the Borrower with respect to any outstanding Advance prior to the Payment Date for such Advance, the Administrative
Agent shall promptly but no later than the close of business on the day of such notice notify each Lender by telephone (followed promptly
by telecopy) or telecopy of the contents thereof and the amount of such Lender’s portion of the Advance. Each Lender shall, not
later than 2:00 P.M. (New York, New York time) on the date of borrowing specified in such notice, make available to the Administrative
Agent at the Administrative Agent’s Account, or at such other account as the Administrative Agent shall designate, the amount of
its portion of any Advance which represents an additional borrowing hereunder in immediately available funds.



 


		(e)	Disbursement.



 


Promptly on the date of an Advance hereunder
(other than in connection with a Continuation or Conversion), the Administrative Agent shall, subject to the satisfaction of the conditions
set forth in Section 3.2, disburse the amounts made available to the Administrative Agent by the Lenders in like funds by (A)
transferring the amounts so made available by wire transfer pursuant to the Borrower’s instructions, or (B) in the absence of such
instructions, crediting the amounts so made available to the account of the Borrower set forth herein below (or such other account as
the Borrower shall direct in writing):


 







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	 	Bank Name:	BANK OF AMERICA, N.A., IL
	 	Bank Address:	135 S. LASALLE STREET 
	 	 	CHICAGO, IL 60602 USA
	 	Account Name:	WHOLE EARTH BRANDS, INC.
	 	Routing Number:	071000039
	 	Account Number:	8670717353
	 	Address:	125 S. WACKER DRIVE, SUITE 3150
	 	 	 CHICAGO, IL 60606 USA




 


		(i)	Unless the Administrative Agent shall have received notice from a Lender prior to 2:00 P.M. (New York,
New York time) (A) in the case of a Base Rate Advance, on the date of such Advance or (B) in the case of a LIBORSOFR
Advance, two (2) U.S. Government Securities Business Days prior to the date of such Advance, that
such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Advance, the Administrative
Agent may assume that such Lender has made or will make such portion available to the Administrative Agent on the date of such Advance
and the Administrative Agent may (although it is not its current practice to do so) in its sole discretion and in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If and to the extent the Lender does not make such ratable portion
available to the Administrative Agent, such Lender agrees to repay to the Administrative Agent on demand such corresponding amount together
with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to
the Administrative Agent, at the Federal Funds Rate.



 


		(ii)	If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid
shall constitute such Lender’s portion of the applicable Advance for purposes of this Agreement. If such Lender does not repay such
corresponding amount within one (1) Business Day of the Administrative Agent’s demand therefor, the Administrative Agent shall notify
the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, with interest at the Interest
Rate Basis applicable to such Advance; which payment may be made by an Advance of a Revolving Loan. The failure of any Lender to fund
its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the
Advance on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender.



 


		(iii)	In the event that a Lender for any reason becomes a Defaulting Lender, then, until
such time as such Defaulting Lender ceases to be a Defaulting Lender in accordance with Section 2.2(e)(v), (A) such Defaulting
Lender shall not have the right to vote, unless such Defaulting Lender is a Defaulting Lender solely under subclause (e) of the definition
thereof and the bankruptcy court has issued an order which reaffirms such Defaulting



 







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		(v)	If the Borrower, the Administrative Agent and each Issuing Bank agree in writing that a Lender is no longer
a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such
notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding
Revolving Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the
Revolving Loans and funded and unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with the
applicable Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender
to non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender.



 


Section 2.3           Interest.





 


		(a)	On Base Rate Advances. Interest on each Base Rate Advance shall be computed
on the basis of a year of 365/366 days (360 days to the extent based on the Federal Funds Rate) for the actual number of days elapsed
(which shall include the first day of such Interest Period but exclude the last day) and shall accrue daily and be payable in U.S. Dollars
at the Base Rate Basis or, if applicable, the Benchmark Replacement, for such Advance plus
the Applicable Margin with respect thereto, in arrears on the applicable Payment Date. Interest on Base Rate Advances then
outstanding shall also be due and payable in U.S. Dollars on the applicable Maturity Dates.



 


		(b)	On LIBORSOFR
Advances. Interest on each LIBORSOFR Advance
shall be computed on the basis of a 360-day year for the actual number of days elapsed (which shall include the first day of such Interest
Period but exclude the last day). Interest on each LIBORSOFR
Advance shall accrue and be payable in U.S. Dollars at the LIBOR Basisa
rate per annum equal to Adjusted Term SOFR or, if applicable, the Benchmark Replacement, for such Advance  plus
the Applicable Margin with respect thereto, in arrears on the applicable Payment Date, and, in addition, if the Interest
Period for a LIBORSOFR Advance exceeds three
(3) months, interest on such LIBORSOFR Advance
shall also be due and payable in arrears on every three-month anniversary of the beginning of such Interest Period. Interest on LIBORSOFR
Advances then outstanding shall also be due and payable in U.S. Dollars on the applicable Maturity Dates.



 


		(c)	Interest if no Notice of Selection of Interest Rate Basis. If the
                                                               Borrower fails to give the Administrative Agent timely notice of its selection of an Interest Rate Basis, or if for any reason a
                                                               determination of a LIBOR BasisAdjusted Term SOFR for
any Advance is not timely concluded, the Base Rate Basis shall apply to such Advance. In the event the Borrower fails to specify an Interest
Period for any LIBORSOFR Advance in the applicable
Request for Advance or Notice of Conversions, Continuations or Prepayments, the Borrower shall be deemed to have selected an Interest
Period of one (1) month.



 







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		(d)	Interest Upon Default. Immediately upon the occurrence and during the continuance
of an Event of Default under Section 8.1(b), (f) or (g), the Borrower shall pay interest on past due amounts hereunder
outstanding at the Default Rate. Such interest shall be payable by the Borrower on written demand of the Administrative Agent or, if not
sooner demanded, on the next Payment Date and shall accrue from the occurrence of such Event of Default until the earliest of (i) cure
or waiver of the applicable Event of Default, (ii) agreement by the Required Lenders to rescind the charging of interest at the Default
Rate, and (iii) Payment in Full of the Obligations.



 


		(e)	LIBORSOFR
Advances. At no time may the number of outstanding LIBORSOFR
Advances exceed eight (8); provided that after the establishment of any new tranche of Loans pursuant to an Extension
or a Refinancing Amendment, such number of LIBORSOFR
Advances shall increase by two (2) for each such new tranche of Loans so established.





 


Section 2.4            Fees.





 


		(a)	Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each
of the Lenders in accordance with its respective Revolving Commitment Ratio, a commitment fee equal to the Available Revolving Commitment
(less any outstanding Letters of Credit but not any Swing Line Loans for purposes of this calculation) multiplied by one-half of one percent
(0.50%) per annum; provided that the Borrower shall not be required to pay any amount described in this Section 2.4(a)
for the account of any Defaulting Lender for any period during which such Lender is and continues to be a Defaulting Lender. Such commitment
fees shall be computed on the basis of a 360-day year for the actual number of days elapsed (which shall include the first day of such
period but exclude the last day), shall be payable quarterly in arrears on the last Business Day of each calendar quarter, and shall be
fully earned when due, and shall be non-refundable when paid. A final payment of any commitment fee then payable shall also be due and
payable on the Revolving Maturity Date.



 


		(b)	Letter of Credit Fees.



 


		(i)	The Borrower shall pay to each Issuing Bank for its own account (A) a fee on the undrawn
face amount of any outstanding Letter of Credit of such Issuing Bank from the date of issuance through the earlier to occur of (1) the
expiration date of each such Letter of Credit and (2) the surrender thereof to such Issuing Bank for cancellation at a rate of one-quarter
of one percent (0.25%) per annum, which
fee shall be computed on the basis of a 360-day year for the actual number of days elapsed, and (B) any reasonable and customary fees
charged by such Issuing Bank for issuance and administration of such Letters of Credit, each of which fees shall be payable quarterly
in arrears on the last Business Day of each calendar quarter and shall be fully earned when due and non-refundable when paid. A final
payment of such letter of credit fees shall also be due and payable on the Revolving Maturity Date.



 







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(ii) The Borrower
shall also pay to the Administrative Agent for the account of each of the Lenders in accordance with their respective Revolving Commitment
Ratios, a fee on the undrawn face amount of any outstanding Letters of Credit for each day from the date of issuance thereof through the
expiration date for each such Letter of Credit at a rate per annum equal to the Applicable Margin for LIBORSOFR
Advances under the Revolving Commitment as set forth in the definition of Applicable Margin; provided that the Borrower shall not
be required to pay any amount for the account of any Defaulting Lender for any period during which such Lender is and continues to be
a Defaulting Lender. Such letter of credit fee shall be computed on the basis of a 360-day year for the actual number of days elapsed
and shall be payable quarterly in arrears for each quarter on the last Business Day of each calendar quarter and shall be fully earned
when due and non-refundable when paid. A final payment of all letter of credit fees shall also be due and payable on the Revolving Maturity
Date.


 


		(c)	Soft Call Protection. In the event that, on or prior to the date that is six
(6) months after the Restatement Effective Date, the Borrower (i) makes any prepayment of Term Loans (including with the proceeds of any
Credit Agreement Refinancing Debt) in connection with any Repricing Transaction or (ii) effects any amendment of this Agreement resulting
in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (x)
in the case of clause (i), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (y) in the case of clause
(ii), a payment to each Non-Consenting Lender that is being replaced in connection with such amendment equal to 1% of the aggregate
amount of the applicable Term Loans of such Non-Consenting Lender outstanding immediately prior to such amendment.



 


Section 2.5 Mandatory Commitment Reduction.


 


		(a)	Revolving Commitment. The Revolving Commitment shall be automatically and permanently
reduced to zero (0) on the close of business on the Revolving Maturity Date.



 


		(b)	Swing Line Commitment. The Swing Line Commitment shall be automatically and
permanently reduced from time to time on the date of each reduction of the Revolving Commitment by the amount, if any, by which the amount of the Swing Line Commitment exceeds the Revolving Commitment after giving
effect to any such reduction of the Revolving Commitment.



 






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		(c)	Additional Term Loan Commitment. The Additional Term Loan Commitment shall
be automatically and permanently reduced to zero (0) on the Restatement Effective Date (after giving effect to the Advance of Additional
Term Loans on such date).



 


Section 2.6 Optional
Commitment Reductions. The Borrower shall have the right, at any time and from time to time after the Restatement Effective
Date, upon at least three (3) Business Days’ prior written notice which written notice shall be a Notice of Conversions,
Continuations or Prepayments in substantially the form set forth on Exhibit G attached hereto to the Administrative Agent,
without premium or penalty, to cancel or reduce permanently all or a portion of the Revolving Commitment on a pro rata basis
among the Lenders holding Revolving Commitments; provided, however, that any such partial reduction shall be made in
an amount not less than $250,000 and in integral multiples of not less than $100,000 (unless reducing the applicable Commitment to
zero); provided, further, that the Borrower may permanently reduce the Revolving Commitment of any Defaulting Lender
or Non-Consenting Lender in accordance with Section 2.2(e)(iv) and Section 11.12(b), respectively. As of the date of
cancellation or reduction set forth in such notice, the Revolving Commitment shall be permanently reduced to the amount stated in
the Borrower’s notice for all purposes herein, and the Borrower shall pay to the Administrative Agent for the Lenders the
amount necessary to reduce the principal amount of the Revolving Loans and the Letter of Credit Obligations, then outstanding, to
not more than the amount of the Revolving Commitment, as so reduced, together with accrued interest on the amount so prepaid and, on
the last day of the calendar quarter in which such reduction is made, commitment fees accrued through the date of the reduction with
respect to the amount reduced.


 


Section 2.7 Optional Prepayments.


 


(a)       Permitted
Prepayments. Any time and from time to time:


 


(i) with respect
to Base Rate Advances, the Borrower may prepay any such Loans on any Business Day in whole or in part without premium or penalty except
as set forth in Section 2.4(c), in minimum amounts of $250,000 and integral multiples of $100,000 in excess of that amount (or
such lesser amount if the outstanding amount of such Advances is less than the foregoing thresholds);


 


(ii) with respect
to LIBORSOFR Advances, the Borrower may prepay
any such Loans on any Business Day in whole or in part without premium or penalty, subject to Section 2.11 and except as set forth
in Section 2.4(c), in minimum amounts of $250,000 and integral multiples of $100,000 in excess of that amount (or such lesser amount
if the outstanding amount of such Advances is less than the foregoing thresholds); and


 









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(iii) anything in
this Agreement to the contrary notwithstanding, prepayments of Incremental Facility Loans shall be subject to the terms of the related
Notice of Incremental Facility Commitment.


 


(b)       Notice.
All such optional prepayments shall be made:


 


(i) in the case
of Base Rate Advances, in accordance with Section 2.2(b)(ii); and


 


(ii) in the case
of LIBORSOFR Advances, in accordance with Section
2.2(c)(ii);


 


which written notice shall be a Notice
of Conversions, Continuations or Prepayments in substantially the form set forth on Exhibit G, in each case given to the Administrative
Agent by 2:00 P.M. (New York, New York time) on the date required; provided, that the Borrower may state that any such notice
under this Section 2.7 is conditioned upon the consummation of a refinancing of the Loans, in which case such notice may be postponed
or revoked by the Borrower (by written notice to the Administrative Agent received no later than 12:00 P.M. (New York City time) on the
specified effective date) if such refinancing shall not be consummated or otherwise shall be delayed. The Borrower shall reimburse the
Lenders and the Administrative Agent, promptly (and in any event within ten (10) Business Days thereafter) upon written demand by the
applicable Lender or the Administrative Agent, for any loss or reasonable, documented out of pocket expense incurred by any Lender or
the Administrative Agent in connection with such prepayment, in each case, as set forth in and subject to the terms and conditions of
Sections 2.10 and 2.11.


 


		(c)	Payments Generally. Prepayments of the Loans pursuant to this Section 2.7 shall be applied
to the scheduled payments of Term Loan in the manner specified by the Borrower (or, in the absence of any such specification, in the direct
order of maturity) so long as no Event of Default shall have occurred and be continuing (in which case, such payments shall be applied
to scheduled payments of Term Loan in inverse order of maturity).



 


Section 2.8 Repayments.


 


		(a)	Term Loans. Subject to Sections 2.7 and 2.8(d), (e), (f)
and (h), the principal balance of the Term Loans, to the extent then outstanding, shall be repaid on the last Business Day
of each calendar quarter, commencing on June 30, 2021, and continuing on the last Business Day of each calendar quarter until the Term
Loan Maturity Date and in an amount equal to 0.25% of the principal amount of the Term Loans outstanding on the Restatement Effective
Date after giving effect to the Restatement Effective Date Transactions, with the remaining aggregate 



 






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 source against any amount due to the Administrative Agent under this paragraph (e).


 


		(f)	Prior to the declaration of an Event of Default under Section 8.1, and except as otherwise
                                                               provided in Sections 2.7, 2.8(i), and Section 8.3, if some but less than all amounts due from the Borrower are
                                                               received by the Administrative Agent with respect to the Obligations, the Administrative Agent shall distribute such amounts in the
                                                               following order of priority, all in accordance where applicable with the respective Commitment Ratios of the Lenders for the
                                                               applicable Commitment: (i)  first
to the payment of any fees or expenses then due and payable to the Administrative Agent and the Lenders, or any of them; (ii) second
to the payment of interest then due and payable on the Loans; (iii) third to the payment of all other amounts not otherwise referred
to in this Section 2.10(f) then due and payable to the Administrative Agent and the Lenders, or any of them, hereunder or under
the Notes or any other Loan Document; (iv) fourth to the payment of principal then due and payable on the Loans made under the
Swing Line Commitment; (v) fifth to the payment of principal then due and payable on the Loans made under the Revolving Commitment;
and (vi) sixth ratably to the payment of principal then due and payable on the Term Loans and Incremental Term Loans, if any.



  


		(g)	Each party’s obligations under Section 2.10(b), (c), (d)
and (e) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement
of, a Lender or an Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under
any Loan Document.



 


		(h)	For purposes of Section 2.10(b), (c), (d) and (e), the
term “Applicable Law” includes FATCA.



 


Section 2.11 Reimbursement.


 


		(a)	Whenever any Lender shall sustain or incur any actual loss or reasonable, documented,
out-of-pocket expenses in connection with (i) failure by the Borrower to borrow, Continue or Convert any LIBORSOFR
Advance after having given notice of its intention to so borrow, Continue or Convert in accordance with Section 2.2 (whether by
reason of the Borrower’s election not to proceed or the non-fulfillment of any of the conditions set forth in Article 3),
(ii) prepayment (or failure to prepay after giving notice thereof) or Conversion to a Base Rate Advance of any LIBORSOFR
Advance in whole or in part for any reason (including because of Sections 10.1 or 10.2) on the date that is not the last
day of the applicable Interest Period, or (iii) failure by the Borrower to repay any LIBORSOFR
Advance when required hereunder, the Borrower agrees to pay to such Lender, upon such Lender’s demand, an amount sufficient to compensate
such Lender for all such losses and reasonable, documented, out-of- pocket expenses. Such Lender’s good faith determination of the
amount of such losses or reasonable out-of-pocket expenses, as set forth in writing, delivered to the Borrower and the Administrative Agent and accompanied by calculations in reasonable detail demonstrating the basis for its demand, shall
be conclusively correct absent manifest error.



 









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		(b)	Losses subject to reimbursement hereunder shall include, without limiting the generality of the foregoing,
reasonable, documented, out-of-pocket expenses incurred by any Lender, including, without duplication, any Participant of such Lender
permitted hereunder on behalf of such Lender in connection with the re-employment of funds prepaid, Continued, Converted, paid, repaid,
not borrowed, not Continued, not Converted or not paid, as the case may be, and will be payable whether any applicable Maturity Date is
changed by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a result of acceleration of the Obligations.
For the purposes of calculating amounts payable to a Lender under this subsection, each Lender shall be deemed to have actually funded
its relevant LIBORSOFR Advance through the purchase
of a deposit bearing interest at LIBORa rate per annuum
equal to Adjusted Term SOFR in an amount equal to the amount of that LIBORSOFR
Advance and having a maturity comparable to the relevant Interest Period; provided, that each Lender may fund any LIBORSOFR
Advance in any manner it sees fit, and the foregoing assumption shall be utilized only for the calculation of amounts payable under this
subsection.



 


Section 2.12 Pro Rata Treatment.


 


		(a)	Advances. Each Advance from the Lenders under the Revolving Commitments made
after the Restatement Effective Date shall be made pro rata on the basis of the respective Revolving Commitment Ratios of such
Lenders. On the Restatement Effective Date, the Additional Term Lender shall make an Advance in the aggregate principal amount equal to
its Additional Term Loan Commitment. Each Advance from the Lenders having the Incremental Facility Commitment relating to such Advance
shall be made pro rata on the basis of the respective Incremental Facility Commitment Ratios of such Lenders relating to such Advance
in the manner provided in the applicable Notice of Incremental Facility Commitment.



 


		(b)	Payments. Except as provided in Section 2.2(e)(v), Section
                                                               2.6, Section 11.5, Section 11.12(b) and Article 10, each payment and prepayment of principal of the Loans
                                                               made under this Agreement, and each payment of interest on the Loans made under this Agreement, shall be made to the Lenders pro
                                                               rata on the basis of their respective unpaid principal amounts outstanding under the applicable Loans immediately prior to such
                                                               payment or prepayment. If any Lender shall obtain any payment (whether involuntary, through the exercise of any right of set-off, or
                                                               otherwise, but excluding any payment in connection with Section 2.2(e)(v), Section 2.6, Section 11.5, 11.12(b),
                                                               or Article 10) in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in
                                                               such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon or other
                                                               such obligations greater than its 



 






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additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsements
bring downs) as the Administrative Agent may reasonably request to assure that the Incremental Facility Loans are secured by the Collateral
ratably with the existing Loans.


 


		(d)	Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation
with the Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Revolving Loans, when originally
made, are included in each Advance of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.11 shall
apply to any Conversion of LIBORSOFR Advance
to Base Rate Advance reasonably required by the Administrative Agent to effect the foregoing. If any Incremental Facility Loan is to be
allocated to an existing Interest Period for a LIBORSOFR
Advance, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in
the applicable Notice of Incremental Facility Commitment.



 


		(e)	Any Incremental Term Loans effected through the establishment of one or more new Term Loans made on
                                                           an Increased Amount Date shall be designated a separate Type of Incremental Term Loans for all purposes of this Agreement. On any
                                                           Increased Amount Date on which any Incremental Term Commitments of any Type are effected, subject to the satisfaction of the
                                                           foregoing terms and conditions, (i) each Incremental Term Lender of such Type shall make a Loan to the Borrower (an “New
                                                           Term Loan”) in an amount equal to its Incremental Term Commitment of such Type (it being understood that any Incremental
                                                           Term Commitment may provide for delayed draw term loans to be made at a later date) and (ii) each Incremental Term Lender of such
                                                           Type shall become a Lender hereunder with respect to the Incremental Term Commitment of such Type and the Incremental Term Loans of
                                                           such Type made pursuant thereto. Notwithstanding the foregoing, Incremental
Term Loans may, subject to clause (f) below, have identical terms to the Term Loans or any other New Term Loans and be treated
as the same Type as the Term Loans or such other New Term Loans, as applicable.



 


		(f)	Each Notice of Incremental Facility Commitment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and
the Borrower, to effect the provision of this Section 2.17.



 


		(g)	Notwithstanding anything to the contrary herein, if the proceeds of any Incremental
Facility Loans will be used to consummate a Limited Condition Transaction and the Borrower so elects and the Lenders providing such Incremental
Facility Loan so agree, (x) in clause (b)(i) above shall apply only at the time the as of the date the definitive acquisition agreement
(the “Subject Acquisition Agreement”) in respect thereof is executed (after giving effect on a Pro Forma Basis to the
Incremental Facility Loan and the Permitted Acquisition or Investment as though they had occurred on such date), (y) the condition that
at  



 








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such property or assets shall be cash and Cash Equivalents or, subject to the proviso below, Designated Non-cash Consideration and is
paid at the time of the closing of such Disposition; provided that the aggregate fair market value of any such Designated Non-cash Consideration
received by the Borrower or any of its Restricted Subsidiaries, when taken together with all other Designated Non-cash Consideration received
pursuant to this clause (B) that is at that time outstanding, shall not exceed the greater of $4,500,000 and 5.0% of LTM EBITDA (measured
at the time a legally binding commitment for such Disposition was entered into (or, if later, payment is received)) (with the fair market
value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes
in value), and (C) all of the Net Proceeds (Asset Sales) of such sale or transfer are used to make a prepayment of the Loans pursuant
to Section 2.8(d), if required, or otherwise reinvested as permitted hereunder;


 


(vii) the Borrower
and its Restricted Subsidiaries may abandon, allow to lapse or otherwise Dispose of intellectual property that the Borrower or such Restricted
Subsidiary shall determine in its reasonable business judgment is immaterial to the conduct of the business of the Borrower or any of
its Restricted Subsidiaries;


 


(viii) the Borrower
and its Restricted Subsidiaries may lease, sublease, license or sublicense property (including, without limitation, intellectual property
and real property) to other Persons in the ordinary course of business if such lease, sublease, license or sublicense does not interfere
in any material respect with the use of the applicable property by Borrower or its Restricted Subsidiaries or any business of the Borrower
or its Restricted Subsidiaries;


 


( iix)
Dispositions of cash and Cash Equivalents in the ordinary course of business;


 


(iix)
Dispositions of Receivables in the ordinary course of business in connection with the collection or compromise thereof consistent with
past practice and not as part of any Receivables Facility;


 


(iiixi)
the unwinding pursuant to its terms of any Interest Hedge Agreement or any Other Hedging Agreements;


 


(ivxii)
the Borrower or any of its Restricted Subsidiaries may surrender or waive contractual rights and settle or waive contractual or litigation
claims in the ordinary course of business;


 


(vxiii)
Dispositions of non-core assets acquired in connection with Permitted Acquisitions or other permitted Investments, which, within ninety
(90) days of the date of the Acquisition, are designated in writing to the Administrative Agent as being held for sale and not for the
continued operation of the Borrower and its Restricted Subsidiaries; provided that (i) the Net Proceeds (Asset Sales) received
in connection with any such Dispositions shall be applied and/or reinvested as (and to the extent) required by Section 2.8(d)
and (ii) no Event of Default shall have occurred and be continuing on the date on which the definitive agreement governing the relevant
Disposition is executed;


 






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(vixiv)
Dispositions of Receivables pursuant to Factoring Transactions; provided that the aggregate face amount of Receivables sold for
the most recently ended four (4) consecutive Fiscal Quarters, together with the Attributable Receivables Indebtedness incurred pursuant
to the Receivables Facilities under Section 7.1(r), shall not exceed the greater of $30,000,000 and 33% of LTM EBITDA at any time
outstanding; and


 


(viixv)
Dispositions of Receivables, or participations therein, and related assets pursuant to Receivables Facilities permitted hereunder.


 


		(b)	Liquidation, Dissolution or Merger. The Borrower shall not, and shall not permit any of its Restricted
Subsidiaries to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into
any amalgamation, merger or consolidation, other than (i) an amalgamation, merger or consolidation among the Borrower and one or more
of its Restricted Subsidiaries, provided the Borrower is the surviving entity, or (ii) an amalgamation, merger or consolidation between
or among two or more Restricted Subsidiaries of the Borrower (other than an amalgamation, merger or consolidation between or among a non-Credit
Party Restricted Subsidiary and a Credit Party, unless such Credit Party, is the surviving entity or the surviving entity becomes a Credit
Party), or (iii) in connection with a Permitted Acquisition effected by a merger or amalgamation in which the Borrower or, in a merger
or amalgamation in which the Borrower is not a party, a Credit Party is the surviving entity or the surviving entity becomes a Credit
Party (or, to the extent such Permitted Acquisition involves the Acquisition of a Foreign Subsidiary effected by a merger or amalgamation
with a Foreign Subsidiary, the Foreign Subsidiary is a direct or indirect Restricted Subsidiary of a Credit Party), or (iv) a liquidation,
dissolution, amalgamation or otherwise of any Restricted Subsidiary of the Borrower into the Borrower or another Restricted Subsidiary
of the Borrower (other than a Foreign Subsidiary), so long as the payment and performance of or Guarantee of, as applicable, the Obligations
under this Agreement and the other Loan Documents of the non-surviving Person, if any, are assumed by the surviving entity, or (v) a liquidation
or dissolution of any Immaterial Subsidiary of the Borrower, so long as the payment and performance of the Obligations under this Agreement
and the other Loan Documents of the non-surviving Person, if any, are assumed by the surviving entity. 



 






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Secured Party that is a counterparty to an Interest Hedge Agreement, Other Hedging Agreement or Bank Products Document, in its capacity
as such, agrees to be bound by this Article 9 to the same extent as a Lender hereunder.


 


Section 9.19
Intercreditor Agreements. The Administrative Agent is authorized to enter into any Acceptable Intercreditor Agreement and any
other intercreditor, subordination, collateral trust or similar agreement contemplated hereby with respect to any (a) Indebtedness (i)
that is (A) required or permitted to be subordinated hereunder and/or (B) secured by any Lien and (ii) which contemplates an intercreditor,
subordination, collateral trust or similar agreement and/or (b) Obligations arising under any Interest Hedge Agreement, Other Hedging
Agreement or Bank Products Document, whether or not constituting Indebtedness (any such other intercreditor, subordination, collateral
trust and/or similar agreement an “Additional Agreement”), and the Secured Parties party hereto acknowledge that any
Acceptable Intercreditor Agreement and any other Additional Agreement, including any purchase option(s) contained therein, is binding
upon them. Each Secured Party party hereto hereby (a) agrees that they will be bound by, and will not take any action contrary to, the
provisions of any Acceptable Intercreditor Agreement or any other Additional Agreement and (b) authorizes and instructs the Administrative
Agent to enter into, if applicable, any Acceptable Intercreditor Agreement and/or any other Additional Agreement and to subject the Liens
on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to
the Secured Parties to extend credit to the Credit Parties, and the Secured Parties are intended third-party beneficiaries of such provisions
and the provisions of any Acceptable Intercreditor Agreement and/or any other Additional Agreement.


 


ARTICLE 10


 


CHANGE IN CIRCUMSTANCES AFFECTING ADVANCES


 


Section 10.1 LIBORAdjusted
Term SOFR Basis Determination Inadequate or Unfair. If the Administrative Agent shall reasonably determine in good
faith that on any date for determining LIBOR, due to any circumstance affecting the London interbank
market or any market disruption (limited to circumstances generally affecting the banking market),Adjusted
Term SOFR, that for any reason adequate and fair means do not exist for ascertaining such rate on the basis provided herein
or if any Lender shall notify the Administrative Agent that LIBORAdjusted
Term SOFR does not adequately and fairly reflect the cost to that Lender of funding any requested Loan, and,
in each case, the provisions of Section 10. 6 are not applicable, then the Administrative Agent shall promptly
notify the Borrower of such determination. Until the Administrative Agent notifies the Borrower that such circumstance no longer exists,
the obligation of the Lenders to make LIBORSOFR
Advances or shall be suspended, and no further Loans may be Converted into or Continued
as LIBORSOFR Advances. Upon receipt of such
notice of the suspension of LIBOR in accordance herewith, the
Borrower may revoke any pending requests for a LIBORSOFR
Advance or Conversion to or Continuation of LIBORSOFR
Advances (to the extent of the affected LIBORSOFR
Advances or Interest Periods) or, failing that, will be deemed to have Converted such request into a request for a Base Rate
Advance in the amount specified therein.


 






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Section 10.2
Illegality. If after the Restatement Effective Date, the adoption of any Applicable Law, or any change in any Applicable Law
(whether adopted before or after the Restatement Effective Date), or any change in interpretation or administration thereof by any Governmental
Entity, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with
any directive (whether or not having the force of law) of any such authority, central bank or comparable agency, shall make it unlawful
or impossible for any Lender to make, maintain or fund its portion of LIBORSOFR
Advances, such Lender shall so notify the Administrative Agent, and the Administrative Agent shall forthwith give notice thereof to the
other Lenders and the Borrower. Before giving any notice to the Administrative Agent pursuant to this Section 10.2, such Lender
shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the reasonable
judgment of such Lender, be otherwise disadvantageous to such Lender. Upon receipt of such notice, notwithstanding anything contained
in Article 2, the Borrower shall repay in full the then outstanding principal amount of such Lender’s portion of each affected
LIBORSOFR Advance, together with accrued interest
thereon, on either (a) the last day of the then current Interest Period applicable to such affected LIBORSOFR
Advances if such Lender may lawfully continue to maintain and fund its portion of such LIBORSOFR
Advance to such day or (b) immediately if such Lender may not lawfully continue to fund and maintain its portion of such affected LIBORSOFR
Advances to such day. Concurrently with repaying such portion of each affected LIBORSOFR
Advance, the Borrower may borrow a Base Rate Advance from such Lender, whether or not it would have been entitled to effect such borrowing
and such Lender shall make such Advance, if so requested, in an amount such that the outstanding principal amount of the affected Advance
made by such Lender shall equal the outstanding principal amount of such Advance immediately prior to such repayment. The obligation of
such Lender to make LIBORSOFR Advances is suspended
only until such time as it is once more possible and legal for such Lender to fund and maintain LIBORSOFR
Advances.


 


Section 10.3 Increased Costs.


 


(a)       If after the
Restatement Effective Date, any Change in Law:


 


(i) shall subject
any Lender to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded
Taxes and (C) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes
or branch profits Taxes), with respect to its obligation to make its portion of LIBOR
Advances, or its portion of existing Advances, or shall change the basis of taxation
of payments to any Lender of the principal of or interest on its portion of LIBORexisting
Advances or in respect of any other amounts due under this Agreement, in respect of its portion of LIBOR
Advances or its obligation to make its portion of LIBOR Advances (except
for changes in the rate or method of calculation of Excluded Taxes of such Lender); or


 






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(ii) shall impose,
modify or deem applicable any reserve (excluding any reserve requirement imposed by the Board of Governors or any other applicable Governmental
Entity reflected in LIBOR Basis), special deposit, compulsory loan, insurance charge
or similar requirement (other than with respect to Taxes) against assets of, deposits with or for the account of, or commitments or credit
extended by, any Lender or shall impose on any Lender or the London interbank borrowing market any
other condition (other than with respect to Taxes) affecting its obligation to make its portion of such
LIBOR Advances or its portion of existing Advances;


 


and the result of any of the foregoing
is to increase the cost to such Lender of making or maintaining any of its portion of LIBOR
Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect
thereto, then, within ten (10) Business Days after demand by such Lender (which shall include the certificate referred to in Section
10.3(b)), the Borrower agrees to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased
costs. Each Lender will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after
the Restatement Effective Date, which will entitle such Lender to compensation pursuant to this Section 10.3 and will designate
a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the
sole reasonable judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender.


 


		(b)	Any Lender claiming compensation under this Section 10.3 shall provide the Borrower with a written
certificate setting forth the additional amount or amounts to be paid to it hereunder and calculations therefor in reasonable detail.
Such certificate shall be presumptively correct absent manifest error. Notwithstanding the foregoing, the Borrower shall only be obligated
to compensate such Lender for any amount under this subsection arising or occurring during (i) in the case of each such request for compensation,
any time or period commencing not more than ninety (90) days prior to the date on which such Lender submits such request and (ii) any
other time or period during which, because of the unannounced retroactive application of such law, regulation, interpretation, request
or directive, such Lender could not have known that the resulting reduction in return might arise. In determining such amount, such Lender
may use any reasonable averaging and attribution methods. If any Lender demands compensation under this Section 10.3, the Borrower
may at any time, upon at least three (3) Business Days’ prior notice to such Lender, prepay in full such Lender’s portion
of the then outstanding LIBOR Advances, together with accrued interest thereon to the
date of prepayment, along with any reimbursement required under Section 2.11.



 






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Concurrently with prepaying such portion
of LIBOR Advances the Borrower may, whether or not then entitled to make such borrowing,
borrow a Base Rate Advance, or a LIBORSOFR Advance
not so affected, from such Lender, and such Lender shall, if so requested, make such Advance in an amount such that the outstanding principal
amount of the affected Note or Notes held by such Lender shall equal the outstanding principal amount of such Note or Notes immediately
prior to such prepayment.


 


		(c)	Notwithstanding anything to the contrary contained in this Section 10.3, increased costs may be
imposed on the Credit Parties by the Administrative Agent on behalf of each Lender only if such increased costs are generally being imposed
by such Lenders on similarly situated borrowers (as reasonably determined by such Lenders).



 


Section 10.4
Effect On Other Advances. If notice has been given pursuant to Sections 10.1 , 10.2 or 10.3 suspending
the obligation of any Lender to make its portion of any type of LIBORSOFR
Advance, or requiring such Lender’s portion of LIBORSOFR
Advances to be repaid or prepaid, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such
repayment no longer apply, all amounts which would otherwise be made by such Lender as its portion of LIBORSOFR
Advances shall, unless otherwise notified by the Borrower, be made instead as Base Rate Advances. In the event of suspension of LIBORSOFR
under Sections 10.1 or 10.2, the interest rate on which Base Rate Advances of the applicable Lender shall, if necessary
to avoid the situation giving rise to the suspension, be determined by the Administrative Agent without reference to the LIBORSOFR
component of the Base Rate.


 


Section
10.5 Claims for Increased Costs and Taxes. In the event that any Lender shall decline to make LIBORSOFR Advances
pursuant to Sections 10.1 or 10.2 or shall have notified the Borrower that it is entitled to claim compensation
pursuant to Sections 10.3, 2.10(b) through (d), 2.11 or 2.13 or is unable to complete the form
required or subject to withholding as provided in Section 2.14 (each such Lender being an “Affected
Lender”), the Borrower at its own cost and expense may designate a Replacement Lender to assume the Commitment and the
obligations of any such Affected Lender hereunder, and to purchase the outstanding Loans of such Affected Lender and such Affected
Lender’s rights hereunder and with respect thereto, and within ten (10) Business Days after such designation the Affected
Lender shall (a) sell to such Replacement Lender, without recourse upon, warranty by or expense to such Affected Lender, by way of
an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto, for a purchase price equal to
(unless such Lender agrees to a lesser amount) the outstanding principal amount of the Loans of such Affected Lender, plus all
interest accrued and unpaid thereon and all other amounts owing to such Affected Lender hereunder, including without limitation, any
amount which would be payable to such Affected Lender pursuant to Section 2.11, and (b) assign the Commitments of such
Affected Lender, and upon such assumption and purchase by the Replacement Lender and subject to acceptance and recording of such
Assignment and Assumption Agreement by the Administrative Agent pursuant to Section 11.5(d), such Replacement Lender shall be
deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender”
for purposes of this Agreement and shall no longer have any obligations or rights hereunder (other than any obligations or rights
which according to this Agreement shall survive the termination of the Commitments).


 






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Section 10.6 Effect of Benchmark Transition Event.


 


		(a)	Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document,
if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or
(b1) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause
(ca)(2) of the definition of “Benchmark
Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder
and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written
notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.



 


		(b)	Benchmark Replacement Conforming Changes. In connection with the implementation
of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Loan Document.



 


		(c)	Notices; Standards for Decisions and Determinations. The Administrative Agent
will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark
Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes,
(iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any
Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this
Section 10.6, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of
an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding
absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any
other Loan Document, except, in each case, as expressly required pursuant to this Section 10.6.



 






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		(d)	Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary
herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if
the then-current Benchmark is a term rate (including Term SOFR or USD LIBORReference
Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes
such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the administrator
of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication
of information announcing that any tenor for such Benchmark is not or will be
no longernot be representative or in compliance with
or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then
the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous
definition) for any Benchmark settings at or after such time to remove such unavailable or,
non-representative, non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant
to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will
no longernot be representative or
in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks
for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest
Period” (or any similar or analogous definition) for all Benchmark settings at or after
such time to reinstate such previously removed tenor.



 


		(e)	Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement
of a Benchmark Unavailability Period, the Borrower may revoke any request for an Advance of, Conversion to or Continuation of LIBORSOFR
Advances to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed
to have Converted any such request into a request for an Advance of or Conversion to Base Rate Advances. During any Benchmark Unavailability
Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the
then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination
of Base Rate.



 






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ARTICLE 11


 


MISCELLANEOUS


 


Section 11.1 Notices.


 


		(a)	Except as otherwise expressly provided herein, all notices and other communications under this Agreement
and the other Loan Documents (unless otherwise specifically stated therein) shall be in writing and shall be deemed to have been given
three (3) Business Days after deposit in the mail, designated as certified mail, return receipt requested, postage-prepaid, or one (1)
Business Day after being entrusted to a reputable commercial overnight delivery service for next day delivery, or when sent on a Business
Day prior to 5:00 P.M. (New York, New York time) by telecopy addressed to the party to which such notice is directed at its address determined
as provided in this Section 11.1. All notices and other communications under this Agreement shall be given to the parties hereto
at the following addresses:



 


(i)       If to the Borrower
or its Borrower’s Restricted Subsidiaries, to it at:


 


Whole Earth Brands, Inc.


125 S. Wacker Drive


Suite 3150


Chicago, IL 60606


Attention:
Andy RusieDuane Portwood


Email: Andy.Rusieduane.portwood@wholeearthbrands.com


 


with a copy to:


 


Whole Earth Brands, Inc.


125 S. Wacker Drive


Suite 3150


Chicago, IL 60606


Attention: Ira Schlussel


Email: Ira.Schlussel@wholeearthbrands.com


 


with a copy (which shall not constitute notice) to:


 


DLA Piper LLP (US)


1251 Avenue of the Americas


27th Floor


New York, NY 10020


Attention: Jamie Knox


 






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prohibition or unenforceability without
invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any
other jurisdiction.


 


Section 11.10 Interest.


 


		(a)	In no event shall the amount of interest due or payable hereunder or under the Notes exceed the maximum
rate of interest allowed by Applicable Law, and in the event any such payment is inadvertently made by the Borrower or inadvertently received
by the Administrative Agent or any Lender, then such excess sum shall be credited as a payment of principal, unless the Borrower shall
notify the Administrative Agent or such Lender, in writing, that it elects to have such excess sum returned forthwith. If the maximum
lawful interest rate is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the maximum
lawful rate divided by the number of days in the year in which such calculation is made. It is the express intent hereof that the Borrower
not pay and the Administrative Agent and the Lenders not receive, directly or indirectly in any manner whatsoever, interest in excess
of that which may legally be paid by the Borrower under Applicable Law.



 


		(b)	Notwithstanding the use by the Lenders of the Base Rate and LIBORthe
Term SOFR Reference Rate as reference rates for the determination of interest on the Loans, the Lenders shall be under no obligation
to obtain funds from any particular source in order to charge interest to the Borrower at interest rates related to such reference rates.



 


Section 11.11
Table of Contents and Headings. The Table of Contents and the headings of the various subdivisions used in this Agreement
are for convenience only and shall not in any way modify or amend any of the terms or provisions hereof, nor be used in connection with
the interpretation of any provision hereof.


 


Section 11.12 Amendment and Waiver.


 


		(a)	Neither this Agreement nor any Loan Document nor any term hereof or thereof may be amended orally, nor
may any provision hereof or thereof be waived orally but only by an instrument in writing signed by or at the direction of the Required
Lenders and, in the case of an amendment (or in the case of a waiver by a Credit Party), by the Borrower (with respect to this Agreement)
or by each Credit Party party to such Loan Document, as applicable; provided, however, except as expressly set forth herein,
without the prior written consent of each Lender that would be directly affected thereby, no amendment, waiver or consent shall be effective
if the effect thereof would cause: (i) any increase in the amount of any Lender’s portion of the Commitments, (ii) any delay or
extension in the terms of the scheduled repayments of the Term Loans provided in Section 2.8(a), (g) or (h), or the final maturity of
any of the Loans or waiver of any of the foregoing, (iii) any reduction in principal, interest or fees due hereunder or postponement or
waiver of the payment thereof without a corresponding payment of such principal,



 








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SCHEDULE I


 


[Intentionally Omitted]


 









     


     


    

 


SCHEDULE 5(a)


 


 


[Intentionally Omitted]


 









     


     


    

 


SCHEDULE 2.01


 


[Intentionally Omitted]